S-3

As filed with the Securities and Exchange Commission on August 15, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BERKSHIRE HATHAWAY INC.

(Exact name of Registrant as specified in its charter)

Delaware	47-0813844
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1440 Kiewit Plaza

Omaha, Nebraska 68131

(402) 346-1400

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

Marc D. Hamburg

Berkshire Hathaway Inc.

1440 Kiewit Plaza

Omaha, Nebraska 68131

(402) 346-1400

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies To:

R. Gregory Morgan, Esq.

Munger, Tolles & Olson LLP

355 South Grand Avenue

Los Angeles, California 90071-1560

(213) 683-9100

Approximate date of commencement of the proposed sale to public: From time to time after the effective date of this Registration Statement as determined by the selling securityholders on the basis of market conditions and other factors.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Negative 0.75% SQUARZ(SM)(1)	40,000 units	$9,944(2)	$397,760,000(2)	$36,594
Stripped SQUARZ(SM)(3)	40,000 units	—	—	—
3.0% Senior Notes due 2007(4)	$400,000,000 in aggregate principal amount	—	—	—
Class A common stock, par value $5.00 per share(5)	4,464 shares(6)	$89,606	$400,000,000	$36,800
Class B common stock, par value $.1667 per share(5)	133,920 shares(6)	$2,987	—	—
			$797,760,000	$73,394

(1) A SQUARZ is an investment unit consisting of (i) a 3.0% Senior Note due 2007, payable by us, in the principal amount of $10,000, (ii) a warrant to purchase, on or prior to May 15, 2007, 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at an exercise price of $10,000, and (iii) a fractional interest in U.S. treasury strips that will mature on a semiannual basis through May 15, 2007 (“initial pledged treasuries”). The registrant issued 40,000 SQUARZ in a private placement on May 28, 2002, each in the face amount of $10,000 per SQUARZ, plus $339.63 per SQUARZ for the purchase of initial pledged treasuries.

(2) Pursuant to Rule 457(c) under the Securities Act, based on the average of the indicative bid-ask price for over-the-counter market transactions of SQUARZ (excluding the indicative price of the initial pledged treasuries that are a component thereof) on August 12, 2002, as reported to the registrant by Goldman Sachs & Co.

(3) At the holder’s option, a Stripped SQUARZ can be created from a SQUARZ and re-created into a SQUARZ. The 40,000 Stripped SQUARZ being registered hereunder represent the maximum number of Stripped SQUARZ that can be created from the SQUARZ being registered hereunder. No separate consideration will be received by the registrant in connection with the creation of a Stripped SQUARZ from a SQUARZ or its re-creation into a SQUARZ.

(4) The note underlying a SQUARZ can be separated from that SQUARZ in connection with the creation of a Stripped SQUARZ or the exercise or cancellation of the warrant underlying that SQUARZ. No separate consideration will be received by the registrant in connection with any such separation.

(5) The warrants underlying the SQUARZ and Stripped SQUARZ being registered hereunder can be exercised as described in footnote 1 above. In addition, each share of our class A common stock can be converted, at the option of the holder thereof, into 30 shares of our class B common stock. The 4,464 shares (subject to antidilution adjustments) of our class A common stock being registered hereunder represent the maximum aggregate number of shares of our class A common stock issuable upon the exercise of the warrants. The 133,920 shares (subject to antidilution adjustments) of our class B common stock being registered hereunder represent the maximum aggregate number of shares of our class B common stock issuable upon the exercise of the warrants or into which the class A common stock issuable upon exercise of the warrants can be converted. The registrant will receive consideration in the amount of $10,000 per warrant exercised, regardless of whether such warrant is exercised for our class A common stock or our class B common stock. No separate consideration will be received by the registrant in connection with any conversion of class A common stock into class B common stock. The proposed maximum offering price per share was calculated pursuant to Rule 457(g) under the Securities Act based on the exercise price of the warrants.

(6) Pursuant to Rule 416 under the Securities Act, the shares of common stock registered under this registration statement shall include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend or similar event.

^(SM) — SQUARZ is a service mark of Goldman, Sachs & Co.

THE INFORMATION IN THIS PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED AUGUST 15, 2002.

PROSPECTUS

BERKSHIRE HATHAWAY INC.

40,000 Negative 0.75% SQUARZ^(SM)

Up to 40,000 Stripped SQUARZ^(SM)

$400,000,000 in Aggregate Principal Amount of 3.0% Senior Notes due 2007

Up to 4,464 Shares (subject to antidilution adjustments) of Class A Common Stock

Up to 133,920 Shares (subject to antidilution adjustments) of Class B Common Stock

We issued 40,000 SQUARZ in a private placement on May 28, 2002. Each SQUARZ is an investment unit consisting of:

• a 3.0% Senior Note due 2007, payable by us, due on November 15, 2007, in the principal amount of $10,000;

• a warrant to purchase, on or prior to May 15, 2007, 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at an exercise price of $10,000; and

• a fractional interest in U.S. treasury strips that will mature on a semiannual basis through May 15, 2007 (“initial pledged treasuries”).

We will pay interest on the note on a semiannual basis, from and including May 15, 2002, at a rate of 3.00% per annum. Warrant installment payments are payable to us on a semiannual basis, from and including May 15, 2002, at a rate of 3.75% per annum. The notes (without recourse to payments of principal thereof) and the initial pledged treasuries have been pledged for our benefit to secure the warrant installment payments.

A holder of a SQUARZ can create a Stripped SQUARZ from a SQUARZ by separating the underlying note from the SQUARZ and pledging substitute treasury securities in lieu of that note. A holder of a Stripped SQUARZ can re-create a SQUARZ from a Stripped SQUARZ by pledging a separated note in lieu of substitute treasury securities.

A separated note may be held and traded separately from the Stripped SQUARZ that was created by the separation of that note. A warrant, however, may not be separated or traded separately from the SQUARZ or Stripped SQUARZ of which it is a component. Each share of our class A common stock can be converted, at the option of the holder thereof, into 30 shares of our class B common stock.

This prospectus relates to:

• 40,000 SQUARZ;

• an indeterminate number (up to 40,000) of Stripped SQUARZ that can be created from the SQUARZ;

• $400,000,000 in aggregate principal amount of notes that are a component of, but can be separated from, the SQUARZ;

• an indeterminate number of shares (up to 4,464, subject to antidilution adjustments) of our class A common stock issuable upon exercise of the warrants underlying the SQUARZ and Stripped SQUARZ; and

• an indeterminate number of shares (up to 133,920, subject to antidilution adjustments) of our class B common stock issuable upon exercise of the warrants underlying the SQUARZ and Stripped SQUARZ or into which the shares of our A common stock issuable upon exercise of such warrants may be converted.

Selling securityholders may use this prospectus to offer and sell any of the securities covered by this prospectus. We may use this prospectus to offer and sell our common stock issuable upon the exercise of the warrant underlying a SQUARZ or Stripped SQUARZ to a holder thereof who acquired that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus. The remarketing agent may use this prospectus in connection with any remarketing of the notes covered by this prospectus.

We will not receive any of the proceeds from the sale by selling securityholders of any of the securities covered by this prospectus or from a remarketing of the notes, except that if the warrant component of a SQUARZ or Stripped SQUARZ covered by this prospectus is exercised, we will receive $10,000 per warrant exercised. We will not receive any of the proceeds in connection with any resale by such holder of the common stock issued in connection with such exercise.

The New York Stock Exchange lists both our class A common stock, which trades under the symbol “BRK.A,” and our class B common stock, which trades under the symbol “BRK.B.”

INVESTING IN THESE SECURITIES INVOLVE RISKS SOME OF WHICH ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 15 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                         , 2002.

^(SM) — SQUARZ is a service mark of Goldman, Sachs & Co.

TABLE OF CONTENTS

	Page
Notice to Investors	3
Berkshire Hathaway Inc.	4
Summary	5
Risk Factors	15
Ratio of Earnings to Fixed Charges	20
Use of Proceeds	20
Selling Securityholders	20
Plan of Distribution	23
Description of the SQUARZ	25
Description of the Notes	34
Description of the Warrants	44
Description of Berkshire’s Capital Stock	53
Description of the Registration Rights Agreement	55
U.S. Federal Income Tax Consequences	57
ERISA Considerations	64
Book-Entry Issuance	66
Legal Matters	68
Experts	68
Where You Can Find More Information	68
Forward-Looking Statements	69

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NOTICE TO INVESTORS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, (i) selling securityholders may use this prospectus to offer and sell any of the securities covered by this prospectus; (ii) we may use this prospectus to offer and sell our common stock issuable upon the exercise of the warrant underlying a SQUARZ or Stripped SQUARZ to a holder thereof who acquired that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus; and (iii) the remarketing agent may use this prospectus in connection with any remarketing of the notes covered by this prospectus.

You should read both this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information.”

Any statements in this prospectus or in any accompanying prospectus supplement concerning the provisions of any document are not complete. In each instance, reference is made to the copy of that document filed or incorporated or deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus is a part or otherwise filed with the SEC. Each statement concerning the provisions of any document is qualified in its entirety by reference to the document so filed.

You should rely only on the information contained or incorporated by reference in this prospectus or a prospectus supplement. No one has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this prospectus or in a prospectus supplement, in connection with any offer made by this prospectus and any prospectus supplement. If anyone provides you with different or inconsistent information, you should not rely on it.

Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder or thereunder shall, under any circumstances, create an implication that the information contained or incorporated by reference in this prospectus or any prospectus supplement is correct as of any time subsequent to their dates. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. The business, financial condition, results of operations and prospects of Berkshire Hathaway Inc. may have changed since that date.

This prospectus and any prospectus supplement shall not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer or solicitation may not lawfully be made.

References in this prospectus to “Berkshire,” “the Company,” “we,” “us” and “our” refer to Berkshire Hathaway Inc. and its consolidated subsidiaries, unless otherwise specified.

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BERKSHIRE HATHAWAY INC.

We are a holding company that owns subsidiaries engaged in a number of diverse businesses. Our most important business is the property and casualty insurance business, which we conduct on both a direct and reinsurance basis through a number of subsidiaries. This group of subsidiaries includes GEICO Corporation, the sixth largest auto insurer in the United States, and General Re Corporation, one of the four largest reinsurers in the world.

The investment portfolios of our insurance subsidiaries include meaningful equity ownership percentages of other publicly traded companies, including American Express Company, The Coca-Cola Company, The Gillette Company, The Washington Post Company and Wells Fargo & Company. Much information about these publicly owned companies is available, including information released from time to time by the companies themselves.

Our non-insurance subsidiaries conduct a variety of other business activities, including:

• diversified manufacturing and distribution (managed by Scott Fetzer, and whose principal products are sold under the Kirby and Campbell Hausfeld brand names);

• the retail sale of home furnishings, appliances, electronics, fine jewelry and gifts (Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star Furniture, Jordan’s Furniture, Borsheim’s, Helzberg Diamond Shops and Ben Bridge Jeweler);

• the manufacturing and distribution of apparel (H.H. Brown Shoe Company, Lowell Shoe, Inc., Dexter Shoe Company, Justin Brands, Fruit of the Loom and Fechheimer Brothers);

• the training of operators of aircraft and ships and providing fractional ownership programs for general aviation aircraft (FlightSafety International and NetJets);

• the manufacturing and distribution of a variety of building materials and related products and services (Acme Building Brands, Benjamin Moore, Johns Manville and MiTek);

• the manufacturing and distribution of carpet and floor coverings (Shaw Industries);

• proprietary investing, real estate financing, transportation equipment leasing and risk management products (BH Finance, General Re Securities and XTRA Corporation); and

• other businesses (Buffalo News, Larson-Juhl, See’s Candies, International Dairy Queen and CORT Business Services).

Operating decisions for our business units are made by the managers of the various businesses. Investment decisions and all other capital allocation decisions are made by Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is chairman of our board of directors, and Mr. Munger is vice chairman of our board of directors.

Our executive offices are located at 1440 Kiewit Plaza, Omaha, Nebraska 68131, and our telephone number is (402) 346-1400. We are incorporated in the State of Delaware.

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SUMMARY

The following summary contains basic information about the securities covered by this prospectus (other than the common stock issuable upon exercise of the warrants underlying the SQUARZ and Stripped SQUARZ). This summary may not contain all of the information that is important to you. You should carefully read the entire prospectus for a more complete understanding of the securities covered by this prospectus.

SQUARZ Each SQUARZ consists of:

• a note, payable by us, due November 15, 2007 with a principal amount of $10,000;

• a warrant to purchase, on or prior to May 15, 2007 (subject to acceleration), 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at the holder’s option, at an exercise price of $10,000 and requiring the holder to make semiannual warrant installment payments; and

• U.S. treasury strips that will mature on a semiannual basis through May 15, 2007. We refer to these treasury strips as the “initial pledged treasuries.” Because treasury strips can be purchased only in integral multiples of $1,000, each SQUARZ evidences a fractional ownership in the treasury strips.

The proceeds on maturity of the initial pledged treasuries, together with the interest payments on the note, are designed to generate enough funds to pay the semiannual warrant installment payments on each warrant installment payment date.

Maturity of Notes November 15, 2007, subject to early maturity as a result of a required acceleration event.

Maturity of Warrants May 15, 2007, subject to early expiration as a result of a required acceleration event.

Interest Payment Dates for Notes May 15 and November 15 of each year, beginning on November 15, 2002.

Interest Rate on Notes 3.00% per annum, subject to reset in connection with a successful remarketing after a required acceleration event or upon maturity of the warrants.

Warrant Installment Payment Dates May 15 and November 15 of each year, beginning on November 15, 2002.

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Pledge Arrangement The notes (without recourse to payments of principal thereof) and the initial pledged treasuries have been pledged to the collateral agent for our benefit to secure your obligation to make the semiannual warrant installment payments. The notes may be separated from the SQUARZ by pledging treasury securities in lieu of the notes, thus creating “Stripped SQUARZ,” as described below, but in no event may a warrant be held separately from its related pledged securities.

Creation of Stripped SQUARZ Each holder of a SQUARZ may create a Stripped SQUARZ and withdraw one pledged note underlying such SQUARZ by substituting, as substitute pledged securities, treasury strips that will pay, on each warrant installment payment date through the maturity of the warrant, an amount equal to the warrant installment payment due on that date under the SQUARZ Agreement, minus the amount to be received on that date from the initial pledged treasuries already pledged for that SQUARZ. Upon such substitution and the receipt of an instruction from the SQUARZ agent, the collateral agent will effect the release to the SQUARZ agent of a pledged note free and clear of our security interest. Holders may create a Stripped SQUARZ at any time on or before the second business day prior to the maturity or early expiration of the related warrant.

Each Stripped SQUARZ represents beneficial ownership of the warrant, the initial pledged treasuries and the substitute pledged treasuries.

Re-creation of SQUARZ Each holder of a Stripped SQUARZ may re-create a SQUARZ by substituting a note for substitute pledged treasuries. Holders may re-create SQUARZ at any time on or before the second business day prior to the maturity or early expiration of the related warrant, except that they may not re-create SQUARZ during the period beginning 15 days prior to a remarketing date.

Upon re-creation of the SQUARZ, the note will be pledged (without recourse to payments of principal thereof) to the collateral agent for our benefit to secure in part the holder’s obligation to make the semiannual warrant installment payments under the SQUARZ agreement, and the substitute pledged treasuries relating to the Stripped SQUARZ will be released.

Pledged Securities and Pledge Agreement The notes and the initial pledged treasuries underlying the SQUARZ have been, and any substitute pledged treasuries delivered in substitution for the pledged notes and any notes delivered in substitution for substitute pledged securities will be, pledged to the collateral agent for our benefit (without recourse, in the case of the notes, to payments of principal thereof).

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Under the pledge agreement, the pledged treasury securities and the notes (without recourse to payments of principal thereof) secure the obligations of holders of SQUARZ and Stripped SQUARZ to make warrant installment payments. A holder of a SQUARZ or a Stripped SQUARZ cannot separate or separately transfer the warrant from the pledged securities underlying the SQUARZ or Stripped SQUARZ. Your rights to the pledged securities are subject to our security interest created by the pledge agreement. You may not withdraw the remaining portion, if any, of the pledged securities related to the SQUARZ or Stripped SQUARZ from the pledge arrangement except upon:

• the pledge of substitute pledged treasuries to replace a pledged note to create a Stripped SQUARZ;

• the pledge of a note to replace the substitute pledged treasuries to re-create a SQUARZ;

• the cancellation (when permitted) or exercise of the warrants (in each case, subject to payment of the warrant installment payment due on such date or on the next succeeding warrant installment payment date, if any); or

• the maturity or early expiration date (i.e., the 30th day following notice of a required acceleration event) of the warrant (subject to payment of the warrant installment payment due on the maturity date or the warrant installment payment accrued to the early expiration date).

Subject to our security interest and the terms of the SQUARZ agreement and the pledge agreement, the holders of SQUARZ or Stripped SQUARZ retain ownership of the initial pledged treasuries, and the pledged notes or substitute pledged treasuries, as the case may be, except that payments (other than payments of principal) on or proceeds from the notes and amounts received on the initial pledged treasuries and substitute pledged treasuries will be used to make warrant installment payments on the holder’s behalf.

We have no interest in the pledged securities other than our security interest.

If you cancel your warrant (when permitted), let the warrant expire without exercise, or exercise the warrant, then, except as provided below, the collateral agent will return all of the pledged securities relating to a SQUARZ or Stripped SQUARZ, as the case may be, to you, subject to any amount of warrant installment payment that may be payable. However, if you cancel (other than in the case of our bankruptcy) or exercise your warrant other than in integral multiples of 80 SQUARZ or Stripped SQUARZ, the collateral agent may retain some or all

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of your pledged treasury securities for your benefit and may only be able to distribute to you your pro rata portion of the proceeds from such treasuries as they mature. Further, if you exercise your warrant on a day that is not a warrant installment payment date, you will be required to pay the warrant installment payment that would have been due on the warrant installment payment date following that day, and if you exercise your warrant on a warrant installment payment date you will be required to pay the warrant installment payment due on that date.

In the case of our bankruptcy prior to maturity of the warrants, the warrants underlying your SQUARZ or Stripped SQUARZ will be automatically cancelled, and you will not be required to make any future warrant installment payments. Subject to the approval by the bankruptcy court, if required, your pledged securities will be released to you, or sold by the collateral agent with proceeds paid to you.

Warrant Installment Payments If you hold a warrant, you will be required to make installment payments of 3.75% of the exercise price per annum to us until the warrant matures or expires early following acceleration. However, you will not be required to make installment payments if:

• you have exercised your warrant (except that the full amount of the warrant installment payment due on the date of exercise or the next warrant installment payment date after exercise will be payable on the date of exercise, unless the exercise is following notice of a required acceleration event, in which case you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant);

• you have cancelled your warrant in connection with the exercise of your put right relating to the notes (except that the full amount of the installment payment due on the warrant installment payment date falling on the date of such cancellation will be payable in connection with cancellation) or in connection with a defaulted interest payment;

• the warrant expires unexercised upon the early expiration date following a required acceleration event (except that you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant); or

• the warrant has been automatically cancelled upon our bankruptcy.

If your notes are pledged to the collateral agent to secure your installment payment obligations, all amounts received on those notes (other than payments of principal) will be paid to the collateral agent. The collateral agent will distribute to the

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SQUARZ agent all amounts the collateral agent has received in respect of the initial pledged treasuries and any substitute pledged treasuries that mature on the applicable payment date, as well as the payments on the notes (other than principal) to be applied by the SQUARZ agent to pay your warrant installment payment obligation on that date to us. Following the occurrence of a required acceleration event, the collateral agent will sell the remaining pledged treasury securities and will apply the proceeds from such sale (along with interest payments received on the notes or proceeds of a remarketing) to pay any accrued warrant installment payment then due and then distribute to you your pro rata portion of any remaining proceeds (along with your pledged notes, if any).

Remarketing Event A “remarketing event” will occur:

• following the occurrence of a required acceleration event, in which case the remarketing date will be the third business day preceding the early expiration date of the warrants; or

• in connection with the maturity of the warrants, in which case the remarketing date will be May 10, 2007.

Following a remarketing event, all of the notes—other than the notes as to which the holders have opted not to participate in the remarketing—will be remarketed by a remarketing agent.

The remarketing agent will use commercially reasonable efforts to remarket the participating notes at a price equal to 100.125% of the principal amount, plus any accrued and unpaid interest. If, by 4:00 p.m., New York City time, on the remarketing date, the remarketing agent is unable to remarket all of the notes participating in the remarketing at a price of at least 100% of their principal amount, plus any accrued and unpaid interest, a “failed remarketing” will have occurred. In the event of a failed remarketing, the holders of the notes will have certain rights to require us to repurchase the notes as described in “Description of the Notes—Put Rights.”

After a successful remarketing, the proceeds from the remarketed notes will initially be paid to the collateral agent and to holders who held notes separate from SQUARZ. The collateral agent will then pay the net proceeds from the sale of the remarketed notes (less the portion of any warrant installment payment then due to us) to the selling holders, unless the holders are SQUARZ holders that have elected to exercise their warrants and have the proceeds applied to the exercise price, in which case the net proceeds allocable to such holders’ notes will be applied toward the exercise price of the related warrants and any warrant installment payments then due to us. Any excess net proceeds will be distributed thereafter to the selling holders.

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After the remarketing:

• the adjusted maturity of the notes will become the date that is 6 months following the remarketing date, provided that in the case of a remarketing in connection with the maturity of the warrants, the notes will continue to mature on their scheduled maturity date of November 15, 2007;

• if the remarketing has been successful, beginning on the remarketing date, the notes will bear interest on their principal amount at the rate established in the remarketing; and

• if the remarketing has been unsuccessful, the interest rate on the notes will remain at 3.00% per annum and the holders of the notes will have the right to require us to repurchase the notes.

Remarketing Procedures On the fourth business day (the “reset announcement date”) immediately preceding the remarketing date, the remarketing agent will determine the applicable benchmark treasury (as described in “Description of the Notes—Remarketing—Remarketing Procedures—General”) and the reset spread to be added to the yield on the applicable benchmark treasury to be used to determine the reset rate. The reset rate on the notes will be equal to the sum of the reset spread and the yield on the applicable benchmark treasury in effect on the remarketing date. The remarketing agent will establish the reset spread so that the notes with the resulting reset rate are expected to have an approximate market value on the remarketing date of 100.125% of their principal amount, plus any accrued and unpaid interest.

Holders of the SQUARZ or notes may, by notice no later than the fifth business day immediately preceding the remarketing date, elect not to participate in the remarketing. Holders who have not given such notice will be deemed to have agreed to participate in the remarketing. Holders of SQUARZ participating in the remarketing may provide notice by the fifth business day preceding the remarketing date indicating that they intend to exercise warrants in connection with such remarketing and that they elect to apply the net proceeds of a successful remarketing (or the proceeds of our repurchase of their notes following a failed remarketing) to the warrant exercise price. If a holder of a SQUARZ participating in the remarketing has given a notice of warrant exercise and elects to have the remarketing or put proceeds applied to the exercise price, any excess net proceeds will be distributed to the holder. Holders may revoke an exercise notice by submitting notice to the SQUARZ agent by 5:00 p.m., New York City time, on the maturity date or early expiration date of the warrants, at which time the exercise

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price, if previously paid in cash, will be returned. If a holder of a SQUARZ participating in the remarketing does not elect to exercise the warrant and lets the warrant expire unexercised, the proceeds from a remarketed note (net of any warrant installment payment due that was collateralized by such note) will be distributed to that holder.

Put Rights A holder of SQUARZ or notes has the right to require us to repurchase the notes on a scheduled repurchase date or, in the event of a failed remarketing in conjunction with the maturity of the warrants, on the maturity date, or in the event of a failed remarketing in conjunction with a required acceleration, on the early expiration date of the warrants (the “repurchase date”), for the principal amount of the notes plus accrued and unpaid interest to, but excluding, the repurchase date. The scheduled repurchase dates will be May 15 of 2003, 2004, 2005 and 2006.

Except for a repurchase following a failed remarketing, a holder of a SQUARZ may require us to repurchase the related note only if that holder simultaneously surrenders and cancels the related warrant.

If a note has been separated from the related warrant by the creation of a Stripped SQUARZ, the holder or any subsequent holder of the related note has no right to require us to repurchase that note except in the event of a failed remarketing, unless the holder re-creates a SQUARZ as described above.

If the holder of a SQUARZ elects to exercise the warrant underlying that SQUARZ before the warrant matures, the holder or any subsequent holder of the related note may require us to repurchase the note as described above on any scheduled repurchase date subsequent to such warrant exercise, except that if the warrant is exercised within the 90-day period before a scheduled repurchase date, the holder may not require us to repurchase the related note on that scheduled repurchase date.

Notwithstanding the foregoing, the holder of a SQUARZ or any note may require us to repurchase the note in the event of a failed remarketing.

Exercise of Warrants Except as described above, you may exercise your warrant at any time prior to the earlier of 5:00 p.m., New York City time, on May 15, 2007 (the “maturity date”) or the early expiration date following an acceleration of the warrants. To exercise your warrant you will be required to pay the exercise price in cash (which, in the case of exercise on the maturity date or early

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expiration date, you may direct to be paid from the proceeds of a simultaneous remarketing or, in the case of a failed remarketing, the proceeds of our repurchase of your notes).

If you exercise your warrant, you must deliver to the SQUARZ agent cash equal to the exercise price to settle the exercise of your warrant (which may be provided from the proceeds of a simultaneous remarketing or a put of the note) as described above; provided, however, that you must net-share settle your warrant if at the time of exercise there is not an effective registration statement covering the shares of our common stock issuable upon exercise of the warrants and the shares issued on net-share settlement would not be restricted securities under the Securities Act.

Acceleration of Warrants The warrants will expire 30 days following notice of a required acceleration event. A “required acceleration event” is the occurrence of either of the following events prior to October 15, 2006:

• the market value of a SQUARZ is less than 95% of its underlying value on each of the ten consecutive trading days beginning on the first trading day following our receipt of notice from a holder requesting that we make a determination of the market value and underlying value of a SQUARZ; or

• the occurrence of a change of control, as defined in “Description of the Warrants—Change of Control.”

The method of determining the market value and underlying value of the SQUARZ is described in “Description of the Warrants—Acceleration of Warrants.”

If a required acceleration event occurs, we will cause the notes to be remarketed. If you wish to exercise your warrants in this case, you may use the proceeds obtained from a successful remarketing to pay the exercise price, and if the remarketing fails, require us to repurchase the notes and use the repurchase price to pay the exercise price.

You will be required to make any warrant installment payment that has accrued to but excluding the early expiration date.

Registration Rights We will use our best efforts to keep the registration statement of which this prospectus is a part effective until the earliest of:

• with respect to (i) the SQUARZ, Stripped SQUARZ and notes, May 28, 2004 and (ii) the common stock issuable upon exercise of the registered warrants, the first date as of which no registered warrants remain outstanding (whether

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due to exercise, cancellation, or expiration), and (iii) the common stock issuable upon exercise of the unregistered warrants, the earlier of (x) two years following the last date as of which an unregistered warrant is exercised and (y) the first date on which no underlying unregistered warrant has been exercised and no underlying unregistered warrant remains outstanding (whether due to expiration, cancellation, or otherwise);

• the date when the holders of the SQUARZ, Stripped SQUARZ, notes, and common stock issuable upon exercise of the warrants are able to sell all such securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act; and

• the date when all of the SQUARZ, Stripped SQUARZ, notes, and common stock issuable upon exercise of the warrants held by holders that complete and deliver in a timely manner the selling securityholder election and questionnaire described below are registered under the shelf registration statement and disposed of in accordance with the shelf registration statement.

See “Description of the Registration Rights Agreement.”

As used in this prospectus, a “registered warrant” is a warrant underlying a SQUARZ or Stripped SQUARZ of a holder thereof that acquired that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus. As used in this prospectus, an “unregistered warrant” is any warrant underlying a SQUARZ or Stripped SQUARZ other than a registered warrant, including any warrant underlying a SQUARZ or Stripped SQUARZ of a holder thereof that did not acquire that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus.

Form and Denomination The Depository Trust Company (“DTC”) is acting as securities depositary for the SQUARZ and the Stripped SQUARZ, and is expected to act as such for any notes separated in connection with the creation of a Stripped SQUARZ, each of which shall be issued only as fully registered securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC as described below and each of which will be evidenced by one or more global certificates deposited with or on behalf of DTC and registered in the name of Cede & Co. as DTC’s nominee; provided, however, that we may elect, and have currently elected, to issue the notes in certificated form directly to the SQUARZ agent or the collateral agent.

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United States Federal Income Tax Consequences If you purchase a SQUARZ, you will be treated for U.S. federal income tax purposes as having acquired beneficial ownership of a note, a warrant, and the corresponding initial pledged treasuries. The purchase price paid for a SQUARZ will be allocated among the note, the warrant and the initial pledged treasuries based on their respective fair market values (taking into account the obligation to make warrant installment payments). The amount of the purchase price allocated to the initial pledged treasuries will be further allocable among the initial pledged treasuries in accordance with their relative fair market values. The purchase price paid for a Stripped SQUARZ will be allocated among the warrant and the initial and substitute pledged treasuries based on their respective fair market values (taking into account the obligation to make warrant installment payments). The amount of the purchase price allocated to the initial and substitute pledged treasuries will be further allocable among the initial and substitute pledged treasuries in accordance with their relative fair market values. Because warrant installment payments made by a holder are capital expenditures and thus not currently deductible for U.S. federal income tax purposes, a holder will not be able to use the warrant installment payments made by the holder to offset current ordinary interest or discount income recognized in respect of the initial pledged treasuries and the note (or, in the case of a Stripped SQUARZ, in respect of the initial and substitute pledged treasuries). Therefore, a holder of SQUARZ or Stripped SQUARZ will recognize current taxable ordinary interest or discount income in respect of the SQUARZ or Stripped SQUARZ without receiving net current cash distributions. Moreover, losses recognized by a holder in respect of a SQUARZ or Stripped SQUARZ held as a capital asset will constitute capital losses, which may be used to offset ordinary interest or discount income in respect of SQUARZ or Stripped SQUARZ only by individual investors and to a very limited extent. See “U.S. Federal Income Tax Consequences” in this prospectus.

An investment in a SQUARZ involves certain tax-related risks. As there is no statutory, judicial or administrative authority directly addressing the U.S. federal income tax treatment of the SQUARZ or instruments similar to the SQUARZ, you are urged to consult your own tax advisor with respect to the tax consequences of the purchase, ownership and disposition of the SQUARZ. See “Risk Factors” in this prospectus.

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RISK FACTORS

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing Berkshire or a holder of the securities covered by this prospectus. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations or adversely affect those securities.

If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected, and the trading price or value of the SQUARZ, Stripped SQUARZ, notes and our common stock could decline substantially.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below or in our SEC reports incorporated by reference in this prospectus.

Risks Related to an Equity Investment in Berkshire

A terrorist attack causing large and widespread loss of life or property could result in a large aggregation of losses for Berkshire’s insurance business.

The terrorist attack on September 11, 2001 revealed that Berkshire’s insurance companies are currently exposed to the risk of a large aggregation of losses. Before September 11, we did not adequately evaluate the possibility of large-scale terrorism losses when setting insurance prices or evaluating the risk of multiple losses stemming from a single event or from related events (aggregation risk). Consequently, our insurance companies wrote some insurance policies for which they did not charge premiums commensurate with the risk of losses that could result from, for example, a nuclear detonation in a major metropolis or a biological or chemical attack in multiple buildings. We have attempted since September 11 to account adequately for such risks in writing new insurance and reinsurance, but exposures related to prior insurance and reinsurance coverages remain on our books. While these exposures generally run off over the balance of this year, the risks posed by global terrorism are inherently hard to predict so that our ability to anticipate how risks will aggregate is quite imperfect.

Our tolerance for risk in our insurance business may result in a high degree of volatility in our periodic reported earnings.

Berkshire has been and continues to be willing to assume more risk than any other insurer has knowingly taken on. We are willing to lose as much as $2 to $2.5 billion from a single loss event (as we did on September 11) if we are properly paid for the risk assumed. Also, since September 11, we have written some coverages for future terrorist-related losses. In all cases, however, we have attempted to avoid writing groups of policies from which losses might seriously aggregate. Our tolerance for huge losses may in some future periods result in huge losses. This policy may result in a high degree of volatility in our periodic reported earnings.

Our insurance companies’ investments are unusually concentrated.

Compared to other insurers, Berkshire’s insurance subsidiaries keep an unusually high percentage of their assets in common stocks and diversify their portfolios far less than is conventional. A significant decline in the general stock market or in the price of our major investments may produce a large decrease in Berkshire’s book value, one far greater than likely to be experienced by most other

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property-casualty insurance companies. Such a decrease could have a material adverse effect on the share price of our class A and class B common stock.

We are dependent upon a few key people.

Investment decisions and all other capital allocation decisions are made for Berkshire’s businesses by Warren E. Buffett, chairman of our board of directors, age 71, in consultation with Charles T. Munger, vice chairman of our board of directors, age 78. If for any reason the services of Berkshire’s key personnel, particularly Mr. Buffett, were to become unavailable to Berkshire, there could be a material adverse effect both on Berkshire and on the market prices of the SQUARZ, Stripped SQUARZ, and our class A and class B common stock.

The past growth rate in Berkshire stock is not an indication of future results.

In the years since Berkshire’s present management acquired control of Berkshire, its book value per share has grown at a highly satisfactory rate. Because of the large size of Berkshire’s capital base (stockholders’ equity of approximately $62.4 billion as of June 30, 2002), Berkshire’s book value per share cannot increase in the future at a rate even close to its past rate.

Our class B common stock is not convertible and has a lower vote and stock price than our class A common stock.

Each share of our class A common stock is convertible into thirty shares of our class B common stock, but shares of our class B common stock are not convertible into shares of our class A common stock or any other security. Although a share of our class B common stock may sell below one-thirtieth of the market price of a share of our class A common stock, it is unlikely that a share of our class B common stock will sell significantly above one-thirtieth of the market price of a share of our class A common stock because higher prices than that would cause arbitrage activity to ensue. Also, holders of our class A common stock are entitled to one vote, but holders of our class B common stock are entitled to only one two-hundredth of a vote, for each share on matters submitted to a vote of Berkshire stockholders. See “Description of Berkshire’s Capital Stock.”

Risks Related to the SQUARZ

The value of the shares of our common stock you receive upon exercise of your warrant may decline during the period from the date on which you exercise your warrant to the date on which the shares of our common stock are delivered.

Following any exercise of your warrant up to and including the date on which the shares are delivered, you are subject to the risk of decline in the price of our common stock, and therefore a reduction in the value of the shares you receive upon settlement of exercise of your warrant.

You are required to pledge zero-coupon U.S. treasury securities to us because the warrant installment payments exceed the interest we pay on the notes.

Because the warrant installment payments exceed the interest that we pay on the notes, treasury strips that mature on each warrant installment date through the stated maturity of the warrants were pledged to the collateral agent for our benefit. The total principal amount of the treasury strips together with interest payments on the note underlying a SQUARZ (or the total principal amount of the treasury securities underlying a Stripped SQUARZ) will fund the aggregate of your warrant installment payments through the stated maturity of the warrant. As described in “Description of the Warrants—Warrant Installment Payments,” these treasury strips were pledged to us on behalf of the holders of SQUARZ.

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The trading price for our common stock and the general level of interest rates and our credit quality will directly affect the trading price for the SQUARZ.

Our credit quality, operating results and prospects and economic, financial and other factors will affect the trading prices of our common stock. In addition, market conditions can affect the capital markets generally, in turn affecting the price of our common stock and our debt. These conditions may include the level of, and fluctuations in, the trading prices of stocks and debt generally or the trading prices of publicly traded companies in which we hold significant stakes. Fluctuations in interest rates may affect the relative value of our common stock which can be acquired upon exercise of the warrants and the relative value of the note component of the SQUARZ, which, in either case, could affect the trading prices of the SQUARZ.

You may suffer dilution of our common stock issuable upon exercise of your warrant.

The number of shares of our common stock issuable upon settlement of your warrant is subject to adjustment only for stock splits and combinations, stock dividends and specified other transactions described in this prospectus. See “Description of the Warrants—Antidilution Adjustments.” The number of shares of our common stock issuable upon settlement of each warrant is not subject to adjustment for other transactions or events, such as issuances of common stock for cash or in connection with acquisitions, which could adversely affect the price of our common stock. The terms of the SQUARZ do not restrict our ability to offer common stock in the future or to engage in other transactions that could dilute our common stock. Moreover, we have no obligation to consider the interests of the holders of the SQUARZ in engaging in any such offering or transaction.

You will have none of the rights of a stockholder.

Until you acquire shares of our common stock upon exercise of your warrant, you will have no rights with respect to our common stock, including voting rights or rights to receive dividends or other distributions, if any, on our common stock. Upon exercise of your warrant, you will be entitled to exercise the rights of a holder of common stock only as to actions for which the record date occurs after the date on which you are issued shares of common stock.

Your pledged securities are encumbered.

Although holders of SQUARZ or Stripped SQUARZ will be beneficial owners of the underlying treasury strips and the pledged notes or treasury securities, as the case may be, those securities have been pledged to the collateral agent to secure their obligations to make warrant installment payments. Therefore, for so long as the warrants remain outstanding, holders will not be allowed to withdraw their pledged securities from this pledge arrangement, except upon substitution of other securities as described in this prospectus, and once the warrants are no longer outstanding holders will be permitted to withdraw pledged securities only to the extent they have not been used to satisfy warrant installment payments. Additionally, notwithstanding holders’ right to cancel their warrants in the event we become the subject of a case under the U.S. Bankruptcy Code, the delivery of the pledged securities to you may be delayed by the imposition of the automatic stay of Section 362 of the Bankruptcy Code.

The SQUARZ agreement will not be qualified under the Trust Indenture Act of 1939; the obligations of the SQUARZ agent are limited.

The SQUARZ agreement relating to the SQUARZ will not be qualified under the Trust Indenture Act of 1939. The SQUARZ agent under the SQUARZ agreement, who will act as the agent and the attorney-in-fact for holders of the SQUARZ and the Stripped SQUARZ, will not be qualified as a trustee under the Trust Indenture Act of 1939. Accordingly, holders of SQUARZ will not have the benefits of

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the protections of the Trust Indenture Act of 1939. Under the terms of the SQUARZ agreement, the SQUARZ agent has only limited obligations to the holders of the SQUARZ and Stripped SQUARZ. The Bank of New York will act in several agency roles, including as SQUARZ agent for the holders of SQUARZ and Stripped SQUARZ and as collateral agent for us.

You may receive unregistered, not freely tradable, stock upon exercise of your warrant.

If for some reason the registration statement of which this prospectus is a part does not stay effective (see “Description of the Registration Rights Agreement”), then the common stock issued upon exercise of warrants when the registration statement is not effective must be issued and sold pursuant to an exemption from the registration requirements of the Securities Act. In that event, the shares received on warrant exercise would be restricted securities under the Securities Act and not freely tradable. Also, a holder of a SQUARZ or Stripped SQUARZ that has never been resold pursuant to an effective registration statement will receive upon exercise of the warrant underlying that SQUARZ or Stripped SQUARZ restricted common stock that cannot be freely traded unless there is an effective registration statement at the time covering the resale of that stock.

Because of the lack of an established trading market for the SQUARZ, the Stripped SQUARZ and the notes, you may not be able to sell your SQUARZ, Stripped SQUARZ or notes at all or at an attractive price.

Prior to our initial offering of SQUARZ, there was no trading market for the SQUARZ. Although Goldman, Sachs & Co. has advised us that it currently is making and intends to continue to make a market in the SQUARZ, it is not obligated to do so and may discontinue such market making at any time without notice. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act. Accordingly, there can be no assurance that any market for the SQUARZ will be maintained. If an active market for the SQUARZ fails to be sustained, the trading price of the SQUARZ could be materially adversely affected. We do not intend to apply for listing of the SQUARZ, the Stripped SQUARZ or the notes on any securities exchange.

Risks Related to Tax Consequences

No authority directly addresses the U.S. federal income tax consequences of the purchase, ownership and disposition of the SQUARZ.

No statutory, judicial or administrative authority directly addresses the treatment of the SQUARZ or instruments similar to the SQUARZ for U.S. federal income tax purposes. As a result, you are urged to consult your own tax advisor with respect to the tax consequences of the purchase, ownership and disposition of the SQUARZ.

U.S. holders will recognize current taxable income in respect of the SQUARZ and Stripped SQUARZ without receiving current cash distributions and a holder might not be able to offset losses in respect of SQUARZ or Stripped SQUARZ against that income.

Because warrant installment payments made by a holder are capital expenditures and thus not currently deductible for U.S. federal income tax purposes, a holder will not be able to use the warrant installment payments made by that holder to offset current interest or discount income recognized in respect of the initial pledged treasuries and the note (or, in the case of a Stripped SQUARZ, in respect of initial and substitute pledged treasuries). Therefore a holder of SQUARZ or Stripped SQUARZ will recognize current taxable ordinary interest or discount income in respect of the SQUARZ or Stripped SQUARZ without receiving net current cash distributions. Moreover, losses recognized by a holder in

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respect of SQUARZ or Stripped SQUARZ held as a capital asset will constitute capital losses, which may be used to offset ordinary interest or discount income in respect of SQUARZ or Stripped SQUARZ only by individual investors and to a very limited extent.

The tax consequences of a net-share settlement of the warrants are uncertain.

The exchange of warrants for common stock under a net-share settlement should qualify as a recapitalization. In that case, a holder would generally not recognize gain or loss upon a net-share settlement of a warrant. It is possible, however, in the case of a net-share settlement, that the holder could be treated as having disposed of some or all of the warrants in a taxable transaction, in which case the holder would recognize gain equal to the fair market value of the warrants deemed disposed of over the holder’s tax basis in those warrants.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of consolidated earnings to consolidated fixed charges for the six months ended June 30, 2002 and for the fiscal years ended December 31, 2001, 2000, 1999, 1998 and 1997.

	Six Months Ended June 30, 2002		Fiscal Year Ended December 31,
			2001		2000		1999		1998		1997
Earnings Available for Fixed Charges (in millions)	$	2,904	$	1,611	$	5,694	$	2,637	$	4,456	$	2,968
Fixed Charges* (in millions)	$	146	$	307	$	212	$	187	$	142	$	141
Ratio of Earnings to Fixed Charges*		19.89x		5.25x		26.86x		14.10x		31.38x		21.05x

* Excludes fixed charges of finance businesses. Ratios of consolidated earnings to consolidated fixed charges, including fixed charges of finance businesses, are: 1997—18.56x; 1998—27.47x; 1999—4.17x; 2000—6.56x; 2001—2.22x; six months ended June 30, 2002—7.55x.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale by selling securityholders of any of the securities covered by this prospectus.

We will receive net proceeds in connection with the exercise of the warrants underlying the SQUARZ and Stripped SQUARZ, the actual amount of which will depend on the number of warrants exercised. Whether or not any, some or all of the warrants will be exercised will depend on factors, including changes in the trading price of our common stock. If a warrant is exercised, we will receive the exercise price of $10,000 in exchange for the issuance of our common stock to the holder thereof. Holders of SQUARZ or Stripped SQUARZ are required to pay the exercise price to us in cash (except, in the case of exercise on the maturity date or early expiration date of the warrant, they may direct that we be paid from the proceeds of the simultaneous remarketing or, in the case of a failed remarketing, the proceeds of our repurchase of their notes). See “Description of the Warrants—Exercise of Warrants.” If all of the warrants are exercised, we will receive aggregate net proceeds of approximately $400,000,000. We will use such proceeds for general corporate purposes, including possible acquisitions.

SELLING SECURITYHOLDERS

We originally issued 40,000 SQUARZ to Goldman, Sachs & Co., as initial purchaser, in a private placement on May 28, 2002. Goldman, Sachs & Co. then resold the SQUARZ in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed to be “qualified institutional buyers” as defined by Rule 144A under the Securities Act.

Selling securityholders may, from time to time, use this prospectus to offer and sell any of the securities covered by this prospectus. We may use this prospectus to offer and sell our common stock issuable upon exercise of the warrant underlying a SQUARZ or Stripped SQUARZ to a holder thereof who acquired that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus. The remarketing agent may use this prospectus in connection with any remarketing of the notes covered by this prospectus.

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When we refer to the “selling securityholders” in this prospectus, we mean those persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders’ interests. When we refer to the “remarketing agent” in this prospectus, we mean the remarketing agent selected by us to remarket the notes after the occurrence of a remarketing event (as further described in “Description of the Notes—Remarketing” below).

The table below sets forth the name of each selling securityholder, the aggregate number of SQUARZ and Stripped SQUARZ and the aggregate principal amount of notes that each selling securityholder may offer pursuant to this prospectus, and the number of shares of our common stock that are issuable upon the exercise of the warrants underlying such SQUARZ or Stripped SQUARZ. Unless set forth below, none of the selling securityholders has, or within the past three years has had, any material relationship with us or any of our affiliates.

We have prepared the table below based on information given to us by the selling securityholders on or prior to [            ]. However, any or all of the SQUARZ, Stripped SQUARZ, notes or our common stock may, from time to time, be offered for sale pursuant to this prospectus by the selling securityholders. Accordingly, we cannot estimate the number of SQUARZ, Stripped SQUARZ, notes or shares of our common stock that will be offered for sale by the selling securityholders or held by them upon consummation of any such sales. In addition, the selling securityholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their SQUARZ, Stripped SQUARZ, notes or shares of our common stock since the date as of which the information in the table is presented.

The warrants underlying the SQUARZ and Stripped SQUARZ are exercisable, in the aggregate, for a maximum aggregate of 4,464 shares (subject to antidilution adjustments) of our class A common stock or 133,920 shares (subject to antidilution adjustments) of our class B common stock. Whether or not any, some or all of the warrants will be exercised will depend on factors, including changes in the price of our common stock. We cannot estimate the actual number of shares (if any) of our common stock that will be offered for sale pursuant to this prospectus.

Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements to the extent required by the Securities Act and the rules thereunder. We also will set forth in prospectus supplements any other additional required information relating to the selling securityholders. From time to time, additional information concerning ownership of the SQUARZ, Stripped SQUARZ, notes, and common stock may rest with certain holders thereof not named in the table below and of whom we are unaware.

Name of Selling Securityholder Number of SQUARZ and Stripped SQUARZ that May Be Sold(1) Percentage of SQUARZ and Stripped SQUARZ Outstanding Aggregate Principal Amount of Notes that May Be Sold(2) Percentage of Notes Outstanding Number of Shares of Class A Common Stock that May Be Sold(3) Number of Shares of Class B Common Stock that May Be Sold(4) Percentage of Common Stock Outstanding(5)

* Less than one percent.

(1) Stripped SQUARZ can be created from SQUARZ and re-created into SQUARZ.

(2) The notes may be sold as a unit with the SQUARZ of which they are a component or sold separately after they have been separated from such SQUARZ.

(3) Assumes that all of the warrants underlying the SQUARZ and Stripped SQUARZ of the selling securityholder are exercised for class A common stock at a ratio of 0.1116 share of class A common stock per warrant; excludes fractional shares of class A common stock and shares of class B common stock that are issuable in lieu of fractional shares of class A common stock.

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(4) Assumes that all of the warrants underlying the SQUARZ and Stripped SQUARZ of the selling securityholder are exercised for class B common stock at a ratio of 3.3480 shares of class B common stock per warrant or exercised for class A common stock at a ratio of 0.1116 share of class A common stock per warrant and converted into 30 shares of class B common stock per share of class A common stock; excludes fractional shares of class B common stock.

(5) Calculated pursuant to Rule 13d-3(d)(i) under the Exchange Act based on 1,317,317 shares of class A common stock and 6,500,173 shares of class B common stock outstanding as of July 31, 2002. In calculating the percentage with respect to each selling securityholder, we treated as outstanding the shares of common stock issuable upon exercise of all of the warrants underlying the SQUARZ and Stripped SQUARZ held by such selling securityholder but did not assume the exercise of any warrant by any other holder of SQUARZ or Stripped SQUARZ. Because each share of class A common stock is convertible into 30 shares of class B common stock, we treated each share of class A common stock as equivalent to 30 shares of class B common stock. Percentage for each selling securityholder reflects not only the shares of our common stock issuable to such selling securityholder upon the exercise of the warrants underlying such selling securityholder’s SQUARZ or Stripped SQUARZ but also other shares of our common stock that such selling securityholder has informed us that it beneficially owns.

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PLAN OF DISTRIBUTION

We are registering the SQUARZ, Stripped SQUARZ, notes, and the common stock covered by this prospectus to permit (i) holders of the securities covered by this prospectus to conduct public secondary trading of these securities from time to time after the date of this prospectus; (ii) us to offer and sell our common stock issuable upon the exercise of the warrant underlying a SQUARZ or Stripped SQUARZ to holders thereof who acquired that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus; and (iii) the remarketing agent to offer and sell the notes in connection with any remarketing of the notes, in each case, including any deemed sale or transfer of such securities.

A selling securityholder may sell any or all of the securities which are the subject of this prospectus in one or more of the following ways:

• directly to purchasers,

• pursuant to Rule 144 under the Securities Act, where applicable,

• through brokers or dealers, or otherwise, or

• through one or more underwritten offerings, on a firm commitment or best efforts basis.

Such sales may occur at a fixed offering price (which may be changed), at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. Such prices will be determined by a selling securityholder or by agreement between a selling securityholder and one or more underwriters, dealers, brokers or agents.

Such sales may be effected in one or more transactions (which may involve crosses or block transactions) (i) in the over-the-counter market, (ii) on any national securities exchange or quotation service if such securities are listed or quoted at the time of sale, (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 such sales or otherwise, the selling securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities covered by this prospectus or securities similar thereto in the course of hedging the positions they assume. The selling securityholder may also sell such securities short and deliver such securities to close out such short positions, or loan or pledge such securities to broker-dealers that in turn may sell such securities.

Any underwriters, dealers, brokers or agents participating in the distribution of the securities covered by this prospectus may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling securityholder and/or the purchasers of such securities . In addition, a selling securityholder and any such underwriters, dealers, brokers or agents may be deemed to be “underwriters” under the Securities Act. As a result, any profits on the sale of shares by them and any discounts, commissions or concessions received by any of such persons may be deemed to be underwriting discounts and commissions under the Securities Act. Those who act as underwriters, brokers, dealers or agents in connection with the sale of such securities will be selected by the selling securityholder and may have other business relationships with us and our subsidiaries or affiliates in the ordinary course of business.

We are not obligated to, and will not, enter into any underwriting, indemnity or other agreement in connection with an underwritten offer or sale by a selling securityholder. We are not obligated to, and we will not, provide access to any nonpublic information in connection with any such offer or sale.

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When a holder who acquired a SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus exercises the warrant underlying that SQUARZ or Stripped SQUARZ, we will use this prospectus to deliver the shares of our class A and/or class B common stock issued upon that exercise, and those shares will be freely tradable.

The remarketing agent may offer and sell notes as described in the section titled “Description of the Notes—Remarketing” above.

Berkshire’s class A and class B common stock are listed for trading on the New York Stock Exchange, under the trading symbols BRK.A and BRK.B, respectively. The SQUARZ, Stripped SQUARZ and notes are not listed, and we do not intend to list any of them, on any exchange or other quotation system.

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DESCRIPTION OF THE SQUARZ

The terms of the SQUARZ include those stated in the SQUARZ agreement between Berkshire and The Bank of New York, as SQUARZ agent. The following description of certain material terms of the SQUARZ and the following descriptions of certain material terms of the notes and the warrants under the captions “Description of the Warrants,” “Description of the Notes” and “Description of the Registration Rights Agreement” in this prospectus do not purport to be complete.

We urge you to read the SQUARZ agreement, including the forms of the SQUARZ and the Stripped SQUARZ, and the indenture (including definitions of terms used therein), pledge agreement and the registration rights agreement because they, and not this description, define your rights as holder of the SQUARZ. You may request copies of these documents from us at our address set forth above under “Berkshire Hathaway Inc.”

General

40,000 SQUARZ have been issued and authenticated under the SQUARZ agreement. Each SQUARZ evidences its holder’s beneficial ownership of:

• a note, payable by us, due November 15, 2007 with a principal amount of $10,000, on which we will pay interest semiannually at the initial rate of 3.00% per annum; provided, that the maturity of the note may be earlier as a result of a required acceleration event with respect to the SQUARZ (as described in “Description of the Notes—Remarketing” and “Description of the Warrants” below), and the interest rate on the note may be reset in connection with a successful remarketing of the notes (as described in “Description of the Notes” below);

• a warrant to purchase, on or prior to May 15, 2007 (subject to acceleration as described in “Description of the Warrants” below), 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at the holder’s option, at an exercise price of $10,000. If the holder elects to receive our class A common stock, any fractional share of our class A common stock the holder would receive will be issued in such number of shares of our class B common stock that is equal to the fractional number of our class A common stock multiplied by 30, and any fractional share of our class B common stock the holder would receive will be paid in cash equal to the then-current market price of one share of our class B common stock multiplied by such fraction. You are obligated to make semiannual warrant installment payments for so long as the warrant is outstanding, and you may be required to make up to an additional warrant installment payment when the warrant is exercised or otherwise ceases to be outstanding. Your right to cancel the warrant and terminate your obligation to make these payments is limited; and

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• U.S. treasury strips that will mature on a semiannual basis through May 15, 2007. We refer to these treasury strips as the “initial pledged treasuries.” Because treasury strips can be purchased only in integral multiples of $1,000, each SQUARZ evidences a fractional ownership in the treasury strips. The initial pledged treasuries related to each SQUARZ consists of the following U.S. treasury strips:

CUSIP No.	Maturity Date
912833FR6	15-Nov-2002
912833FS4	15-May-2003
912820DJ3	15-Nov-2003
912820BJ5	15-May-2004
912803AB9	15-Nov-2004
912803AD5	15-May-2005
912833FX3	15-Nov-2005
912820BS5	15-May-2006
912833FZ8	15-Nov-2006
912820BX4	15-May-2007

The notes (without recourse to payments of principal thereof) and the initial pledged treasuries have been pledged to us to secure your obligation to make the semiannual warrant installment payments under the SQUARZ agreement. The notes may be separated from the SQUARZ by pledging treasury securities in lieu of the notes, thus creating “Stripped SQUARZ,” as described below under “—Creating Stripped SQUARZ and Recreating SQUARZ.” In no event may a warrant be held separately from its related pledged securities.

The purchase price paid for a SQUARZ will be allocated among the note, the warrant and the initial pledged treasuries based on their respective fair market values (taking into account the obligation to make warrant installment payments). The amount of the purchase price allocated to the initial pledged treasuries will be further allocated among the initial pledged treasuries in accordance with their relative fair market values. See “U.S. Federal Income Tax Consequences—Allocation of Purchase Price of the SQUARZ” in this prospectus.

We have entered into:

• a SQUARZ agreement with The Bank of New York, as SQUARZ agent, governing the appointment of the SQUARZ agent as the agent and attorney-in-fact for the holders of the SQUARZ and the Stripped SQUARZ, the transfer, exchange or replacement of certificates representing the SQUARZ and the Stripped SQUARZ and certain other matters relating to the SQUARZ and the Stripped SQUARZ; and

• a pledge agreement with The Bank of New York, as collateral agent, custodial agent and securities intermediary creating a pledge and security interest for our benefit to secure the obligations of holders of SQUARZ and Stripped SQUARZ under the SQUARZ agreement.

Creating Stripped SQUARZ and Recreating SQUARZ

Holders of SQUARZ have the ability to “strip” those SQUARZ and take delivery of the pledged notes, creating “Stripped SQUARZ,” as described below. Holders of Stripped SQUARZ have the ability to re-create SQUARZ from their Stripped SQUARZ by depositing notes with the collateral agent, as described in more detail below. Holders who elect to create Stripped SQUARZ or re-create SQUARZ will be responsible for any related fees or expenses.

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Each Stripped SQUARZ will evidence a holder’s beneficial ownership of:

• a warrant;

• initial pledged treasuries; and

• certain U.S. treasury strips described under “—Creating Stripped SQUARZ” below.

Creating Stripped SQUARZ

Each holder of a SQUARZ may create a Stripped SQUARZ at any time on or before the second business day prior to the maturity or early expiration of the related warrant by substituting, for a previously pledged note, treasury securities as described below that will pay, on each warrant installment payment date prior to the maturity of the warrant, an amount equal to the warrant installment payment due on that date under the SQUARZ agreement, minus the amount to be received on that date from the initial pledged treasuries for one SQUARZ. In order to create Stripped SQUARZ in this way, a holder must deliver to the collateral agent the zero-coupon U.S. treasury securities listed below that have maturity dates after the date of the creation of the Stripped SQUARZ:

CUSIP No.	Maturity Date
912833FR6	15-Nov-2002
912833FS4	15-May-2003
912820DJ3	15-Nov-2003
912820BJ5	15-May-2004
912803AB9	15-Nov-2004
912803AD5	15-May-2005
912833FX3	15-Nov-2005
912820BS5	15-May-2006
912833FZ8	15-Nov-2006
912820BX4	15-May-2007

We refer to these treasury securities that are pledged in substitution for pledged notes as “substitute pledged treasuries.” Because treasury securities are issued in integral multiples of $1,000, holders of SQUARZ may make the substitution only in integral multiples of 20 SQUARZ.

The initial pledged treasuries have been, and substitute pledged treasuries (collectively, “pledged treasury securities”) will be, pledged to the collateral agent to secure the holder’s obligation to make warrant installment payments. The initial pledged treasuries will in all events remain pledged to us to secure a portion of the warrant installment payments.

To create a Stripped SQUARZ, you must:

• deposit with the collateral agent the substitute pledged treasuries described above, which will be substituted for a pledged note and pledged to the collateral agent to secure your obligation to pay the warrant installment payments;

• tender a SQUARZ to the SQUARZ agent; and

• deliver a notice to the SQUARZ agent stating that you have deposited the specified substitute pledged treasuries with the collateral agent, pledging such substitute pledged treasuries and instructing that such substitute pledged treasuries be pledged to the collateral agent, and requesting that the SQUARZ agent instruct the collateral agent to release to you one pledged note.

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Upon that deposit and the receipt of an instruction from the SQUARZ agent, the collateral agent will effect the release to the SQUARZ agent of a pledged note free and clear of our security interest. The SQUARZ agent will then:

• cancel your SQUARZ;

• transfer to you the released note; and

• deliver to you a Stripped SQUARZ.

Any notes released to you will be tradable separately from the resulting Stripped SQUARZ. Interest on the released note will continue to be payable in accordance with its terms.

Recreating SQUARZ

Each holder of a Stripped SQUARZ may re-create a SQUARZ by substituting a note for substitute pledged treasuries. Holders may re-create SQUARZ at any time on or before the second business day prior to the maturity or early expiration of the related warrant, except that they may not re-create SQUARZ during the period beginning 15 days prior to a remarketing date.

Upon re-creation of the SQUARZ, the note will be pledged (without recourse to payments of principal thereof) to the collateral agent for our benefit to secure in part the holder’s obligation to pay the warrant installment payments under the SQUARZ agreement, and the substitute pledged treasuries relating to the Stripped SQUARZ will be released. Because treasury securities are issued in integral multiples of $1,000, holders of Stripped SQUARZ may make the substitution only in integral multiples of 20 Stripped SQUARZ.

After a note has been combined with a Stripped SQUARZ to re-create a SQUARZ, the right of the holder or its successor, if any, to put the re-combined note on a scheduled repurchase date will be lost, except in connection with an exercise or cancellation of the warrant related to the now-recombined SQUARZ. However, such holder will still have a put right upon a failed remarketing. See “Description of the Notes—Put Rights.”

To re-create a SQUARZ from a Stripped SQUARZ, you must:

• deposit a note with the collateral agent;

• tender a Stripped SQUARZ to the SQUARZ agent; and

• deliver a notice to the SQUARZ agent stating that you have deposited the note with the collateral agent, pledging the note and instructing the note to be pledged to the collateral agent, and requesting that the SQUARZ agent instruct the collateral agent to release to you the substitute pledged treasuries relating to a Stripped SQUARZ.

The note will then be substituted for the substitute pledged treasuries underlying a Stripped SQUARZ and will be pledged (without recourse to payments of principal thereof) to the collateral agent to secure your obligation to pay the warrant installment payments under the SQUARZ agreement.

Upon that deposit and the receipt of an instruction from the SQUARZ agent, the collateral agent will effect the release to the SQUARZ agent of the substitute pledged treasuries free and clear of our security interest. The SQUARZ agent will:

• cancel the Stripped SQUARZ;

• transfer to you the substitute pledged treasuries; and

• deliver to you the SQUARZ.

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Pledged Securities and Pledge Agreement

The notes and the initial pledged treasuries underlying the SQUARZ have been, and any substitute pledged treasuries delivered in substitution for the pledged notes will be, pledged to the collateral agent for our benefit (without recourse, in the case of the notes, to payments of principal thereof). Under the pledge agreement, the pledged treasury securities and the notes (without recourse to payments of principal thereof) secure the obligations of holders of SQUARZ and Stripped SQUARZ to make warrant installment payments. A holder of a SQUARZ or a Stripped SQUARZ cannot separate or separately transfer the warrant from the pledged securities underlying the SQUARZ or Stripped SQUARZ. Your rights to the pledged securities are subject to our security interest created by the pledge agreement. You may not withdraw the remaining portion, if any, of the pledged securities related to the SQUARZ or Stripped SQUARZ from the pledge arrangement except upon:

• the tender of substitute pledged treasuries to replace the related pledged note upon the creation of a Stripped SQUARZ;

• the tender of a note to replace the related substitute pledged treasuries upon the re-creation of a SQUARZ;

• the cancellation (when permitted) or exercise of the warrants (in each case, subject to payment of the warrant installment payment due on such date or on the next succeeding warrant installment payment date, if any); or

• the maturity or early expiration of the warrant (subject to payment of the warrant installment payment due on the maturity date or the warrant installment payment accrued to, but excluding, the early expiration date).

Subject to our security interest and the terms of the SQUARZ agreement and the pledge agreement, the holders of SQUARZ or Stripped SQUARZ retain ownership of the initial pledged treasuries, and the pledged notes or substitute pledged treasuries, as the case may be, except that payments (other than payments of principal) on or proceeds from the notes and amounts received on the initial pledged treasuries and substitute pledged treasuries will be used to make warrant installment payments on the holder’s behalf.

We have no interest in the pledged securities other than our security interest.

If you cancel the warrant underlying your SQUARZ or Stripped SQUARZ (which you may only do in specified circumstances), let the warrant expire without exercise, or exercise the warrant for cash or through net-share settlement, then, except as provided below, the collateral agent will return the remaining pledged securities relating to the SQUARZ or Stripped SQUARZ, as the case may be, to you, subject to any amount of warrant installment payment that may be payable.

However, if you cancel (other than in the case of our bankruptcy) or exercise your warrant in amounts other than integral multiples of 80 SQUARZ or Stripped SQUARZ (such that your pro rata interest in the pledged treasury securities represents a non-integral multiple of $1,000 principal amount of any maturity) some or all of the pledged treasury securities pledged by you may be retained by the collateral agent for your benefit and your pro rata portion of the proceeds from such pledged treasury securities will be distributed to you when the pledged treasury securities mature (except that in connection with a required acceleration event, the collateral agent will sell the remaining pledged treasury securities and distribute your pro rata portion of such sale proceeds as soon as practicable following the early expiration date of the warrants). Your pro rata interest in any treasury securities retained for your benefit as described in the preceding sentence will cease to be pledged to us upon your cancellation or exercise of the warrant (and your payment of any warrant installment payment then due), even though the treasury securities will continue to be held by the collateral agent. Further, if you exercise your warrant on a day that is not a warrant installment payment date, you will be

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required to pay the full amount that would have been due on the next warrant installment payment date at the time of exercise in cash, (except that if you exercise your warrant following notice of an acceleration event, you will be required to pay the amount of the warrant installment payment accrued to but excluding the early expiration date of the warrant), if you exercise your warrant on a warrant installment payment date, you will be required to pay the amount due on such date, and if your warrant expires unexercised as a result of a required acceleration event, you will be required to pay the amount of the warrant installment payment accrued to but excluding the early expiration date of the warrant.

If you hold a SQUARZ (but not a Stripped SQUARZ), your warrant will be cancelled effective on any scheduled repurchase date where you effectively exercise your right to require us to repurchase the note relating to such SQUARZ. Thereafter, you will not be required to make any future warrant installment payments (other than the warrant installment payment due on that scheduled repurchase date), and your pledged securities will be released to you (or, in the case of treasury securities in which your pro rata interest represents non-integral multiples of $1,000 principal amount of any maturity, held for your benefit and your pro rata portion of the proceeds distributed at maturity). See “Description of Notes—Put Rights” below.

In the case of our bankruptcy prior to maturity of the warrants, the warrants underlying your SQUARZ or Stripped SQUARZ will be automatically cancelled, and you will not be required to make any future warrant installment payments. Subject to the approval by the bankruptcy court if required, your notes will be released to you and the pledged treasury securities will be liquidated and the proceeds distributed on a pro rata basis.

If we default on an interest payment on the notes, you will have the right to cancel the warrants underlying your SQUARZ or Stripped SQUARZ. If you choose to cancel your warrants, you will not be required to make any future warrant installment payments, and your pledged securities will be released to you (or, in the case of treasury securities in which your pro rata interest represents non-integral multiples of $1,000 principal amount of any maturity, held for your benefit and your pro rata portion of the proceeds distributed to you at maturity).

Except as expressly provided above, you are not permitted to cancel the warrants or to be released from the obligation to make warrant installment payments.

Amendment and Modification of the SQUARZ Agreement

The SQUARZ agreement may be amended by us and the SQUARZ agent, without your consent, for the purpose of, among other things:

• appointing a successor SQUARZ agent;

• adding to our covenants for your benefit;

• adding, amending or supplementing procedures and procedural matters;

• curing any ambiguity, or correcting or supplementing any defective or inconsistent provisions; or

• make any other provisions with respect to matters or questions arising under the SQUARZ agreement which shall not adversely affect the interests of the holders.

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The SQUARZ agreement contains provisions permitting us and the SQUARZ agent, with the consent of the holders of not less than a majority of the SQUARZ and Stripped SQUARZ at the time outstanding, to modify the rights of the holders of the SQUARZ or Stripped SQUARZ and the terms of the SQUARZ agreement, except that no modification may, without the consent of the holder of each outstanding SQUARZ and Stripped SQUARZ affected thereby:

• change the warrant installment payment date;

• change the amount or type of collateral required to be pledged;

• materially and adversely affect the holders’ rights in any pledged collateral;

• change the exercise date of the warrants, except as provided in the SQUARZ agreement;

• reduce the number of shares of our common stock issuable upon exercise of the warrants;

• increase the exercise price of the warrants;

• increase the amount of the warrant installment payments;

• change the maturity date of the warrants;

• materially and adversely affect the holders’ right with respect to the SQUARZ and Stripped SQUARZ;

• reduce the percentage of outstanding SQUARZ and Stripped SQUARZ the consent of holders of which is required for the modification or amendment of the provisions of the SQUARZ agreement.

Consolidation, Merger, Sale or Conveyance

We have agreed in the SQUARZ agreement that we will not (1) merge with or into or consolidate with any other entity or (2) sell, assign, transfer, lease or convey all or substantially all of our assets to any corporation or other entity other than, with respect to clause (2), our direct or indirect wholly-owned subsidiaries, unless, in each case:

• the successor or transferee corporation (or other entity) shall be a corporation or other entity organized under the laws of the United States of America, of a State of the United States, or of the District of Columbia;

• the successor or transferee corporation (or other entity) shall expressly assume our obligations under the SQUARZ agreement, the pledge agreement, and the remarketing agreement; and

• we or such successor or transferee corporation (or other entity) is not, immediately after such merger, consolidation, sale, assignment, transfer, lease or conveyance, in default in the performance of any of our or its obligations under the SQUARZ agreement, the pledge agreement or the remarketing agreement.

Title

We, the SQUARZ agent and the collateral agent may treat the registered holder of any SQUARZ or Stripped SQUARZ as the absolute owner of those SQUARZ or Stripped SQUARZ, as the case may be, for the purpose of making payment and settling the related warrants and for all other purposes.

Replacement and Transfer of Certificates

If physical certificates are issued, we will replace any mutilated certificate at your expense upon surrender of that certificate to the SQUARZ agent. We will replace certificates that become destroyed, lost or stolen at your expense upon delivery to us and the SQUARZ agent of satisfactory evidence that

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the certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the SQUARZ agent or us.

We, however, are not required to issue any certificates representing SQUARZ or Stripped SQUARZ on or after the maturity or early expiration of the warrants. In place of the delivery of a replacement certificate following the maturity or early expiration of the warrants, the SQUARZ agent, upon delivery of the evidence and indemnity described above, will deliver the pledged securities related to the SQUARZ or Stripped SQUARZ evidenced by the certificate (less any amount required to pay warrant installments due by the holder).

No service charge will be made for registration of transfer or exchange upon surrender of any certificate representing SQUARZ or Stripped SQUARZ at the office of the SQUARZ agent maintained for that purpose. We may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration or transfer or exchange of such certificates.

Governing Law

The SQUARZ agreement, the pledge agreement and the remarketing agreement are governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

Information Concerning the SQUARZ Agent

The Bank of New York is the SQUARZ agent. The SQUARZ agent will act as the agent and attorney-in-fact for the holders of SQUARZ and Stripped SQUARZ from time to time. The SQUARZ agreement does not obligate the SQUARZ agent to exercise any discretionary authority in connection with a default under the terms of the SQUARZ agreement, the pledge agreement or the pledged securities.

The SQUARZ agreement contains provisions limiting the liability of the SQUARZ agent. The SQUARZ agreement contains provisions under which the SQUARZ agent may resign or be replaced. Resignation or replacement of the SQUARZ agent would be effective upon the appointment of a successor.

The initial SQUARZ agent is one of a number of banks with which we or our subsidiaries may maintain ordinary banking and trust relationships.

Information Concerning the Collateral Agent

The Bank of New York is the collateral agent. The collateral agent will act solely as our agent and will not assume any obligation or relationship of agency or trust for or with any of the holders of the SQUARZ and Stripped SQUARZ except for the obligations owed by a pledgee of property to the owner thereof under the pledge agreement and applicable law.

The pledge agreement contains provisions limiting the liability of the collateral agent. The pledge agreement contains provisions under which the collateral agent may resign or be replaced. Resignation or replacement of the collateral agent would be effective upon the appointment of a successor.

The initial collateral agent is one of a number of banks with which we or our subsidiaries may maintain ordinary banking and trust relationships.

Miscellaneous

The SQUARZ agreement provides that we will pay all fees and expenses related to:

• the offering of the SQUARZ;

• the retention of the collateral agent and the SQUARZ agent;

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• the enforcement by the SQUARZ agent of the rights of the holders of the SQUARZ and Stripped SQUARZ; and

• with certain exceptions, stock transfer and similar taxes, if any, attributable to the initial issuance and delivery of our common stock upon exercise of the warrants.

Should you elect to create Stripped SQUARZ or re-create SQUARZ, you will be responsible for any fees or expenses payable in connection with the substitution of the applicable pledged securities, as well as any commissions, fees or other expenses incurred in acquiring the pledged securities to be substituted, and we will not be responsible for any of those fees or expenses.

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DESCRIPTION OF THE NOTES

The following description of certain material terms of the notes does not purport to be complete. The following description is subject to, and is qualified in its entirety by reference to, the indenture (the “base indenture”), entered into by and between us and The Bank of New York, as trustee (the “note trustee”), the officers’ certificate creating and defining the terms of the notes and the form of the note attached thereto (together, the “indenture”). Certain capitalized terms used herein are defined in the indenture.

We urge you to read the indenture (including definitions of terms used therein) because it, and not this description, defines your rights as a beneficial holder of the notes. You may request copies of these documents from us at our address set forth above under “Berkshire Hathaway Inc.”

General

$400,000,000 in aggregate principal amount of notes have been issued and authenticated under the indenture. The notes are our senior, unsubordinated obligations and are limited in aggregate principal amount to $400,000,000.

The notes are not subject to a sinking fund provision. The entire principal amount of the notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on November 15, 2007, unless such maturity date is earlier in connection with a required acceleration event as described below under “—Remarketing,” in which event the principal amount of the notes will be due and payable on such earlier maturity date, together with any accrued and unpaid interest on the principal amount.

Notes initially issued as part of the SQUARZ were issued in certificated form. Notes separated from the SQUARZ are expected to be issued in global certificated form. See “Book-Entry Issuance—Depository Procedures.” Payments on notes issued as a global certificate will be made through the note paying agent to DTC and payments on notes issued in certificated form will be made at the principal corporate trust office of the note trustee in New York City, New York; provided that payment of interest may be made at our option by check mailed to the address of the holder entitled thereto. The transfer of certificated notes will be registerable and notes will be exchangeable for notes of other denomination of a like aggregate principal amount at such corporate trust office.

You have certain put rights to require us to repurchase your notes as described in “Description of the Notes—Put Rights.”

We do not have the right to redeem the notes in whole or in part at any time.

Interest

Each note bears interest on its stated principal amount at the rate of 3.00% per annum, subject to adjustment as described below and under “Description of the Notes—Remarketing,” from and including May 15, 2002. Interest is payable semiannually in arrears on May 15 and November 15 of each year (each, an “interest payment date”), commencing on November 15, 2002, to the person in whose name such note is registered, subject to certain exceptions, at the close of business on the business day next preceding such interest payment date. The record date for interest payable on the notes on each interest payment date is the close of business on the business day next preceding each such Interest Payment Date. If some or all of the notes are in certificated form and are not in the form of a global certificate, we may in our sole discretion change the record date by providing notice thereof to the note trustee no later than 30 days prior to the next record date that would otherwise occur; provided that the

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record date will in no event be earlier than one business day prior to the applicable interest payment date.

The amount of interest payable for any full semiannual interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full semiannual interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. If any date on which interest is payable on the notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such interest payment date. A “business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in the Borough of Manhattan, the City of New York are authorized or required by law, regulation or executive order to close.

Any amounts payable on any notes that are not punctually paid on any payment date will cease to be payable to the person in whose name such notes are registered on the relevant record date, and such defaulted payment will instead be payable to the person in whose name such notes are registered on the special record date or other specified date determined in accordance with the indenture.

If the notes are successfully remarketed in conjunction with a required acceleration event or upon the maturity of the warrants, interest will accrue on the principal amount of the notes at the interest rate established in such remarketing from the remarketing date to but not including the maturity date or the early expiration date, as applicable. If there is a failed remarketing (as described in “Description of the Notes—Remarketing”), interest will continue to accrue on the principal amount of the notes at the rate of 3.00% per annum from the failed remarketing date to but not including the maturity date or the early expiration date.

Amounts received by the collateral agent on the initial pledged treasuries and substitute pledged treasuries and interest payments received by the collateral agent on the notes as well as proceeds from remarketing that represent accrued but unpaid interest on the notes, will be paid to the SQUARZ agent and then paid by the SQUARZ agent to us as payment of the warrant installment payment.

Remarketing

A “remarketing event” will occur:

• following the occurrence of a required acceleration event (as defined in “Description of the Warrants—Acceleration of Warrants”), in which case the remarketing date will be the third business day preceding the early expiration date of the warrants; or

• in connection with the maturity of the warrants, in which case the remarketing date will be May 10, 2007.

Following the occurrence of a remarketing event, all of the notes—other than the notes as to which the holders have opted not to participate in the remarketing—will be remarketed by an entity to be designated by us as remarketing agent. In the absence of an election to the contrary, holders of notes and SQUARZ will be deemed to have elected to participate in the remarketing.

Under a remarketing agreement, the remarketing agent will agree to use commercially reasonable efforts to remarket the participating notes at a price equal to 100.125% of their principal amount, plus any accrued and unpaid interest. If, by 4:00 p.m., New York City time, on the remarketing

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date, the remarketing agent is unable to remarket all of the notes participating in the remarketing at a price of at least 100% of their principal amount, plus any accrued and unpaid interest, a “failed remarketing” will have occurred. The SQUARZ agent will give notice of a failed remarketing to us and all holders of notes and SQUARZ prior to the close of business on the business day following the remarketing date. In the event of a failed remarketing, the holders of the notes and SQUARZ will have certain rights to require us to repurchase the notes as described in “Description of the Notes—Put Rights.”

After a successful remarketing, meaning all of the participating notes are sold for at least 100% of their principal amount, plus accrued and unpaid interest, the proceeds from the remarketed notes will initially be paid to the collateral agent (to the extent such notes were pledged as collateral), or paid to holders who held notes separate from the SQUARZ. The collateral agent will then pay the proceeds from the remarketed notes (in each case less any warrant installment payment then due to us) to the selling holders, unless the holders have elected to exercise their warrants through cash settlement and to have the remarketing proceeds apply to the exercise price, in which case the net proceeds will be applied toward the exercise price of the warrants and any warrant installment payment (or portions thereof) then due to us, with any excess net proceeds to be distributed to the selling holders.

In connection with a remarketing following a required acceleration event:

• the adjusted maturity of the notes will become the date that is 6 months following the remarketing date (whether or not the remarketing is successful);

• if the remarketing has been successful, beginning on the remarketing date, the notes will bear interest on their principal amount at the rate established in the remarketing; and

• if the remarketing has been unsuccessful, the interest rate on the notes will remain at 3.00% per annum and the holders of the notes will have the right to require us to repurchase the notes as described in “Description of Notes—Put Rights” below.

In connection with a remarketing at maturity of the warrants:

• the notes will continue to mature on their scheduled maturity date of November 15, 2007 (whether or not the remarketing is successful);

• if the remarketing has been successful, beginning on the remarketing date, the notes will bear interest on their principal amount at a rate equal to the rate established in the remarketing; and

• if the remarketing has been unsuccessful, the interest rate on the notes will remain at 3.00% per annum and the holders of the notes will have the right to require us to repurchase the notes as described in “Description of Notes—Put Rights” below.

Remarketing Procedures

Set forth below is a summary of the procedures to be followed in connection with a remarketing of the notes.

Remarketing in Connection with a Required Acceleration Event

In the event of a remarketing in connection with a required acceleration event, we will cause written notice of the remarketing to be given to the holders of the SQUARZ and the notes. As long as any of the SQUARZ or the notes are evidenced by one or more global certificates deposited with DTC, we also will request, not later than six and no more than 20 business days prior to the remarketing date, that DTC notify its participants holding SQUARZ or notes of the remarketing. The remarketing date will be the third business day preceding the early expiration date of the warrants. A holder of

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SQUARZ will be deemed to have elected to participate in the remarketing unless it has tendered on or prior to the fifth business day preceding the remarketing date to the SQUARZ agent cash in an amount equal to the interest on the pledged notes that has accrued or will accrue up to (but excluding) the early expiration date of the warrants. If the notes are remarketed in connection with a required acceleration event, whether the warrant is exercised or expires unexercised, holders of SQUARZ or Stripped SQUARZ will be required to pay us the warrant installment payment accrued to but excluding the early expiration date of the warrant, which will be the remarketing settlement date.

Remarketing Upon the Maturity of the Warrants

If not previously remarketed in connection with a required acceleration event, the notes will be remarketed on May 10, 2007 in connection with the maturity of the warrants. No further action will be required of us to select such date and we will not be required to give notice of such date except that, as long as the SQUARZ or the notes are evidenced by one or more global certificates deposited with DTC, we will request, not later than six nor more than 20 business days prior to the remarketing date, that DTC notify its participants holding SQUARZ or notes of the remarketing. If the notes are to be remarketed in connection with the maturity of the warrants, whether the warrant is exercised or expires unexercised, holders of SQUARZ or Stripped SQUARZ will be required to pay us the warrant installment payment due on the maturity date.

The warrants will mature on May 15, 2007, the settlement date for a remarketing in connection with the maturity of the warrants.

General

Unless holders of notes elect not to have their notes remarketed, all notes will be remarketed on a remarketing date. A holder may elect not to have its notes remarketed by notifying the remarketing agent of such election not later than 5:00 p.m., New York City time, on the fifth business day preceding the remarketing date, accompanied by, in the case of a holder of SQUARZ, cash in an amount equal to the interest on the pledged notes that has accrued or will accrue up to (but excluding) the early expiration date of the warrants. Any such notice will be irrevocable and may not be conditioned upon the level at which the reset rate (as defined below) is established in the remarketing.

On the fourth business day (the “reset announcement date”) immediately preceding the remarketing date, the remarketing agent will determine the applicable benchmark treasury and the reset spread to be added to the yield on the applicable benchmark treasury to be used to determine the reset rate. The reset rate on the notes will be equal to the sum of the reset spread and the yield on the applicable benchmark treasury in effect on the remarketing date. The remarketing agent will establish the reset spread so that the notes with the resulting reset rate are expected to have an approximate market value on the remarketing date of 100.125% of their principal amount, plus any accrued and unpaid interest.

We will announce the reset spread and the applicable benchmark treasury on the reset announcement date, and cause a notice of the reset spread and the applicable benchmark treasury to be published on the business day following the reset announcement date by publication in a daily newspaper in the English language of general circulation in New York City, which is expected to be The Wall Street Journal. As long as the SQUARZ or the notes are evidenced by one or more global certificates deposited with DTC, we will request, not later than seven nor more than 15 calendar days prior to the reset announcement date, that DTC notify its participants holding the SQUARZ or the notes of the reset announcement date and of the procedures that must be followed if any owner of SQUARZ or notes wishes to elect not to participate in the remarketing. Holders of the SQUARZ or notes may, by notice no later than the fifth business day immediately preceding the remarketing date, elect not to

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participate in the remarketing. Holders who have not given such notice will be deemed to have agreed to participate in the remarketing. Holders of SQUARZ participating in the remarketing may provide notice by the fifth business day preceding the remarketing date indicating that they intend to exercise warrants in connection with such remarketing and that they wish the proceeds of a successful remarketing (or the proceeds of our repurchase of their notes upon a failed remarketing) to be applied to the warrant exercise price. Holders of SQUARZ electing to apply the proceeds of a successful remarketing to the warrant exercise price must also designate that if the remarketing fails they will require us to repurchase their notes and apply the proceeds to the warrant exercise price. If a SQUARZ holder has given notice of warrant exercise and to have the remarketing or put proceeds applied to the exercise price, any excess net proceeds (after any warrant installment payment which was collateralized by the note) will be distributed to the holder. Holders who have indicated that they intend to exercise warrants and have the remarketing or put proceeds applied to the warrant exercise price will not be required to exercise their warrants. Holders may revoke such exercise notice by submitting notice to the SQUARZ agent by 5:00 p.m., New York City time, on the maturity date or early expiration date of the warrants. Upon any such revocation the exercise price, if previously paid in cash, will be returned. If a holder of a SQUARZ participating in the remarketing does not elect to exercise the warrant and lets the warrant expire unexercised, the proceeds from a remarketed note (net of any warrant installment payment due which was collateralized by the note) will be distributed to that holder.

The “applicable benchmark treasury” means direct obligations of the United States, as agreed upon by us and the remarketing agent (which may be obligations traded on a when-issued basis only), having a maturity comparable to the remaining term to maturity of the notes, which will be six months. The yield for the applicable benchmark treasury will be the bid side yield displayed at 10:00 a.m., New York City time, on the remarketing date in the Telerate system (or if the Telerate system is no longer available on that date or, in the opinion of the remarketing agent (after consultation with us), no longer an appropriate system from which to obtain the yield, such other nationally recognized quotation system as, in the opinion of the remarketing agent (after consultation with us), is appropriate). If this yield is not so displayed, the yield for the applicable benchmark treasury will be, as calculated by the remarketing agent, the yield to maturity for the applicable benchmark treasury, expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis, and computed by taking the arithmetic mean of the secondary market bid yields, as of 10:30 a.m., New York City time, on the remarketing date of three leading United States government securities dealers selected by the remarketing agent (after consultation with us) (which may include the remarketing agent or an affiliate thereof).

By approximately 4:30 p.m., New York City time, on the remarketing date, so long as there has not been a failed remarketing, the remarketing agent will advise:

• DTC, the note trustee, the SQUARZ agent and us of the reset rate determined in the remarketing and the number of notes sold in the remarketing;

• each person purchasing notes in the remarketing, or the appropriate DTC participant, of the reset rate (if applicable) and the number of notes such person is to purchase; and

• each purchaser of notes to give instructions to its DTC participant to pay the purchase price on the settlement date in same day funds against delivery of the notes purchased through the facilities of DTC.

In accordance with DTC’s normal procedures, on the settlement date, the transactions described above with respect to each note tendered for purchase and sold in the remarketing will be executed through DTC, and the accounts of the respective DTC participants will be debited and credited and such notes delivered by book entry as necessary to effect purchases and sales of the notes. DTC will make payment in accordance with its normal procedures.

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If any holder selling notes in the remarketing fails to deliver the notes, the direct or indirect DTC participant of the selling holder and of any other person that was to have purchased notes in the remarketing may deliver to that other person a number of notes that is less than the number of notes that otherwise was to be purchased by that person. In that event, the number of notes to be so delivered will be determined by the direct or indirect participant, and delivery of the lesser number of notes will constitute good delivery.

The right of each holder to have notes sold in a remarketing will be limited to the extent that:

• the remarketing agent conducts a remarketing pursuant to the terms of the remarketing agreement;

• the remarketing agent is able to find a purchaser or purchasers for notes being remarketed; and

• the purchaser or purchasers deliver the purchase price therefor to the remarketing agent.

The remarketing agent is not obligated to purchase any notes that would otherwise remain unsold in the remarketing. Neither we nor the remarketing agent will be obligated in any case to provide funds to make payment upon tender of notes for remarketing.

We will be liable for any and all costs and expenses incurred in connection with the remarketing, including any fee of the remarketing agent.

The notes will be remarketed either pursuant to an effective registration statement or under an exemption from the registration requirement under the Securities Act.

Remarketing Agent

The remarketing agent will be selected by us. The remarketing agreement will provide that the remarketing agent will act as the exclusive remarketing agent and will use commercially reasonable efforts to remarket notes deemed tendered for purchase in the remarketing as described above. Under certain circumstances, the remarketing agent will be able to purchase some portion of the notes tendered in the remarketing.

The remarketing agreement will also provide that the remarketing agent will incur no liability to us or to any holder of the SQUARZ or the notes in its individual capacity or as remarketing agent for any action or failure to act in connection with a remarketing or otherwise, except as a result of negligence or willful misconduct on its part.

We will agree to indemnify the remarketing agent against certain liabilities, including liabilities under the Securities Act, arising out of or in connection with its duties under the remarketing agreement.

The remarketing agreement also will provide that the remarketing agent may resign and be discharged from its duties and obligations thereunder. However, no resignation will become effective unless a nationally recognized broker-dealer has been appointed by us as successor remarketing agent and the successor remarketing agent has entered into a remarketing agreement with us. In that case, we will use reasonable efforts to appoint a successor remarketing agent and enter into a remarketing agreement with that person as soon as reasonably practicable.

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Put Rights

Subject to the further conditions described below, a holder of SQUARZ or notes has the right to require us to repurchase the notes on a scheduled repurchase date or, in the event of a failed remarketing in conjunction with the maturity of the warrants, on the maturity date, or in the event of a failed remarketing in conjunction with a required acceleration, on the early expiration date of the warrants (the “repurchase date”), for the principal amount of the notes plus accrued and unpaid interest to, but excluding, the repurchase date. The scheduled repurchase dates will be May 15 of 2003, 2004, 2005 and 2006.

Except for a repurchase following a failed remarketing, a holder of a SQUARZ may require us to repurchase the related note only if that holder simultaneously surrenders and cancels the related warrant. If a note has been separated from the related warrant by the creation of a Stripped SQUARZ, the holder or any subsequent holder of the related note has no right to require us to repurchase that note except in the event of a failed remarketing, unless the holder re-creates a SQUARZ as described above. If the holder of a SQUARZ elects to exercise the warrant underlying that SQUARZ before the warrant matures, the holder (or any subsequent holder) of the related note may require us to repurchase the note as described above on any scheduled repurchase date subsequent to such warrant exercise, except that if the warrant is exercised within the 90-day period before a scheduled repurchase date, the holder (or any subsequent holder) may not require us to repurchase the related note on that scheduled repurchase date. Notwithstanding the foregoing, the holder of a SQUARZ or any note may require us to repurchase the note in the event of a failed remarketing. For purposes of the limitation described above, notes held separately because the related warrant has been exercised more than 90 days before the next scheduled repurchase date (which notes may be put on any scheduled repurchase date), notes that have been separated from the warrant through the creation of Stripped SQUARZ (which notes may not be put on any scheduled repurchase date) and notes held separately because the related warrant was exercised within 90 days before a scheduled repurchase date (which notes may be put on any scheduled repurchase date other than the next succeeding scheduled repurchase date) will not be fungible, will be identified by separate CUSIP numbers and are expected to trade (if at all) at different prices in the secondary market.

We will be required to repurchase any outstanding notes for which you deliver a written repurchase notice to the SQUARZ agent during the period beginning at any time from the opening of business on the date that is 20 business days prior to the relevant repurchase date until the close of business on the third business day prior to the relevant repurchase date except that in the case of a failed remarketing, you may deliver a written repurchase notice at any time until the business day prior to maturity or early expiration, as the case may be. A holder may withdraw any repurchase notice by delivering a written notice of withdrawal to the SQUARZ agent prior to the close of business on the business day prior to the repurchase date. If the repurchase notice is given and withdrawn during the period, we will not be obligated to repurchase the related notes. In your written repurchase notice, you must also:

• specify the number of the notes to be repurchased by us; and

• the certify to us that you are the beneficial owner of the notes to be repurchased.

If any note being repurchased is pledged to the collateral agent to secure the holder’s warrant installment payment obligation, the repurchase price will be paid to the holder of the note only after deduction of the warrant installment payment due on such date which was collateralized by the note or, in the case of a repurchase resulting from a failed remarketing after a required acceleration event, any warrant installment payment accrued and unpaid to but excluding the repurchase date which was collateralized by the note.

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Consolidation, Merger and Sale of Assets

Except as otherwise provided in the indenture, we may not (1) merge into or consolidate with any other entity, or (2) sell, arrange, transfer, lease or convey all or substantially all of our assets to any corporation or other entity other than, with respect to clause (2), our direct or indirect wholly-owned subsidiaries, unless, in each case:

• the successor or transferee corporation (or other entity), if other than us, shall expressly assume the due and punctual payment of the principal of and any interest on the notes and the performance of the indenture;

• the successor or transferee corporation (or other entity) shall be a corporation or other entity organized under the laws of the United States of America, of any State of the United States, or of the District of Columbia; and

• immediately after giving effect to such merger, consolidation, sale, assignment, transfer, lease or conveyance (and treating the indebtedness under the notes as having been incurred by the successor or transferee corporation (or other entity) at the time of such transaction), no indenture event of default shall have occurred and be continuing.

Indenture Events of Default

Each of the following events constitutes an indenture event of default with respect to the notes:

• a default in the payment of any interest on the notes when due and payable, and the continuance of such default for a period of 30 days;

• a default in the payment of principal of the notes when due and payable;

• certain defaults under other indebtedness having an aggregate principal amount outstanding of at least $50,000,000 by us or any of our consolidated subsidiaries;

• certain events of bankruptcy, insolvency or liquidation involving us; and

• a default in the performance, or breach, of other of our covenants or warranties in the indenture that continues for 60 days after we receive notice of the default or breach.

If any event of bankruptcy, insolvency or liquidation involving us has occurred, the principal of the notes and any other amounts payable under the indenture will become immediately due and payable. If any other indenture event of default shall occur and be continuing, the holders of not less than 25% in aggregate principal amount of the notes will have the right to declare the principal of the notes and any other amounts payable under the indenture to be forthwith due and payable and to enforce their other rights as a creditor with respect to the notes.

Defeasance

Our obligations with respect to the payment of the principal and interest on the notes will terminate if we irrevocably deposit or cause to be deposited with the note trustee as trust funds specifically held in trust for, and dedicated solely to, the benefit of the holders of the notes:

• cash,

• U.S. government obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money at such time or times as payments are due and payable on the notes, or

• a combination of the foregoing sufficient to pay and discharge each installment of principal, and interest on the notes.

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The discharge of the notes is subject to certain other conditions, including, without limitation:

• no indenture event of default or event (including such deposit) which with notice or lapse of time would become an indenture event of default shall have occurred and be continuing on the date of such deposit,

• such deposit and the related intended consequence will not result in any default or event of default under any other agreement or instrument binding upon us,

• we shall have delivered to the note trustee an opinion of independent tax counsel or a private letter ruling by the IRS satisfactory to the note trustee to the effect that holders of the notes will not recognize income, gain or loss for United States federal income tax purposes if we make such deposit, and

• we shall have delivered to the note trustee a certificate stating that the notes, if they are then listed on any securities exchange, will not be delisted as a result of such deposit.

Modification, Waiver, Meetings and Voting

Modification of Indenture

The indenture provides that we and the note trustee may, without the consent of any holders of notes, enter into supplemental indentures for the purposes, among other things, of adding to our covenants for the benefit of the holders, adding additional indenture events of default, appointing a successor note trustee, curing ambiguities or inconsistencies in the indenture, or making other changes to the indenture that do not have a material adverse effect on the interests of the holders of the notes.

In addition, modifications and amendments of the indenture may be made by us and the note trustee with the consent of the holders of not less than 51% of the aggregate principal amount of the notes and each other then-outstanding series of securities, if any, issued under the indenture, acting as one class, that is affected by such modification or amendment, provided, however, that no such modification or amendment may, without the consent of each holder of notes outstanding that is affected thereby,

• change the stated maturity of the principal of, or any installment of principal of or interest on the notes,

• reduce the principal or interest on any notes,

• change the place of payment where the notes or any interest thereon is payable,

• impair the right to institute suit for the enforcement of any payment on or with respect to the notes on or after the stated maturity thereof,

• reduce the percentage in principal amount of the notes then outstanding required for modification or amendment of the indenture or for any waiver of compliance with certain provisions of the indenture or for waiver of certain defaults, or

• modify any of the above provisions.

Waiver of Default

The holders of not less than a majority of aggregate principal amount of the notes then outstanding may, on behalf of the holders of all notes, waive any past default under the indenture with respect to the notes except a default in the payment of principal or any interest on the notes and a default in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of each holder of the notes then outstanding.

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Governing Law

The indenture and the notes are governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

Miscellaneous

The indenture provides that we, as borrower, will pay all fees and expenses related to:

• the issuance and exchange of the notes, and

• the retention of the note trustee.

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DESCRIPTION OF THE WARRANTS

The following description sets forth certain terms of the warrants. The warrants, which are a component of the SQUARZ and the Stripped SQUARZ were issued pursuant to the SQUARZ agreement between us and The Bank of New York, as SQUARZ agent. The following description of certain material terms of the warrants and certain provisions of the SQUARZ agreement in this prospectus does not purport to be complete.

We urge you to read the SQUARZ agreement (including definitions of terms used therein), because they, and not this description, define your rights as holder of the warrants (including as a component of the SQUARZ). You may request copies of these documents from us at our address set forth above under “Berkshire Hathaway Inc.”

General

All warrants that have not been previously exercised or (as described below) cancelled by you or accelerated will automatically expire on the close of business on May 15, 2007. Warrants are exercisable, subject to satisfaction of certain conditions set forth below, at any time at an exercise price of $10,000.

Warrant holders are required to make semiannual installment payments of 3.75% per annum of the exercise price to us as described below under “—Warrant Installment Payments.”

Warrants may not be separated from, or traded separately from, the SQUARZ and Stripped SQUARZ of which they are a component.

Except when net-share settlement is effected, each warrant, when exercised, will entitle you to purchase, at your option, 0.1116 fully paid and non-assessable share (subject to antidilution adjustments) of our class A common stock or 3.3480 fully paid and non-assessable shares (subject to antidilution adjustments) of our class B common stock at the exercise price. We will not issue any fractional shares. If you elect to receive our class A common stock, any fractional share of our class A common stock you would receive will be issued in such number of shares of our class B common stock that is equal to the fractional number of our class A common stock multiplied by 30, and any fractional share of our class B common stock you would receive will be paid in cash equal to the then-current market price of one share of our class B common stock multiplied by such fraction. If you elect to receive our class B common stock, any fractional shares you would otherwise be entitled to receive will be paid in cash in an amount equal to the then current market price of one share of our class B common stock multiplied by such fraction. The number of shares of our common stock issuable upon exercise of your warrant is subject to adjustment in certain circumstances described under “—Antidilution Adjustments.”

If you are required to settle the exercise of your warrant through net-share settlement, or you elect to do so if we are unable to repurchase your note after a failed remarketing, you will not, as with cash settlement, be required to deliver the exercise price to the SQUARZ agent but instead you will receive a number of shares of our class B common stock with a market value (calculated as described below) equal to the difference between the market value of 3.3480 shares of our class B common stock and the exercise price. You will not receive class A common stock in a net-share settlement.

If you exercise your warrant on a day that is not a warrant installment payment date, you will be required to pay us upon exercise (in addition to the warrant exercise price) the full amount of the warrant installment payment that would have been due on the next warrant installment payment date and if you exercise your warrant on a warrant installment payment date you will be required to pay us

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upon exercise (in addition to the warrant exercise price) the full amount of the warrant installment payment due on that date; provided, however, that if you exercise your warrant after notice of a required acceleration event, you will be required to pay us the warrant installment payment accrued to but excluding the early expiration date of the warrant. That payment must be made entirely in cash. If you cancel or exercise warrants in amounts of other than integral multiples of 80 SQUARZ or Stripped SQUARZ, some or all of the pledged treasury securities will be retained for your benefit by the collateral agent and your pro rata portion of the proceeds will be distributed to you when those pledged treasury securities mature.

Warrant Installment Payments

If you hold a warrant—whether as part of a SQUARZ or a Stripped SQUARZ—you will be required to make installment payments of 3.75% of the exercise price per annum to us on each May 15 and November 15 until the warrant matures or expires early following acceleration. Warrant installment payments will accrue from and including May 15, 2002 to but excluding any date of payment. The amount of any warrant installment payment due for any full semiannual period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of any warrant installment payment due for any period shorter than a full semiannual period will be computed on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. If any date on which a warrant installment payment is due is not a business day, then payment of the warrant installment payment payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such interest payment date.

However, you will not be required to make warrant installment payments if:

• you have exercised your warrant (except that the full amount of the warrant installment payment due on such date, if such date is a warrant installment payment date, or on the first warrant installment payment date after exercise, if other than a warrant installment payment date, will be payable on the date of exercise unless the exercise is following notice of a required acceleration event, in which case you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant);

• you have cancelled your warrant in connection with the exercise of your put right relating to the notes as described in “Description of the Notes—Put Rights” (except that the full amount of the installment payment due on the warrant installment payment date falling on the date of such cancellation will be payable in connection with cancellation) or in connection with an interest payment default as described in “—Option to Cancel Warrants upon Interest Payment Default”;

• the warrant expires unexercised upon the early expiration date following a required acceleration event (except that you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant); or

• the warrant has been automatically cancelled upon our bankruptcy.

If your notes are pledged to the collateral agent to secure your installment payment obligations, we will pay all interest due on the notes as described under “Description of the Notes—Interest” to the collateral agent. You will be deemed to have directed the collateral agent to distribute to the SQUARZ agent all amounts the collateral agent has received in respect of the initial pledged treasuries and substitute pledged treasuries that mature on that installment payment date and the payments (other than payments of principal) received on the notes to be applied to pay your warrant installment payment obligations on that date, and the SQUARZ agent will further distribute such amounts to us. Following the occurrence of a required acceleration event, the collateral agent will sell the remaining pledged treasury securities and will apply the proceeds from such sale (along with interest payments

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received on the notes or proceeds of a remarketing) to pay any accrued warrant installment payment then due and then distribute to you your pro rata portion of any remaining proceeds (along with your pledged notes, if any).

If you exercise your warrant prior to maturity (other than in connection with a required acceleration event) and on a date other than a warrant installment payment date, you will be required to independently make a cash payment to the SQUARZ agent in an amount equal to the warrant installment payment due upon exercise of your warrant. Further, if such exercise is in amounts other than integral multiples of 80 warrants, the collateral agent will distribute to you your pledged notes (if any) and any of your pledged treasury securities that are in integral multiples of $1,000 face amount of any maturity, but will retain the remainder of your pledged treasury securities for your benefit (free of any pledge to us) and distribute to you the proceeds of such remainder of your pledged treasury securities as they mature. Those amounts will not constitute payments on the SQUARZ or Stripped SQUARZ but will be payments from the collateral agent acting as custodian for your benefit to the extent of your interest in such remainder of your pledged treasury securities.

If you fail to make a required warrant installment payment in full and on time (including as a result of the application of withholding or backup withholding for taxes), your warrant will become null and void unless the warrant installment payment date was a date on which we defaulted in the payment of interest on the notes, in which case you will have five business days after that date to make the warrant installment payment in cash. Except for a cancellation of the warrant for failure to make a required installment payment (which will be automatic), our only recourse if you fail to make installment payments on a warrant is against the pledged treasury securities and the notes (other than payments of principal) securing your warrant installment payment obligations.

Exercise of Warrants

Except as described above, you may exercise your warrant at any time prior to the earlier of the close of business on May 15, 2007 (the “maturity date”) or the early expiration date following an acceleration of the warrants. To exercise your warrant you will be required to pay the exercise price in cash (which, in the case of exercise on the maturity date or early expiration date, you may direct to be paid from the proceeds of a simultaneous remarketing or, in the case of a failed remarketing, the proceeds of our repurchase of your notes) except that you may be required to net-share settle your warrants in certain circumstances as described below. To exercise your warrant, you must no later than 5:00 p.m., New York City time, on the proposed date of exercise:

• surrender to the SQUARZ agent the SQUARZ certificate or Stripped SQUARZ certificate representing the warrant to be exercised (in the case of definitive certificates);

• properly complete and execute a form of election to exercise;

• if the warrant to be exercised was received in a transaction exempt from registration requirements under the Securities Act, furnish to the trustee such certifications, legal opinions or other information as we may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from registration;

• if settlement of the warrant exercise is being made in cash, pay in full the exercise price (or have directed that the exercise price be paid in full either from proceeds of a simultaneous successful remarketing or our repurchase of the notes in the event of a failed remarketing as described below); and

• pay in full any amount of warrant installment payment that is due.

If you are a holder of a SQUARZ who is exercising warrants and at the same time is participating in a remarketing of notes, you must notify the SQUARZ agent by the fifth business day before the

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remarketing date if you wish the proceeds of the remarketing to be applied to pay the exercise price of your warrants and to put your note to us if the remarketing fails, with the put proceeds to be applied to pay the exercise price of your warrants. You will then be required to deliver a form of election to exercise before 5:00 p.m., New York City time, on the maturity date or early expiration date of the warrants. Notwithstanding any such notice, you will be permitted to revoke your warrant exercise notice until 5:00 p.m., New York City time, on the maturity date or early expiration date of the warrants, in which case the exercise price, if paid in cash, will be returned to you.

If you settle the exercise of your warrant in cash other than by directing that the remarketing or put proceeds be applied as described above, you must do so by certified or official bank check or by wire transfer to an account that we have designated for that purpose. In no circumstances may holders of SQUARZ tender their notes as payment of the exercise price of the warrants.

In order to ensure timely exercise of a warrant, beneficial owners of warrants held in book-entry form should consult their brokers or other intermediaries as to applicable cut-off times they may have for accepting and implementing exercise instructions from their customers and other exercise mechanics. See “Book-Entry Issuance.”

If you have satisfied all of the procedures for exercising your warrant, and we have satisfied or caused to be satisfied the conditions to exercise set forth in this prospectus, on the exercise date, we will deliver or cause to be delivered to you, or upon your written order, a certificate representing the requisite number of shares of our common stock to be received upon exercise of your warrant. If you exercise less than all of the warrants evidenced by a definitive warrant, a new definitive warrant will be issued to you for the remaining number of warrants.

No fractional shares of our common stock will be issued upon exercise of a warrant. If you elect to receive our class A common stock, any fractional shares of our class A common stock you would have received will be issued in such number of shares of our class B common stock that is equal to the fractional number of our class A common stock multiplied by 30, and any fractional shares of our class B common stock will be paid in cash equal to the then current market price of one share of our class B common stock multiplied by such fraction. If you elect to receive our class B common stock any fractional shares you would have received will be paid in cash in an amount equal to the then current market price of one share of our class B common stock multiplied by such fraction.

Unless you exercise your warrant, you will not be entitled to receive dividends or other distributions, to vote, to receive annual reports or notices for, or invitations to, any of our stockholder meetings for the election of directors or any other purpose, or to exercise any other rights whatsoever as a stockholder of ours.

Net-Share Settlement

If you exercise your warrant, you must deliver to the SQUARZ agent cash equal to the exercise price to settle the exercise of your warrant (which may be provided from the proceeds of a simultaneous remarketing or a put to us) as described above; provided, however, that you must net-share settle your warrant if at the time of exercise there is not an effective registration statement covering the shares of our common stock issuable upon exercise of the warrants and the shares issued on net-share settlement would not be restricted securities under the Securities Act. You will also be permitted to net-share settle your warrant if there has been a failed remarketing and you have exercised your put right, but we are unable to pay you the repurchase price for your notes.

If you net-share settle your warrant, you will not, as with cash settlement, be required to deliver the exercise price to the SQUARZ agent and will not receive the full number of shares of our common

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stock covered by your warrant. Instead, you will deliver your warrant to the SQUARZ agent and will receive a number of shares of our class B common stock with a market value equal to the difference between the market value of 3.3480 shares of our class B common stock and the exercise price. If you net-share settle your warrant, you will receive only class B shares and will not have the option to receive class A shares.

For the purpose of determining the number of shares of common stock to be received upon net-share settlement:

• the “market value” of one share of our class B common stock will equal the average reported closing price, as determined by the SQUARZ agent, of our class B common stock for the 10 trading days immediately following the effective date of the exercise of the warrant;

• for the purpose of determining the applicable market value of our class B common stock, the closing price of our class B common stock on any date of determination means the closing sale price, or, if no closing price is reported, the last reported sale price of our class B common stock on the New York Stock Exchange on that date. If our class B common stock is not listed for trading on the New York Stock Exchange on any date, the closing price of our class B common stock on any date of determination means the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which our class B common stock is so listed, or if our class B common stock is not so listed on a U.S. national or regional securities exchange, as reported by the Nasdaq stock market, or, if our class B common stock is not so reported, the last quoted bid price for our class B common stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if that bid price is not available, the market value of our class B common stock on that date as determined by a nationally recognized independent investment banking firm retained by us for this purpose, and

• a “trading day” is a day on which our class B common stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of our class B common stock.

Acceleration of Warrants

We will not have the option to cause the warrants to expire prior to their stated maturity. If, however, a required acceleration event occurs, we will give notice to holders of SQUARZ and Stripped SQUARZ that a required acceleration event has occurred and that the warrants will expire 30 days from the date of that notice or at their stated maturity, whichever is earlier. We will also use reasonable efforts to cause the notes to be remarketed (as described under “Description of the Notes—Remarketing”) upon a required acceleration event. If a required acceleration event occurs, to exercise your warrant you will be required to deliver notice before 5:00 p.m., New York City time, on the fifth business day prior to the remarketing date if you wish the proceeds of the remarketing (and in the case of a put following a failed remarketing, the put proceeds) applied to pay the exercise price. You will then be required to deliver a form of election to exercise before 5:00 p.m. New York City time on the early expiration date, and to settle the exercise of your warrants as described above under “—Exercise of Warrants.” However, you will be permitted to withdraw your exercise notice up to 5:00 p.m., New York City time, on the early expiration date, in which case the exercise price will be returned to you (if paid in cash). You will be required to make any installment payment that has accrued to but excluding the early expiration date or, if the early expiration date is a warrant installment payment date, you will be required to make the warrant installment payment that is due on such date.

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A “required acceleration event” is the occurrence of either of the following events prior to October 15, 2006:

• the market value of a SQUARZ is less than 95% of its underlying value on each of the ten consecutive trading days beginning on the first trading day following our receipt of notice from a holder requesting that we make a determination of the market value and underlying value of a SQUARZ; or

• the occurrence of a change of control, as defined below.

If either of the above events occurs on or after October 15, 2006, it will not constitute an acceleration event.

The “market value” of the SQUARZ on any date of determination means the average of the secondary market bid quotations per SQUARZ obtained by the SQUARZ agent for 1,000 SQUARZ at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select, provided that if at least three such bids cannot reasonably be obtained by the SQUARZ agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the SQUARZ agent, this one bid shall be used. If the SQUARZ agent cannot reasonably obtain at least one bid for 1,000 SQUARZ from a nationally recognized securities dealer or in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the SQUARZ, then the market value of the SQUARZ will be deemed to equal its underlying value. If at any time the number of outstanding Stripped SQUARZ exceeds the number of outstanding SQUARZ, the market value of SQUARZ will be deemed to be equal to the sum of the market value of the Stripped SQUARZ and the market value of the notes that do not have put rights, each obtained by applying the procedures above, less the market value of the substitute pledged treasuries (calculated without taking into account the pledge). Neither we nor the SQUARZ agent shall have any obligation to determine the market values of the SQUARZ unless requested by a holder of SQUARZ, and the obligation to track the market value ceases on any trading day on which the market value of the SQUARZ is equal to 95% or more of its underlying value.

The “underlying value” of a SQUARZ is the lower of (i) the aggregate market value of the number of shares (including fractional shares) of class A common stock issuable upon exercise of a warrant multiplied by the closing price on the New York Stock Exchange of the class A common stock on such determination date; or (ii) the number of shares (including fractional shares) of class B common stock issuable upon exercise of a warrant (assuming the warrant was exercised solely for class B common stock) multiplied by the closing price on the New York Stock Exchange of the class B common stock on such determination date.

A “change of control” will be deemed to have occurred when any of the following has occurred:

• There shall be consummated any reorganization, consolidation or merger by us in which we are not the continuing or surviving corporation or pursuant to which our Class A and Class B common stock would be converted into cash, securities or other property, other than a merger involving us in which the holders of our Class A and Class B common stock immediately prior to the merger have the same proportionate ownership, directly or indirectly, of the common stock of the surviving corporation immediately after the merger as they had of our Class A and Class B common stock immediately prior to the merger and other than a merger in which after the merger Warren E. Buffett, Buffett family members and Buffett entities have beneficial ownership (where “beneficial ownership” and “beneficial owner” have the meanings ascribed to those terms in Rule 13d-3 under the Exchange Act or any successor provision) of at least 5% of the total voting power entitled to vote generally in the election of directors and at least twice the amount of such total voting power as is represented by the beneficial ownership of any

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other person or “group” within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act or any successor provisions;

• All or substantially all of our assets are transferred or sold as an entirety to any person or related group of persons other than the following persons, individually or collectively: Warren E. Buffett, Buffett family members and Buffett entities;

• Any person or group shall be, directly or indirectly, the beneficial owner of a greater percentage of the total voting power entitled to vote generally in the election of our directors than Warren E. Buffett, Buffett family members and Buffett entities, collectively; or

• Warren E. Buffett, Buffett family members and Buffett entities, collectively, cease to have beneficial ownership, directly or indirectly, of at least 5% of such total voting power.

Notwithstanding the foregoing, a change in control will not be deemed to have occurred by virtue of the filing or the becoming obligated to file by us, any of our subsidiaries, any employee stock ownership plan or any other employee benefit plan of ours or any of our subsidiaries, or any person holding our Class A or Class B common stock or other voting securities for or pursuant to the terms of any such employee benefit plan, a report under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) under the Exchange Act disclosing beneficial ownership by it of shares of our Class A or Class B common stock or other voting securities, even if such beneficial ownership represents total voting power in excess of the aggregate of Warren E. Buffett, Buffett family members and Buffett entities.

“Buffett family members” means Susan T. Buffett, descendants of Warren E. Buffett, including by way of adoption, and spouses of any such descendants.

“Buffett entities” means (i) any corporation (other than a charitable foundation) with respect to which Warren E. Buffett and Buffett family members constitute a majority of the members of the board of directors and own more than 50% of each class of equity securities of such corporation, (ii) any partnership with respect to which Warren E. Buffett and Buffett family members own more than 50% of the value of both the general and the limited partnership interests, (iii) the estate of Warren E. Buffett or any Buffett family member, (iv) any trust (other than a charitable trust) with respect to which Warren E. Buffett and Buffett family members constitute a majority of the trustees, and (v) any charitable trust or charitable foundation established or primarily endowed by Warren E. Buffett (while living or upon or after death) or by Buffett family members.

Except as described above with respect to a change of control, the SQUARZ agreement and the terms of the warrants and the notes do not contain provisions that permit the holders of SQUARZ to require that we redeem the warrants or repurchase the notes in the event of a takeover, recapitalization or similar transaction. In addition, we could enter into certain transactions, including acquisitions, refinancings or other recapitalization, that could affect our capital structure or the value of our common stock, but that would not constitute a change of control.

Option to Cancel Warrants upon Interest Payment Default

If there has been a default in the payment of any interest on the notes when due and payable, you will have the right to cancel your warrant. If you cancel your warrant, you will not be required to make any warrant installment payments following such cancellation. If you do not cancel your warrant and you have pledged your notes (and not substitute pledged treasuries) as collateral, you must pledge substitute pledged treasuries to the collateral agent within 5 business days of such default. Following pledge of the substitute pledged treasuries, the collateral agent will release the security interest in the pledged notes. If an interest payment default on the notes occurs on a date that is a warrant installment payment date, your warrants will not be cancelled for nonpayment of the warrant

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installment payment due on that date, and you will have an additional 5 business days to pay that warrant installment payment before the warrants are cancelled.

Automatic Cancellation of Warrants upon our Bankruptcy

In the case of certain events of bankruptcy with respect to us prior to maturity of the warrants, your warrant will automatically be cancelled, and you will not be required to pay us any warrant installment payment following the cancellation of your warrant.

Cancellation of Warrants in Connection with a Put of the Notes

Except for a repurchase following a failed remarketing, a holder of a SQUARZ may require us to repurchase the related note only if that holder simultaneously surrenders and cancels the related warrant. See “Description of the Notes—Put Rights.”

Antidilution Adjustments

The number of shares of our common stock issuable upon the exercise of the warrants will be subject to adjustment in certain circumstances, but subject to certain exceptions, including:

• the issuance of our common stock payable as a dividend or distribution on our common stock;

• subdivisions and combinations of our common stock;

• the issuance to all holders of our common stock of certain rights or warrants to purchase our common stock (or securities convertible into our common stock) at less than (or having a conversion price per share less than) the market price of our common stock at the time of such issuance;

• the dividend or other distribution to all holders of our common stock of shares of our capital stock or evidences of our indebtedness or our assets (including securities, but excluding those rights and warrants referred to above and dividends and distributions in connection with a reclassification, change, consolidation, merger, combination, sale or conveyance resulting in a change in the conversion consideration as described below or distributions or dividends paid exclusively in cash);

• dividends or other distributions consisting exclusively of cash to all holders of our common stock to the extent that such distributions, combined together with (A) all other such all-cash distributions made within the preceding 12 months for which no adjustment has been made plus (B) any cash and the fair market value of other consideration paid for any tender offers by us or any of our subsidiaries for our common stock concluded within the preceding 12 months for which no adjustment has been made, exceed 5% of our market capitalization on the record date for such distribution; market capitalization is the product of the then current market price of our class A and class B common stock times the number of shares of our class A and class B common stock, respectively, then outstanding; and

• the purchase of our common stock pursuant to a tender offer made by us or any of our subsidiaries to the extent that the same involves an aggregate consideration that, together with (A) any cash and the fair market value of any other consideration paid in any other tender offer by us or any of our subsidiaries for our common stock expiring within the 12 months preceding such tender offer for which no adjustment has been made plus (B) the aggregate amount of any all-cash distributions referred to in the paragraph above to all holders of our common stock within 12 months preceding the expiration of tender offers for which no adjustments have been made, exceeds 5% of our market capitalization on the expiration of such tender offer.

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No adjustment in the amount of shares of our common stock issuable upon exercise of a warrant will be required unless such adjustment would require a change of at least 1% in the amount of shares of our common stock issuable upon exercise of a warrant then in effect at such time. Any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. Except as stated above, the amount of shares of our common stock issuable upon exercise of a warrant will not be adjusted for the issuance of our common stock or any securities convertible into or exchangeable for our common stock or carrying the right to purchase any of the foregoing.

In the case of:

• any reclassification or change of our common stock (other than changes resulting from a subdivision or combination) or

• a consolidation, merger or combination involving us or a sale or conveyance to another corporation of all or substantially all of our property and assets,

in each case as a result of which holders of our common stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for our common stock, the holders of the warrants then outstanding will be entitled thereafter to exercise those warrants and receive the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance had such warrants been exercised immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. We will agree not to become a party to any such transaction unless its terms are consistent with the foregoing.

In the event that we distribute shares of common stock of a subsidiary of ours, the number of shares of our common stock issuable upon the exercise of the warrants will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of our common stock, in each case over a measurement period following distribution.

If a taxable distribution to holders of our common stock or other transaction occurs which results in any adjustment of the exercise price or the amount of shares of our common stock issuable upon exercise of a warrant, the holders of warrants may, in certain circumstances, be deemed to have received a distribution subject to U.S. income tax as a dividend. In certain other circumstances, the absence of an adjustment may result in a taxable dividend to the holders of common stock. See “U.S. Federal Income Tax Consequences—Warrants.”

We may from time to time, to the extent permitted by law, reduce the exercise price of the warrants by any amount for any period of at least 20 days. In that case we will give at least 15 days’ notice of such decrease. We may make such reductions in the exercise price, in addition to those set forth above, as our board of directors deems advisable to avoid or diminish any income tax to holders of our common stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

Authorization of Shares

We have authorized for issuance the maximum number of shares of our common stock as will be issuable upon the exercise of all outstanding warrants. Such shares of common stock, when issued and paid for in accordance with the SQUARZ agreement, will be duly and validly issued, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests.

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DESCRIPTION OF BERKSHIRE’S CAPITAL STOCK

The authorized capital stock of Berkshire consists of 1,650,000 shares of class A common stock, $5.00 par value per share, 55,000,000 shares of class B common stock, $.1667 par value per share, and 1,000,000 shares of preferred stock, no par value per share.

The following summary of certain provisions of the class A common stock, class B common stock and preferred stock does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of applicable law and Berkshire’s Restated Certificate of Incorporation.

The holders of outstanding shares of class A common stock are entitled to one vote, and the holders of outstanding shares of class B common stock are entitled to one two-hundredth ( ¹/200th) of a vote, for each share held of record on all matters submitted to a vote of stockholders. Unless otherwise required by the Delaware General Corporation Law, the class A common stock and class B common stock vote as a single class with respect to all matters submitted to a vote of stockholders of Berkshire.

As of July 31, 2002, Mr. Buffett directly and beneficially owned 477,166 shares of class A common stock and no shares of class B common stock. These shares include 2,168 shares owned by three trusts of which Mr. Buffett is sole trustee but with respect to which he disclaims any beneficial economic interest. In addition, Mr. Buffett shares investment and voting power over 34,476 shares of class A common stock and 13 shares of class B common stock owned by his wife Susan T. Buffett. The shares held by Mr. and Mrs. Buffett represent, in the aggregate, approximately 37.9% of the aggregate voting power of the class A and class B common stock and approximately 33.4% of the aggregate economic interest of the class A and class B common stock. Mr. and Mrs. Buffett have entered into a voting agreement with Berkshire providing that, should the voting power of shares held by Mr. and Mrs. Buffett and the trusts exceed 49.9% of the total voting power of Berkshire voting securities, they will vote their shares in excess of that percentage proportionally with the votes of the other Berkshire stockholders.

Each share of class A common stock may be converted into 30 shares of class B common stock at the holder’s option at any time. Shares of class B common stock are not convertible into class A common stock or any other security.

Holders of class A common stock are entitled to receive ratably such dividends as may be declared by Berkshire’s board of directors out of funds legally available for such purposes. Holders of class B common stock are entitled to dividends equal to one-thirtieth ( ¹/30th) of the amount per share declared by Berkshire’s board of directors for each share of class A common stock. Dividends with respect to the class B common stock will be paid in the same form and at the same time as dividends with respect to class A common stock, except that, in the event of a stock split or stock dividend, holders of class A common stock will receive shares of class A common stock and holders of class B common stock will receive shares of class B common stock, unless otherwise specifically designated by resolution of Berkshire’s board of directors. Berkshire has not declared a cash dividend since 1967 and has no present intention to pay a dividend on class A common stock or on class B common stock in the future.

In the event of the liquidation, dissolution or winding-up of Berkshire, holders of class A common stock and class B common stock are entitled to share ratably in all assets remaining after the payment of liabilities, with holders of class B common stock entitled to receive per share one-thirtieth ( ¹/30th) of any amount per share received by holders of class A common stock. Neither holders of class A common stock nor class B common stock have preemptive rights to subscribe for additional shares of either class. All of the outstanding shares of class A common stock and class B common stock are fully paid and nonassessable.

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For some years Berkshire has let its stockholders of record of class A common stock designate charitable contributions to be made by Berkshire. In 2001 this designation amounted to $18 per share. It is anticipated, but not assured, that this program will continue in the future for stockholders of record of class A common stock. Class B common stock is not eligible to participate in this program.

Berkshire may issue preferred stock in one or more series. Berkshire’s board of directors is authorized to determine, with respect to each series of preferred stock which may be issued, the powers, designations, preferences, and rights of the shares of such series and the qualifications, limitations, or restrictions thereof, including any dividend rate, redemption rights, liquidation preferences, sinking fund terms, conversion rights, voting rights and any other preferences or special rights and qualifications. The effect of any issuance of preferred stock upon the rights of holders of the class A common stock and class B common stock depends upon the respective powers, designations, preferences, rights, qualifications, limitations and restrictions of the shares of one or more series of preferred stock as determined by Berkshire’s board of directors. Such effects might include dilution of the voting power of the class A common stock and class B common stock, the subordination of the rights of holders of class A common stock and class B common stock to share in Berkshire’s assets upon liquidation, and a reduction in the amount otherwise available for payment of dividends on class A common stock and class B common stock.

The transfer agent and registrar for our common stock is Wells Fargo Bank Minnesota, N.A.

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DESCRIPTION OF THE REGISTRATION RIGHTS AGREEMENT

The following description sets forth certain terms of the registration rights agreement pursuant to which we filed the registration statement of which this prospectus is a part. The following description of certain material terms of the registration rights agreement does not purport to be complete.

We urge you to read the registration rights agreement (including definitions of terms used therein) because it, and not this description, defines your registration rights as a holder of the SQUARZ, Stripped SQUARZ, notes and our common stock issuable upon the exercise of the warrants underlying the SQUARZ and Stripped SQUARZ. You may request copies of these documents from us at our address set forth above under “Berkshire Hathaway Inc.”

General

We entered into a registration rights agreement pursuant to which we agreed to file the registration statement of which this prospectus is a part at our expense.

We will use our best efforts to keep the registration statement of which this prospectus is a part effective until the earliest of:

• with respect to (i) the SQUARZ, Stripped SQUARZ and notes, May 28, 2004 and (ii) the common stock issuable upon exercise of the registered warrants, the first date as of which no registered warrants remain outstanding (whether due to exercise, cancellation, or expiration), and (iii) the common stock issuable upon exercise of the unregistered warrants, the earlier of (x) two years following the last date as of which an unregistered warrants is exercised and (y) the first date on which no underlying unregistered warrant has been exercised and no underlying unregistered warrant remains outstanding (whether due to expiration, cancellation, or otherwise);

• the date when the holders of the SQUARZ, Stripped SQUARZ, notes and common stock issuable upon exercise of the warrants are able to sell all such securities within the volume limitations of paragraph (e) of Rule 144 under the Securities Act; and

• the date when all SQUARZ, Stripped SQUARZ, notes and common stock issuable upon exercise of the warrants held by holders that complete and deliver in a timely manner the selling securityholder election and questionnaire described below are registered under the registration statement of which this prospectus is a part and disposed of in accordance with such registration statement.

As used in this prospectus, a “registered warrant” is a warrant underlying a SQUARZ or Stripped SQUARZ of a holder thereof that acquired that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus. As used in this prospectus, an “unregistered warrant” is any warrant underlying a SQUARZ or Stripped SQUARZ other than a registered warrant, including any warrant underlying a SQUARZ or Stripped SQUARZ of a holder thereof that did not acquire that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus.

Each selling securityholder who sells securities pursuant to the registration statement of which this prospectus is a part generally will be:

• required to be named as a selling securityholder in this prospectus;

• required to deliver this prospectus to purchasers;

• subject to certain of the civil liability provisions under the Securities Act in connection with such selling securityholder’s sales; and

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• bound by the provisions of the registration rights agreement which are applicable to such selling securityholder (including certain indemnification rights and obligations).

Upon prior written notice to selling securityholders (or by press release at our election), we may suspend the selling securityholders’ use of the prospectus for a period not to exceed 30 days in any 90-day period, and not to exceed an aggregate of 90 days in any 360-day period, if our board of directors shall have determined in good faith that:

• the prospectus would contain a material misstatement or omission as a result of an event that has occurred and is continuing; and

• the disclosure of this material non-public information would be contrary in a material manner to our and our stockholders’ best interests.

Additional interest or contract payment will accrue as liquidated damages as follows (in each case until the default described below is cured or until the expiration of our obligation to keep the registration statement effective):

• if the registration statement ceases to be effective (or the selling holders are otherwise prevented or restricted by us from effecting sales pursuant thereto) for more than 30 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, at a rate per annum equal to 0.50% of the applicable amount from the 31st day of the applicable 90-day period or the 91st day of the applicable  12-month period, as the case may be, that the registration statement ceases to be effective (or the selling holders are otherwise prevented or restricted by us from effecting sales pursuant thereto); or

• if we fail to file a post-effective amendment to the registration statement, or the post-effective amendment is not declared effective, within the periods required by the registration rights agreement, at a rate per annum equal to 0.50% of applicable amount from and including the date of such registration default.

In no event will liquidated damages accrue at a rate per year exceeding 0.50%. Only selling holders who continue to hold SQUARZ or separately hold notes that they cannot freely transfer without an effective registration statement will be entitled to liquidated damages. Liquidated damages will be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date, as applicable, following the date on which such liquidated damages begin to accrue.

For each SQUARZ and each note that is not a component of a SQUARZ, the “applicable amount” means $10,000 whether the selling holder holds SQUARZ or holds only a note.

If the registration statement of which this prospectus is a part is not effective, these securities may not be sold or otherwise transferred except in accordance with an applicable exemption under the Securities Act.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of the principal U.S. federal income tax consequences of the purchase, ownership and disposition of a SQUARZ, a Stripped SQUARZ, a warrant, a note, common stock acquired through an exercise of a warrant, and of pledged treasury securities. The discussion is addressed to holders who hold the SQUARZ, Stripped SQUARZ, warrant, note, common stock and pledged treasury securities, as the case may be, as capital assets. This discussion is based upon the Internal Revenue Code of 1986, as amended, treasury regulations (including proposed treasury regulations), Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change or differing interpretations, possibly with retroactive effect.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances, such as holders who are subject to special tax treatment (for example, (1) banks, regulated investment companies, insurance companies, dealers in securities or currencies, traders in securities electing to mark to market, or tax-exempt organizations, or (2) persons holding the SQUARZ, Stripped SQUARZ, warrant, note, common stock and pledged treasury securities as part of a straddle, hedge, conversion transaction or other integrated investment), nor does it address alternative minimum taxes or state, local or foreign taxes.

No statutory, administrative or judicial authority directly addresses the treatment of SQUARZ for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of the purchase, ownership and disposition of SQUARZ are not certain, and no assurance can be given that the Internal Revenue Service or a court will agree with the tax consequences described herein.

Prospective investors are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of the purchase, ownership and disposition of a SQUARZ, a Stripped SQUARZ, a warrant, a note, common stock acquired through an exercise of a warrant, and of pledged treasury securities in light of their own particular circumstances, as well as the effect of any state, local or foreign tax laws.

Consequences to U.S. Holders

The following is a discussion of U.S. federal income tax considerations relevant to a U.S. holder. For purposes of this discussion, the term “U.S. holder” means a beneficial owner of a SQUARZ, a Stripped SQUARZ, a warrant, a note, common stock acquired through an exercise of a warrant, or of pledged treasury securities that is (1) a person who is a citizen or resident of the United States, (2) a corporation or other entity treated as a corporation for U.S. federal income tax purposes, in each case, that is created or organized in or under the laws of the United States or any political subdivision thereof, or (3) any other person subject to U.S. federal income tax on a net income basis.

SQUARZ

A U.S. holder’s acquisition of a SQUARZ will be treated as an acquisition by the U.S. holder of a note, a warrant and the corresponding initial pledged treasuries, and the U.S. holder will be treated as owning each of these assets directly for U.S. federal income tax purposes. Consequently, the removal of the note from a SQUARZ in order to create a Stripped SQUARZ, or the placement of substitute pledged treasuries into the SQUARZ, will not be a taxable event.

Similarly, a U.S. holder’s acquisition of a Stripped SQUARZ will be treated as an acquisition by the U.S. holder of a warrant and the corresponding initial and substitute pledged treasuries, and the U.S. holder will be treated as owning each of these assets directly for U.S. federal income tax

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purposes. Therefore, the recombining of a note with a Stripped SQUARZ in order to re-create a SQUARZ will not be a taxable event.

The principal U.S. federal income tax consequences of owning each of the component assets that make up a SQUARZ (or a Stripped SQUARZ) are discussed below.

Because warrant installment payments made by a U.S. holder are capital expenditures and thus not currently deductible for U.S. federal income tax purposes, a U.S. holder will not be able to use the warrant installment payments made by that holder to offset current interest or discount income recognized in respect of the initial pledged treasuries and the note (or, in the case of a Stripped SQUARZ, in respect of initial and substitute pledged treasuries). Therefore a U.S. holder of SQUARZ or Stripped SQUARZ will recognize current taxable ordinary interest or discount income in respect of the SQUARZ or Stripped SQUARZ without receiving net current cash distributions. Moreover, losses recognized in respect of SQUARZ or Stripped SQUARZ by a U.S. holder will constitute capital losses, which may be used to offset ordinary interest or discount income in respect of SQUARZ or Stripped SQUARZ only by individual investors and to a very limited extent.

Allocation of Purchase Price of the SQUARZ or Stripped SQUARZ. The purchase price paid for a SQUARZ will be allocated among the note, the warrant and the initial pledged treasuries based on their respective fair market values (taking into account the obligation to make warrant installment payments). The amount of the purchase price allocated to the initial pledged treasuries will be further allocable among the initial pledged treasuries in accordance with their relative fair market values. The purchase price paid for a Stripped SQUARZ will be allocated among the warrant and the initial and substitute pledged treasuries based on their respective fair market values (taking into account the obligation to make warrant installment payments). The amount of the purchase price allocated to the initial and substitute pledged treasuries will be further allocable among the initial and substitute pledged treasuries in accordance with their relative fair market values.

Sales, Exchanges or Other Taxable Dispositions of SQUARZ or Stripped SQUARZ. If a U.S. holder sells, exchanges or otherwise disposes of a SQUARZ or Stripped SQUARZ in a taxable disposition, the U.S. holder will be treated as having sold, exchanged or disposed of each of the warrant, the note and the pledged treasury securities that constitute the SQUARZ or Stripped SQUARZ. The amount realized on the disposition will be allocated among these SQUARZ components in proportion to their respective fair market values (taking into account the obligation to make warrant installment payments). As a result, and as described in more detail below, as to each of the warrant, the note and pledged treasury securities, a U.S. holder generally will recognize capital gain or loss equal to the difference between the portion of the amount realized by the U.S. holder that is allocable to the warrant, the note and the pledged treasury securities, and the U.S. holder’s adjusted tax basis in each of the warrant, the note and the pledged treasury securities, except that amounts realized by a U.S. holder with respect to accrued but unpaid interest or discount on the note and on pledged treasury securities will be treated as ordinary interest income to the extent not previously taken into income.

If a U.S. holder sells a SQUARZ or Stripped SQUARZ for an amount that is less than the sum of the fair market values of the component note (taking into account accrued and unpaid interest) and the initial pledged treasuries (or, in the case of a Stripped SQUARZ, the sum of the fair market values of the initial and substitute pledged treasuries), then the value of the component warrant presumably must be less than the value of the obligation to make warrant installment payments. In that case, the selling U.S. holder should be treated for U.S. federal income tax purposes as having sold the note and the initial pledged treasuries (or, in the case of a Stripped SQUARZ, the initial and substitute pledged treasuries) for fair market value (taking into account accrued and unpaid interest on the note). Furthermore, the selling U.S. holder should be treated as having paid to the buyer, as consideration for release from the obligation to make warrant installment payments, an amount equal to: (i) the sum of

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the fair market values of the pledged treasury securities and, if applicable, the note (taking into account accrued and unpaid interest on the note), minus (ii) the actual proceeds received from the sale. Accordingly, to the extent not previously reflected for tax purposes, that amount should be added to the selling U.S. holder’s tax basis in the warrant and taken into account in computing the holder’s loss in respect of the warrant.

The consequences of a disposition of a SQUARZ or a Stripped SQUARZ are discussed in greater detail below in the sections addressing each of the component assets.

Warrants

Exercise of Warrants. A U.S. holder will not recognize gain or loss for U.S. federal income tax purposes upon the exercise of warrants (other than potentially through a net-share settlement, described below), except to the extent of cash paid to a U.S. holder in lieu of fractional shares. The U.S. holder’s tax basis in our stock acquired upon an exercise of the warrant will equal the amount of the exercise price paid to us, plus the U.S. holder’s tax basis in the warrants, less any portion of the exercise price and tax basis allocable to a fractional share. The U.S. holder’s tax basis in a warrant will generally equal the amount of purchase price allocable to the warrant, as described above, plus the aggregate amount of warrant installment payments made by that U.S. holder to us with respect to such warrant. The U.S. holder’s holding period for the acquired stock will begin the day after exercise. Cash received in lieu of a fractional share should be treated as a payment in exchange for the fractional share interest, in which case a U.S. holder will recognize short-term capital gain or loss equal to the difference, if any, between the amount of cash received and the tax basis allocable to the fractional share interest.

The tax consequences of a net-share settlement of the warrants are uncertain. The exchange of warrants for common stock under a net-share settlement should qualify as a recapitalization. In that case, a U.S. holder would generally not recognize any gain or loss upon a net-share settlement of a warrant. It is possible, however, in the case of a net-share settlement, that the holder could be treated as having disposed of some or all of the warrants in a taxable transaction, in which case the holder would recognize gain equal to the fair market value of the warrants deemed disposed of over the holder’s tax basis in those warrants. Regardless of the characterization of net-share settlement, cash received in lieu of a fractional share should be treated according to the rules described in the previous paragraph. If net-share settlement is viewed as a recapitalization, then the U.S. holder’s holding period in the acquired common stock would include the holder’s holding period in the warrants.

Warrant Installment Payments. Warrant installment payments are premium payments that constitute non-deductible capital expenditures that are included in a U.S. holder’s basis in the warrant. A U.S. holder of a SQUARZ or Stripped SQUARZ therefore will not be able to use the warrant installment payments currently to offset current ordinary interest or discount income recognized in respect of the note and the pledged treasury securities. Moreover, losses in respect of the warrants will be capital losses, which may be used to offset the current ordinary interest or discount income only by individual investors and to a very limited extent.

Cancellation or Expiration of a Warrant. If a U.S. holder cancels a warrant or allows a warrant to expire unexercised, the holder will recognize capital loss equal to the amount of the holder’s basis in the warrant. The tax deductibility of capital losses is subject to limitations.

Sale of a Warrant. If a U.S. holder sells a warrant to another investor, the U.S. holder will recognize capital gain or loss on such disposition equal to the difference, if any, between such U.S. holder’s tax basis in the warrant and the amount realized on the sale. Capital gains realized by individuals on assets held for longer than one year are subject to taxation at preferential rates. The tax deductibility of capital losses is subject to limitations.

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Adjustment to Settlement Rate. A U.S. holder of a warrant might be treated as receiving a constructive dividend distribution from us if (1) the settlement rate of the warrant is adjusted and as a result of such adjustment such U.S. holder’s proportionate interest in our assets or earnings and profits is increased and (2) the adjustment is not made pursuant to a bona fide, reasonable antidilution formula. An adjustment in the settlement rate would not be considered made pursuant to such a formula if the adjustment were made to compensate a U.S. holder for some taxable distributions with respect to the common stock. Thus, under some circumstances, an increase in the settlement rate might give rise to a taxable dividend to a U.S. holder of a warrant even though the U.S. holder would not receive any related distribution. For a discussion of the taxation of dividends paid in respect of our stock, see “Common Stock Acquired by Exercise of a Warrant,” below.

Notes

Payments or Accruals of Interest. Payments or accruals of “qualified stated interest” (as defined below) on a note will be taxable to you as ordinary interest income at the time that you receive or accrue such amounts (in accordance with your regular method of tax accounting). In the case of the notes, the stated interest due semiannually on the notes will be qualified stated interest.

Purchase, Sale and Retirement of Notes. Initially, your tax basis in a note generally will equal the cost of the note to you, or, if you purchase a SQUARZ, the purchase price allocable to the note. Your basis will increase by any amounts that you are required to include in income under the rules governing market discount (discussed below) and will decrease by the amount of any amortized premium (also discussed below) and any payments other than qualified stated interest made on the note. The amount of any subsequent adjustments to your tax basis in a note in respect of market discount and premium will be determined in the manner described below.

When you sell or exchange a note, or if a note that you hold is retired, you generally will recognize gain or loss equal to the difference between the amount you realize on the transaction (less any accrued qualified stated interest, which will be subject to tax in the manner described above under “Payments or Accruals of Interest”) and your tax basis in the note.

Except as discussed below with respect to market discount, the gain or loss that you recognize on the sale, exchange or retirement of a note generally will be capital gain or loss. The capital gain or loss on the sale, exchange or retirement of a note will be long-term capital gain or loss if you have held the note for more than one year on the date of disposition. Capital gains realized by individuals on assets held for longer than one year are subject to taxation at preferential rates. The tax deductibility of capital losses is subject to limitations.

Premium. If you purchase a note at a cost greater than the note’s remaining redemption amount, or, if the purchase price of a SQUARZ allocable to the note is greater than the note’s remaining redemption amount, you will be considered to have purchased the note at a premium, and you may elect to amortize the premium as an offset to interest income, using a constant yield method, over the remaining term of the note. If you make this election, it generally will apply to all debt instruments that you hold at the time of the election, as well as any debt instruments that you subsequently acquire. In addition, you may not revoke the election without the consent of the Internal Revenue Service. If you elect to amortize the premium, you will be required to reduce your tax basis in the note by the amount of the premium amortized during your holding period. If you do not elect to amortize premium, the full amount of premium will be included in your tax basis in the note. Therefore, if you do not elect to amortize the premium and you hold the note to maturity, you generally will be required to treat the premium as capital loss when the note matures.

Market Discount. If you purchase a note at a discount from the note’s redemption amount, or, if the purchase price of a SQUARZ allocable to the note is at a discount from the note’s redemption

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amount, and the discount is 0.25% or more of the redemption amount multiplied by the number of remaining whole years to maturity, the note will be considered to bear “market discount” in your hands. In this case, any gain that you realize on the disposition of the note generally will be treated as ordinary interest income to the extent of the market discount that accrued on the note during your holding period. In addition, you may be required to defer the deduction of a portion of the interest paid on any indebtedness that you incurred or maintained to purchase or carry the note. In general, market discount will be treated as accruing ratably over the term of the note, or, at your election, under a constant yield method.

You may elect to include market discount in gross income currently as it accrues (on either a ratable or constant yield basis), in lieu of treating a portion of any gain realized on a sale of the note as ordinary income. If you elect to include market discount on a current basis, the interest deduction deferral rule described above will not apply. If you do make such an election, it will apply to all market discount debt instruments that you acquire on or after the first day of the first taxable year to which the election applies. The election may not be revoked without the consent of the Internal Revenue Service.

Treasury regulations implementing the market discount rules have not yet been issued; therefore, you should consult your own tax advisor regarding the application of these rules and the advisability of making any of the elections relating thereto.

Common Stock Acquired by Exercise of a Warrant

Distributions with Respect to Our Common Stock. The gross amount of any cash dividends paid by us with respect to our common stock generally will be includible in the gross income of a U.S. holder to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. U.S. holders that are corporations may be eligible for a dividends received deduction in respect of dividends received on our common stock, subject to some limitations and qualifications.

Distributions of our common stock to U.S. holders that are made as part of a pro rata distribution to all holders of our common stock generally will not be subject to U.S. federal income tax.

Dispositions of Our Common stock. Gain or loss realized by a U.S. holder on the sale or other disposition of the common stock will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the U.S. holder’s tax basis in the common stock and the amount realized on the disposition. Capital gains realized by individuals on assets held for longer than one year are subject to taxation at preferential rates. The tax deductibility of capital losses is subject to limitations.

Pledged Treasury Securities

Tax Basis in the Pledged Treasury Securities. A U.S. holder’s initial tax basis in its pro rata portion of an initial or substitute pledged treasury security will equal its pro rata portion of the amount paid for that pledged treasury security. The amount paid for initial pledged treasuries will be determined as the portion of the SQUARZ purchase price allocable to the initial pledged treasuries in accordance with their fair market values, and, in the case of a Stripped SQUARZ, the amount paid for initial and substitute pledged treasuries will be determined as the portion of the Stripped SQUARZ purchase price allocable to the initial and substitute pledged treasuries in accordance with their fair market values. A U.S. holder’s adjusted tax basis in a pledged treasury security will be increased by the amount of original issue discount or acquisition discount included in income with respect thereto and decreased by the amount of cash received with respect to the pledged treasury security.

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Original Issue Discount. The initial pledged treasuries (and substitute pledged treasuries in the case of a Stripped SQUARZ) will consist of zero-coupon U.S. treasury securities. A U.S. holder will be required to treat its pro rata portion of each pledged treasury security (other than short-term treasuries described below) as a pro rata portion of a bond that was originally issued on the date the pledged treasury security was purchased for the U.S. holder’s account and that was issued with original issue discount equal to the excess of the amount payable for the holder’s account at the maturity of the pledged treasury security over the holder’s tax basis in that pledged treasury security. The U.S. holder (whether on the cash or accrual method of tax accounting) will be required to include original issue discount (other than acquisition discount on short-term treasuries, described below) in income for U.S. federal income tax purposes as it accrues, in accordance with a constant yield method, prior to the receipt of cash attributable to such income. The U.S. holder’s tax basis in pledged treasury securities will be increased by the amount of any original issue discount included in income by the U.S. holder with respect to those pledged treasury securities. A U.S. holder will recognize ordinary income on a disposition of the pledged treasury securities it holds to the extent of any gain realized that does not exceed an amount equal to the ratable share of the original issue discount on the pledged treasury securities not previously included in income.

Acquisition Discount. A U.S. holder of pledged treasury securities will be required to treat its pro rata portion of each “short-term” pledged treasury security (that is, a pledged treasury security maturing on or before the first anniversary of the date the pledged treasury security is purchased by the U.S. holder) as a pro rata interest in a short-term bond that was originally issued on the date of its purchase for the U.S. holder’s account with “acquisition discount” equal to the U.S. holder’s pro rata portion of the excess of the amounts payable for the holder’s account at the maturity of the pledged treasury security over the amount paid for the pledged treasury security by the U.S. holder. In general, only accrual basis taxpayers will be required to include acquisition discount in income as it accrues. Unless such accrual basis U.S. holder elects to accrue the acquisition discount on pledged treasury securities on a constant yield to maturity basis, such acquisition discount will be accrued on a straight-line basis. A U.S. holder will recognize ordinary income on a disposition of the short-term pledged treasury securities held for its account to the extent of any gain realized that does not exceed an amount equal to the ratable share of the acquisition discount on such pledged treasury securities not previously included in income.

Backup Withholding Tax and Information Reporting

Unless a U.S. holder is an exempt recipient, such as a corporation, payments under SQUARZ, Stripped SQUARZ, notes, pledged treasury securities or common stock, the proceeds received with respect to a fractional share of common stock upon the exercise of a warrant, and the proceeds received from the sale of SQUARZ, Stripped SQUARZ, warrants, notes, pledged treasury securities or common stock, may be subject to information reporting and may also be subject to U.S. federal backup withholding tax if such U.S. holder fails to supply accurate taxpayer identification numbers or otherwise fails to comply with applicable U.S. information reporting or certification requirements. Any amounts so withheld do not constitute a separate tax and will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability.

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Consequences to Non-U.S. Holders

The following discussion is a summary of the principal U.S. federal income tax consequences relevant to a “non-U.S. holder.” For purposes of the discussion under this heading “Consequences to Non-U.S. Holders,” a “non-U.S. holder” is a holder of a SQUARZ, a Stripped SQUARZ, a warrant, a note, common stock acquired through an exercise of a warrant, or pledged treasury securities that is not a U.S. person. A “U.S. person” is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to U.S. federal income taxation regardless of its source or a trust if (i) a U.S. court is able to exercise primary supervision over the trust’s administration and (ii) one or more U.S. persons have the authority to control all of the trust’s substantial decisions.

Current payments and dividends.    The payment of interest on the notes and amounts attributable to original issue discount and acquisition discount on the pledged treasury securities to a non-U.S. holder will not be subject to U.S. federal withholding tax if: (1) in the case of notes, the non-U.S. holder does not actually or constructively own 10% or more of the total voting power of all of our voting stock and is not a controlled foreign corporation that is related to us within the meaning of the Code, and (2) the beneficial owner of the note or pledged treasuries provides a statement signed under penalties of perjury that includes its name and address and certifies that it is a non-U.S. holder in compliance with applicable requirements (or satisfies certain documentary evidence requirements for establishing that it is a non-U.S. holder). If the foregoing exceptions do not apply, payments of interest on the notes (and payments in respect of original issue discount or acquisition discount on the pledged treasury securities with a term longer than 183 days from their date of purchase in connection with SQUARZ or Stripped SQUARZ) may be subject to gross withholding at the rate of 30% (or such lower rate as may be available to a non-U.S. holder under an applicable treaty).

Dividend payments to non-U.S. holders in respect of our common stock will be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be available to a non-U.S. holder under an applicable treaty).

Gain or loss on disposition.    A non-U.S. holder will not be subject to U.S. federal income tax on gain realized (other than amounts attributable to accrued original issue discount, which will be subject to the rules described above) on the sale, exchange, maturity or redemption of either a SQUARZ, a Stripped SQUARZ, a warrant, a note, any pledged treasury securities, or any shares of our common stock unless (1) such gain is effectively connected with the conduct by the holder of a trade or business in the United States or (2) in the case of gain realized by an individual holder, the holder is present in the United States for 183 days or more in the taxable year of the sale and either (A) such gain or income is attributable to an office or other fixed place of business maintained in the United States by such holder or (B) such holder has a tax home in the United States.

Information reporting and backup withholding.    In general, backup withholding and information reporting will not apply to payments made by us or our paying agents, in their capacities as such, to a non-U.S. holder if the holder has provided the required certification that it is a non-U.S. holder, provided that neither we nor our paying agent has actual knowledge that the holder is a U.S. person.

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ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition, holding and disposition of the securities covered by this prospectus by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively, “similar laws”), and entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements (each, a “plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a plan subject to Title I of ERISA or Section 4975 of the Code and prohibit certain transactions involving the assets of a plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such a plan or the management or disposition of the assets of such a plan, or who renders investment advice for a fee or other compensation to such a plan, is generally considered to be a fiduciary of the plan.

In considering an investment in the securities of a portion of the assets of any plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the plan and the applicable provisions of ERISA, the Code or any similar law relating to a fiduciary’s duties to the plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable similar laws.

Any insurance company proposing to invest assets of its general account in the securities should consider the extent that such investment would be subject to the requirements of ERISA in light of the U.S. Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any subsequent legislation or other guidance that has or may become available relating to that decision, including the enactment of Section 401(c) of ERISA by the Small Business Job Protection Act of 1996 and the regulations promulgated thereunder.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit plans subject to Title I of ERISA or Section 4975 of the Code from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

If the securities covered by this prospectus are purchased by a plan, such securities will be deemed to constitute “plan assets,” and the acquisition, holding and disposition of such securities may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code if (i) Berkshire is a party in interest or disqualified person with respect to such plan or (ii) the plan sells or disposes of such securities to a counterparty that is a party in interest or disqualified person with respect to such plan, in each case, unless an exemption is available. In addition, the disposition of such securities to a plan may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code if the counterparty to the disposition is a party in interest or disqualified person with respect to such plan, unless an

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exemption is available. In this regard, the U.S. Department of Labor (the “DOL”) has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to these transactions. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment trust partnerships, PTCE 95-60 respecting life insurance company general accounts, PTCE 96-23 respecting transactions determined by in-house asset managers, and PTCE 75-1 respecting principal transactions by a broker-dealer, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

Accordingly, by its purchase of the securities covered by this prospectus, each holder, and the fiduciary of any plan that is a holder, will be deemed to have represented and warranted on each day from and including the date of its purchase of such securities through and including the date of disposition or the satisfaction of its obligation under the purchase contract and the disposition of any such securities either (i) that it is not a plan or (ii) that the acquisition, holding and the disposition of any of such securities SQUARZ by such holder does not and will not constitute a prohibited transaction under ERISA or Section 4975 of the Code or other similar laws unless an exemption is available with respect to such transactions and the conditions of such exemption have been satisfied.

In addition, no plan will be permitted to participate in the remarketing program unless and until such plan provides the remarketing agent with assurances, reasonably satisfactory to the remarketing agent, that such participation in the remarketing program will not constitute a prohibited transaction under ERISA or Section 4975 of the Code or other similar laws for which an exemption is not available.

Any plan or other entity whose assets include plan assets subject to ERISA, Section 4975 of the Code or substantially similar federal, state or local law should consult their advisors and/or counsel.

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BOOK-ENTRY ISSUANCE

Book-Entry Issuance of the Securities

The information in this section concerning The Depository Trust Company (“DTC”) and its book-entry systems has been obtained from sources that we believe to be reliable, but we do not take responsibility for the accuracy thereof.

DTC is acting as securities depositary for the SQUARZ and the Stripped SQUARZ, and is expected to act as such for any notes separated in connection with the creation of a Stripped SQUARZ, each of which shall be issued only as fully registered securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC as described below and each of which will be evidenced by one or more global certificates deposited with or on behalf of DTC and registered in the name of Cede & Co. as DTC’s nominee; provided, however, that we may elect, and have currently elected, to issue the notes in certificated form directly to the SQUARZ agent or the collateral agent.

Depository Procedures

DTC has advised us that DTC is a limited-purpose trust company that was created to hold securities for the participating organizations (collectively, “participants”) and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of the participants. The participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant (collectively, “indirect participants”), either directly or indirectly. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through a participant or an indirect participant. The ownership interests in and transfers of ownership interests by each beneficial owner of each security held by or on behalf of DTC are recorded on the records of the participants and the indirect participants.

DTC has also advised us that purchasers of the notes, the SQUARZ and the Stripped SQUARZ (each, a “global security”) within the DTC system must be made by or through participants or indirect participants, which shall receive a credit for such global security on DTC’s records. The ownership interest of each beneficial owner of a global security is in turn to be recorded on the participants’ and indirect participants’ records. The beneficial owner of an interest will not receive written confirmation from DTC of its purchase, but is expected to receive written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the participant or indirect participant through which such beneficial owner purchased its interest in the global securities. Transfers of ownership interests in the global securities are made through entries on the books of participants or indirect participants acting on behalf of beneficial owners of such ownership interests. Except as described below, the beneficial owners of ownership interests in the global securities will not receive physical delivery of certificates representing their ownership interests in the global securities and will not be considered to be the registered owners or holders thereof for any purpose.

The laws of some jurisdictions require that certain persons take physical delivery in definitive or certificated form of securities that they own. Consequently, the ability to transfer beneficial ownership interests in a global certificate to such persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a global certificate to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. For certain

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other restrictions on the transferability of the global securities, see “—Exchange of Book-Entry Securities for Certificated Securities.”

Payments in respect of the notes (when not in certificated form), the SQUARZ and the Stripped SQUARZ shall be payable by the SQUARZ agent to DTC in its capacity as the registered holder. The SQUARZ agent shall treat the persons in whose names the applicable global or certificated securities are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither we nor the SQUARZ agent nor any agent thereof has or will have any responsibility or liability for (i) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global certificates, or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global certificates, or (ii) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants. DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes, the SQUARZ and the Stripped SQUARZ is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Payments by the participants and the indirect participants to the beneficial owners of global securities will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC or the SQUARZ agent. Neither we nor the SQUARZ agent shall be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the global securities, and we and the SQUARZ agent may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Interests in the global certificates will trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the SQUARZ agent that it will take any action permitted to be taken by a holder of a global security only at the direction of one or more participants to whose account with DTC interests in the global certificates are credited. However, if there is an indenture event of default, DTC reserves the right to exchange the global certificates for notes, SQUARZ or Stripped SQUARZ, as appropriate, in certificated form and to distribute such securities to its participants.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the global securities among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the SQUARZ agent shall have any responsibility for the performance by DTC or its respective participants or indirect participants of its obligations under the rules and procedures governing its operations.

Exchange of Book-Entry Securities for Certificated Securities

A global certificate is exchangeable for notes, SQUARZ or Stripped SQUARZ, as applicable in each case, in registered certificated form if (i) DTC (x) notifies us that it is unwilling or unable to continue as depositary for the global certificate and we thereupon fail to appoint a successor depositary or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) we in our sole discretion elect to cause the issuance of the notes, SQUARZ or Stripped SQUARZ in certificated form or (iii) there shall have occurred and be continuing an indenture event of default. In all cases, certificated notes, SQUARZ or Stripped SQUARZ delivered in exchange for any global certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary in accordance with its customary procedures.

67

LEGAL MATTERS

The validity of the securities offered hereby were passed upon for us by Munger, Tolles & Olson LLP, Los Angeles, California. Ronald L. Olson, a partner of Munger, Tolles & Olson LLP, is one of our directors. Mr. Olson and those attorneys at Munger, Tolles & Olson LLP who are representing us in connection with the registration statement of which this prospectus is a part beneficially own, in the aggregate, 162 shares of our class A common stock and 321 shares of our class B common stock.

EXPERTS

The consolidated financial statements and related financial statement schedule incorporated in this prospectus by reference from Berkshire’s Annual Report on Form 10-K for the year ended December 31, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance on the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, we file reports, proxy statements and other information with the SEC. You may read and copy any document Berkshire files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further information about the public reference room. Our SEC filings are also available to the public from the SEC’s website at www.sec.gov. In addition, our class A common stock and class B common stock are listed on the New York Stock Exchange, and our reports, proxy statements and other information can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

In this document, Berkshire “incorporates by reference” the information it files with the SEC, which means that we can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. Berkshire incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus:

• our Annual Report on Form 10-K for the year ended December 31, 2001;

• our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

• our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002; and

• the description of our class A common stock and our class B common stock included in the Registration Statement of Form 8-A filed with the SEC on March 30, 1999.

We will provide to each person to whom a copy of this prospectus is delivered, upon request and at no cost to such person, a copy any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of such information by writing or telephoning us at:

Berkshire Hathaway Inc.

1440 Kiewit Plaza

Omaha, Nebraska 68131

Attn: Jerry Hufton

Tel: (402) 346-1400

68

FORWARD-LOOKING STATEMENTS

Certain statements contained, or incorporated by reference, in this prospectus are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by Berkshire, which may be provided by management are also forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about Berkshire, economic and market factors and the industries in which Berkshire does business, among other things. These statements are not guarantees of future performance and Berkshire has no specific intention to update these statements.

Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause Berkshire’s actual performance and future events and actions to differ materially from such forward-looking statements, include, but are not limited to, changes in market prices of Berkshire’s investments in fixed maturity and equity securities, the occurrence of one or more catastrophic events, such as an earthquake, hurricane, or an act of terrorism that causes losses insured by Berkshire’s insurance subsidiaries, changes in insurance laws or regulations, changes in federal income tax laws, and changes in general economic and market factors that affect the prices of securities or the industries in which Berkshire and its affiliates do business, especially those affecting the property and casualty insurance industry.

69

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by the registrant, other than any underwriting discount and commissions, in connection with this registration statement, the resale of the securities being registered hereunder and the issuance and distribution of the common stock being registered hereunder. All amounts indicated are estimates (other than the SEC registration fee).

SEC registration fee	$	73,394
Legal fees and expenses of the registrant		40,000
Accounting fees and expenses of the registrant		5,000
Printing and engraving expenses of the registrant		55,000
Miscellaneous expenses of the registrant		6,606
Total	$	180,000

Each selling securityholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition, pursuant to this registration statement, of such selling securityholder’s securities covered by this prospectus.

Item 15.    Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware empowers Berkshire to indemnify, subject to the standards therein prescribed, any person in connection with any action, suit or proceeding brought or threatened by reason of the fact that such person is or was a director, officer, employee or agent of Berkshire or is or was serving as such with respect to another corporation or other entity at the request of Berkshire. Section 10 of Berkshire’s by-laws provides that Berkshire shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, indemnify directors and officers of Berkshire from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section 145. Additionally, as permitted by Section 145 and Berkshire’s by-laws, Berkshire has entered into indemnification agreements with each of its directors and officers. The description of such indemnification agreements in paragraphs 2 and 3 of Item 15 of our Registration Statement on Form S-3 (Registration No. 333-41686) filed with the SEC on July 18, 2000 is incorporated herein by reference.

As permitted by Section 102 of the General Corporation Law of Delaware, Berkshire’s Restated Certificate of Incorporation includes, as Article Eighth thereof, a provision eliminating, to the extent permitted by Delaware law, the personal liability of each director of Berkshire to Berkshire or any of its stockholders for monetary damages resulting from breaches of such director’s fiduciary duty of care.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

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Item 16.    Exhibits.

Exhibit Number	Description of Exhibit
1.1	Form of Remarketing Agreement to be executed by Berkshire Hathaway Inc. and the remarketing agent.
4.1	Amended and Restated SQUARZ Agreement, originally dated as of May 28, 2002, and amended and restated as of August 13, 2002, between Berkshire Hathaway Inc. and The Bank of New York, as SQUARZ agent.
4.2	Indenture, dated as of May 28, 2002, between Berkshire Hathaway Inc. and The Bank of New York, as trustee.
4.3	Written Consent of the Chairman of the Board of Berkshire Hathaway Inc. to fix the terms of the 3.0% Senior Notes due 2007.
4.4	Amended and Restated Pledge Agreement, originally dated as of May 28, 2002, and amended and restated as of August 13, 2002, among Berkshire Hathaway Inc., The Bank of New York, as collateral agent, custodial agent and securities intermediary, and The Bank of New York as SQUARZ Agent and attorney-in-fact for the holders of SQUARZ and Stripped SQUARZ.
4.5	Registration Rights Agreement, dated as of May 28, 2002, between Berkshire Hathaway Inc. and Goldman, Sachs & Co.
5.1	Opinion of Munger, Tolles & Olson LLP, legal counsel to Berkshire Hathaway Inc., as to the legality of the securities being registered and certain tax matters.
8.1	Opinion of Munger, Tolles & Olson LLP, legal counsel to Berkshire Hathaway Inc., as to certain tax matters (included in Exhibit 5.1).
12.1	Statement Regarding Calculation of Ratio of Consolidated Earnings to Consolidated Fixed Charges.
23.1	Independent Auditors’ Consent.
23.2	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1).
24.1	Power of Attorney (see page II-4 of this registration statement).
25.1	Statement of Eligibility of Trustee with respect to the 3.0% Senior Notes due 2007.

Item 17.    Undertakings.

(a) Berkshire, the undersigned registrant, hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the

II-2

changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Berkshire, the undersigned registrant, hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on August 15, 2002.

BERKSHIRE HATHAWAY INC.
By:	/s/    MARC D. HAMBURG
	Marc D. Hamburg Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Warren E. Buffett, Charles T. Munger and Marc D. Hamburg, and each of them individually, each with full power of substitution and resubstitution, as such person’s true and lawful attorney-in-fact and agent, in such person’s name and on such person’s behalf, in any and all capacities, to sign any and all amendments to this registration statement, including any post-effective amendments and any 462(b) registration statement related to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    WARREN E. BUFFETT       Warren E. Buffett	Chairman of the Board and Director (principal executive officer)	August 15, 2002
/S/    MARC D. HAMBURG       Marc D. Hamburg	Vice President and Chief Financial Officer (principal financial officer)	August 15, 2002
/s/    DANIEL J. JAKSICH       Daniel J. Jaksich	Controller (principal accounting officer)	August 15, 2002
/s/    SUSAN T. BUFFETT       Susan T. Buffett	Director	August 15, 2002
/s/    MALCOLM G. CHACE       Malcolm G. Chace	Director	August 15, 2002
/s/    WALTER SCOTT, JR.       Walter Scott, Jr.	Director	August 15, 2002

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Signature	Title	Date
/s/    HOWARD G. BUFFETT       Howard G. Buffett	Director	August 15, 2002
/s/    RONALD L. OLSON       Ronald L. Olson	Director	August 15, 2002

II-5

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.1	Form of Remarketing Agreement to be executed by Berkshire Hathaway Inc. and the remarketing agent.
4.1	Amended and Restated SQUARZ Agreement, originally dated as of May 28, 2002, and amended and restated as of August 13, 2002, between Berkshire Hathaway Inc. and The Bank of New York, as SQUARZ agent.
4.2	Indenture, dated as of May 28, 2002, between Berkshire Hathaway Inc. and The Bank of New York, as trustee.
4.3	Written Consent of the Chairman of the Board of Berkshire Hathaway Inc. to fix the terms of the 3.0% Senior Notes due 2007.
4.4	Amended and Restated Pledge Agreement, originally dated as of May 28, 2002, and amended and restated as of August 13, 2002, among Berkshire Hathaway Inc., The Bank of New York, as collateral agent, custodial agent and securities intermediary, and The Bank of New York as SQUARZ Agent and attorney-in-fact for the holders of SQUARZ and Stripped SQUARZ.
4.5	Registration Rights Agreement, dated as of May 28, 2002, between Berkshire Hathaway Inc. and Goldman, Sachs & Co.
5.1	Opinion of Munger, Tolles & Olson LLP, legal counsel to Berkshire Hathaway Inc., as to the legality of the securities being registered and certain tax matters.
8.1	Opinion of Munger, Tolles & Olson LLP, legal counsel to Berkshire Hathaway Inc., as to certain tax matters (included in Exhibit 5.1).
12.1	Statement Regarding Calculation of Ratio of Consolidated Earnings to Consolidated Fixed Charges.
23.1	Independent Auditors’ Consent.
23.2	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1).
24.1	Power of Attorney (see page II-4 of this registration statement).
25.1	Statement of Eligibility of Trustee with respect to the 3.0% Senior Notes due 2007.

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EX-1.1

                                                                     Exhibit 1.1

                          FORM OF REMARKETING AGREEMENT

          REMARKETING AGREEMENT, dated as of ___________ (the "Agreement") by
and among BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, not individually but solely as
Indenture Trustee (the "Indenture Trustee"), SQUARZ Agent (the "SQUARZ Agent")
and as attorney-in-fact of the Holders of SQUARZ, and [ ] (the "Remarketing
Agent").

                                   WITNESSETH:

          WHEREAS, the Company issued (__________) SQUARZ (the "SQUARZ") under
the SQUARZ Agreement, dated as of May 28, 2002, by and between the SQUARZ Agent
and the Company (the "SQUARZ Agreement");

          WHEREAS, each SQUARZ represents the beneficial ownership interest in
(a) a 3.00% Senior Unsecured Note due 2007 (the "Note") of the Company with a
principal amount of $10,000, (b) a warrant to purchase 0.1116 share of Berkshire
Class A Common Stock or 3.3480 of Berkshire Class B Common Stock, at the
holder's option, and (c) a pro rata amount of unmatured Initial Pledged
Treasuries;

          WHEREAS, the Notes were issued pursuant to the Indenture, dated as of
May 28, 2002, made by the Company to the Indenture Trustee, as trustee, as
supplemented by the Officers' Certificate, dated as of May 28, 2002 (the
"Officers' Certificate"), establishing the terms, provisions and conditions of
the Notes;

          WHEREAS, the Notes forming a part of the SQUARZ and the Initial
Pledged Treasuries have initially been pledged pursuant to the Pledge Agreement
(the "Pledge Agreement"), dated as of May 28, 2002, by and among the Company,
THE BANK OF NEW YORK, a New York banking corporation, as collateral agent (the
"Collateral Agent"), and the SQUARZ Agent, to secure the obligations of Holders
of SQUARZ to pay Underlying Warrant Installment Payments;

          WHEREAS, by the exercise of Underlying Warrants or the creation of
Stripped SQUARZ, certain of the Notes are no longer held by the Collateral Agent
but are held directly by the holders thereof;

          WHEREAS, the Remarketing Agent will attempt on the Remarketing Date to
remarket all of the Notes, other than the Notes of Holders who elect not to
participate in the Remarketing pursuant to the procedures set forth in Article
VI of the SQUARZ Agreement and Article V of Exhibit A to the Officers'
Certificate;

          WHEREAS, the Company has requested [                  ] to act as the
Remarketing Agent, and as such to perform the services described herein; and

                                       1



          WHEREAS, [                    ] is willing to act as the Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein;

          NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:

          Section 1. Definitions.

          Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the SQUARZ Agreement or, if not therein defined,
the Pledge Agreement.

          Section 2. Appointment and Obligations of the Remarketing Agent.

          (a)  The Company hereby appoints [             ], and [            ]
hereby accepts such appointment, (i) as the Remarketing Agent to determine the
Reset Rate in the manner provided for herein and in the Indenture and the SQUARZ
Agreement (as in effect on the date of this Remarketing Agreement) with respect
to the Notes, which Reset Rate shall, if applicable, not exceed the maximum rate
permitted by applicable law, and (ii) as the exclusive Remarketing Agent
(subject to the right of such Remarketing Agent to appoint additional
remarketing agents hereunder as described below) to remarket the Notes to be
included in the Remarketing on the Remarketing Date.

          (b)  The Company agrees that the Remarketing Agent shall have the
right, on 15 Business Days notice to the Company, to appoint one or more
additional remarketing agents so long as any such additional remarketing agents
shall be reasonably acceptable to the Company; provided, that, such
appointment(s) shall not require the Company to pay, in the aggregate, a
remarketing fee, whether to the Remarketing Agent, any such additional
remarketing agent or otherwise, in excess of the remarketing fee payable by the
Company to the Remarketing Agent under Section 4. Upon any such appointment, the
parties shall enter into an appropriate amendment to this Agreement to reflect
the addition of any such additional remarketing agent(s).

          (c)  It is understood and agreed that the Remarketing Agent shall not
have any obligation whatsoever to purchase any Notes, and shall in no way be
obligated to provide funds to make payment upon tender of Notes for Remarketing
or to otherwise expend or risk their own funds or incur or be exposed to
financial liability in the performance of their respective duties under this
Agreement. Except for its obligations to repurchase the Notes pursuant to the
Indenture, the Company shall not be obligated in any event to provide funds to
make payment to the holders thereof upon delivery of Notes for Remarketing.

          Section 3. Remarketing Procedures.

          (a)  (i) On the fourth Business Day (the "Reset Announcement Date")
immediately preceding the Remarketing Date, the Remarketing Agent and the
Company shall determine the Applicable Benchmark Treasury (as defined below) and
the Remarketing Agent shall determine the reset spread (the "Reset Spread") to
be added to the yield on the

                                       2



Applicable Benchmark Treasury to be used to determine the Reset Rate. The Reset
Rate on the Notes will be equal to the sum of the Reset Spread and the yield on
the Applicable Benchmark Treasury in effect on the Remarketing Date. The
Remarketing Agent shall establish the Reset Spread so that the Notes with the
resulting Reset Rate are expected to have an approximate market value on the
Remarketing Date of 100.125% of their principal amount, plus any accrued and
unpaid interest.

                    (ii)  The Company shall announce the Reset Spread and the
          Applicable Benchmark Treasury on the Reset Announcement Date, and
          cause a notice of the Reset Spread and the Applicable Benchmark
          Treasury to be published on the Business Day following the Reset
          Announcement Date by publication in a daily newspaper in the English
          language of general circulation in New York City, which is expected to
          be The Wall Street Journal. The Company shall request, not later than
          seven nor more than 15 calendar days prior to the Reset Announcement
          Date, that DTC notify its participants holding the SQUARZ or the Notes
          of the Reset Announcement Date and of the procedures that must be
          followed if any owner of SQUARZ or Notes wishes to elect not to
          participate in the Remarketing.

                    (iii) The "Applicable Benchmark Treasury" means direct
          obligations of the United States, as agreed upon by the Company and
          the Remarketing Agent (which may be obligations traded on a
          when-issued basis only), having a maturity of six months. The yield
          for the Applicable Benchmark Treasury shall be the bid side yield
          displayed at 10:00 a.m., New York City time, on the Remarketing Date
          in the Telerate system (or if the Telerate system is no longer
          available on that date or, in the opinion of the Remarketing Agent
          (after consultation with the Company), no longer an appropriate system
          from which to obtain the yield, such other nationally recognized
          quotation system as, in the opinion of the Remarketing Agent (after
          consultation with the Company), is appropriate). If this yield is not
          so displayed, the yield for the Applicable Benchmark Treasury will be,
          as calculated by the Remarketing Agent, the yield to maturity for the
          Applicable Benchmark Treasury, expressed as a bond equivalent on the
          basis of a year of 365 or 366 days, as applicable, and applied on a
          daily basis, and computed by taking the arithmetic mean of the
          secondary market bid yields, as of 10:30 a.m., New York City time, on
          the Remarketing Date of three leading United States government
          securities dealers selected by the Remarketing Agent (after
          consultation with the Company) (which may include the Remarketing
          Agent or an affiliate thereof).

          (b)  At no later than 10:00 a.m., New York City time, on the third
Business Day immediately preceding the Remarketing Date, the Company and the
SQUARZ Agent shall notify the Remarketing Agent of the aggregate principal
amount of the Notes (whether included as a component of SQUARZ or Separate
Notes) that will participate in the Remarketing (the "Participating Notes"), and
the Company shall also give a written notice to the Remarketing Agent as to
whether or not there is any limitation under applicable law on the Reset Rate on
the Notes, and, if so, the maximum permissible Reset Rate. On the Business Day
immediately preceding the Remarketing Date, the Collateral Agent and the

                                       3



SQUARZ Agent pursuant to the terms of the Pledge Agreement, will deliver for
remarketing to the Remarketing Agent all Notes to be remarketed.

          (c)  Subject to its receipt of the notice pursuant to Section 3(b) and
other terms and conditions set forth herein, on the Remarketing Date, the
Remarketing Agent shall use commercially reasonable efforts to remarket the
Participating Notes with an interest rate equal to the Reset Rate at a price
equal to 100.125% of the principal amount of such Notes, plus any accrued and
unpaid interest. If, by 4:00 p.m., New York City time, on the Remarketing Date,
the Remarketing Agent is unable to remarket all of the Participating Notes at a
price of at least 100% of the principal amount of such Notes, plus any accrued
and unpaid interest, a "Failed Remarketing" will have occurred. The SQUARZ Agent
will give notice of a Failed Remarketing to the Company and all Holders of Notes
and SQUARZ prior to the close of business on the Business Day following the
Remarketing Date.

          (d)  If all of the Participating Notes are sold for at least 100% of
the principal amount of such Notes, plus accrued and unpaid interest (a
"Successful Remarketing"), the proceeds from the Remarketing, shall initially be
paid to the SQUARZ Agent, to be further paid to the Collateral Agent (to the
extent such Notes were pledged as collateral), or paid to Holders who held
Separate Notes pursuant to Section 6.2(e) of the SQUARZ Agreement and Section
4.6(a) of the Pledge Agreement.

          (e)  By approximately 4:30 p.m., New York City time, on the
Remarketing Date, so long as there has been a Successful Remarketing, the
Remarketing Agent will advise:

                    (i)  DTC, the Indenture Trustee, the SQUARZ Agent and the
          Company of the Reset Rate determined in the Remarketing and the number
          of Notes sold in the Remarketing;

                    (ii)  each Person purchasing Notes in the Remarketing, or
          the appropriate DTC participant, of the Reset Rate (if applicable) and
          the number of Notes such Person is to purchase; and

                    (iii) each purchaser of Notes to give instructions to its
          DTC Participant to pay the purchase price on the settlement date in
          same day funds against delivery of the Notes purchased through the
          facilities of DTC.

          (f)  If any Holder selling Notes in the Remarketing fails to deliver
the Notes, the DTC participant of the selling Holder and of any other Person
that was to have purchased Notes in the Remarketing may deliver to that other
Person a number of Notes that is less than the number of Notes that otherwise
was to be purchased by that Person. In that event, the number of Notes to be so
delivered will be determined by such DTC participant, and delivery of the lesser
number of Notes will constitute good delivery.

          (g)  In the event of a Failed Remarketing, the Remarketing Agent shall
promptly return the Participating Notes included in such Failed Remarketing to
the SQUARZ Agent, to be further returned by the SQUARZ Agent pursuant to Section
6.2(f) of the SQUARZ Agreement, in the case of the Separate Notes, to their
Holders, and in the case of

                                       4



the Pledged Notes, to the Collateral Agent to be held by the Collateral Agent in
accordance with Section 4.6(b) of the Pledge Agreement.

          (h) The right of each Holder of SQUARZ or Separate Notes to have Notes
included in any Remarketing shall be limited to the extent that (i) the
Remarketing Agent conducts a Remarketing on the Remarketing Date pursuant to the
terms of this Agreement, (ii) the Remarketing Agent is able to find a purchaser
or purchasers for the Participating Notes at a Reset Rate such that the then
current aggregate market value of the Participating Notes is equal to at least
100% of the principal amount of such Notes, plus any accrued and unpaid
interest, and (iii) such purchaser or purchasers deliver the purchase price
therefor to the Remarketing Agent as and when required.

          Section 4. Fees.

          In the event of a Successful Remarketing, the Remarketing Agent shall
be entitled to a remarketing fee (the "Remarketing Fee") from the proceeds
received in connection with any such Remarketing equal to [__________].

          Section 5. Replacement and Resignation of Remarketing Agent.

          (a)  The Company may in its absolute discretion replace [ ] as the
Remarketing Agent by giving notice prior to 3:00 p.m., New York City time on the
[eleventh] Business Day immediately prior to the Remarketing Date. Any such
replacement shall become effective upon the Company's appointment of a successor
to perform the services that would otherwise be performed hereunder by the
Remarketing Agent. Upon providing such notice, the Company shall use all
reasonable efforts to appoint such a successor and to enter into a remarketing
agreement with such successor as soon as reasonably practicable.

          (b)  [             ] may indicate, at any time, its wish to resign and
be discharged from its duties and obligations hereunder as the Remarketing Agent
by giving notice prior to 3:00 p.m., New York City time on the [eleventh]
Business Day immediately prior to the Remarketing Date; provided that any such
resignation shall not become effective until the Company shall have appointed a
successor to perform the services that would otherwise be performed hereunder by
the Remarketing Agent and such successor and the Company shall have entered into
a remarketing agreement. Upon receiving notice from the Remarketing Agent that
it wishes to resign hereunder, the Company shall appoint such a successor and
enter into a remarketing agreement with it as soon as reasonably practicable.

          (c)  The Company shall give the SQUARZ Agent and the Indenture Trustee
prompt written notice of any replacement of the Remarketing Agent pursuant to
this section.

          Section 6. Dealing in the Securities.

          The Remarketing Agent, when acting hereunder or when acting in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Notes, SQUARZ, Stripped SQUARZ or any other
securities of the Company. With respect to any Notes, SQUARZ, Stripped SQUARZ or
any other securities of the Company

                                       5



owned by it, the Remarketing Agent may exercise any vote or join in any action
with like effect as if it did not act in any capacity hereunder. The Remarketing
Agent, in its individual capacity, either as principal or agent, may also engage
in or have an interest in any financial or other transaction with the Company as
freely as if it did not act in any capacity hereunder.

          The Company or its affiliates may, to the extent permitted by law,
purchase any Notes that are remarketed by any Remarketing Agent.

          Section 7. Registration Statement and Prospectus.

          (a)  In connection with any Remarketing to occur on the Remarketing
Date, if and to the extent required, in the view of counsel (which need not be
an opinion) for each of the Remarketing Agent and the Company, by applicable
law, regulations or interpretations in effect at the time of any such
Remarketing Date, the Company shall use its reasonable efforts, if requested by
the Remarketing Agent by notice to the Company at least [twenty-two] Business
Days prior to the Remarketing Date, (i) (A) to have a registration statement
relating to the Notes effective under the Securities Act and (B) to furnish a
current preliminary prospectus and, if applicable, a current preliminary
prospectus supplement (in such quantities as the Remarketing Agent may
reasonably request), to be used by the Remarketing Agent in a Remarketing
pursuant hereunder, in each case by a date that is no later than [seven]
Business Days prior to the Remarketing Date (or at such earlier date as the
Remarketing Agent may reasonably request), and (ii) if requested by the
Remarketing Agent, shall furnish a current final prospectus and, if applicable,
a final prospectus supplement, to be used by the Remarketing Agent in the
Remarketing pursuant hereunder, by a date that is no later than [five] Business
Days prior to the Remarketing Date in the case of a Remarketing to occur on the
Remarketing Date (or at such earlier date as the Remarketing Agent may
reasonably request). The Company shall pay all reasonable expenses relating
thereto.

          (b)  If in connection with any Remarketing, it shall not be possible,
in the view of counsel (which need not be an opinion) for each of the
Remarketing Agent and the Company, under applicable law, regulations or
interpretations in effect as of the Remarketing Date, to register the offer and
sale by the Company of the Notes under the Securities Act as otherwise
contemplated by this Section 6, or the Company determines at least 28 days
before the Remarketing Date and notifies the Remarketing Agent promptly after
such determination that the Remarketing shall be by means of an offer and sale
exempt from registration under the Securities Act, the Company (i) shall use its
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper and advisable to permit and effectuate
the offer and sale of the Notes in connection with any Remarketing pursuant
hereunder without registration under the Securities Act pursuant to an exemption
therefrom, if available, including the exemption afforded by Rule 144A under the
rules and regulations promulgated under the Securities Act by the Securities and
Exchange Commission, (ii) if requested by the Remarketing Agent by notice to the
Company at least [seventeen] Business Days prior to the Remarketing Date, shall
furnish a current preliminary remarketing memorandum and a current final
remarketing memorandum (in such quantities as the Remarketing Agent may
reasonably request) to be used by the Remarketing Agent in any Remarketing
pursuant hereunder, in each case by a date that is not later than [seven]
Business

                                       6



Days prior to the Remarketing Date (or such earlier date as the Remarketing
Agent may reasonably request). The Company shall pay all expenses relating
thereto.

          (c)  The Company shall also take all such actions as may (upon advice
of counsel to the Company or the Remarketing Agent) be necessary or desirable
under state securities or blue sky laws in connection with any Remarketing.

          Section 8. Conditions to the Remarketing Agent's Obligations.

          (a)  The obligations of the Remarketing Agent under this Agreement
shall be subject to the terms and conditions hereunder, including, without
limitation, the following conditions: (i) the Remarketing Agent is able to find
a purchaser or purchasers for the Participating Notes at a price not less than
100% of the principal amount of such Notes plus accrued and unpaid interest,
(ii) the SQUARZ Agent, the Collateral Agent, the Company and the Trustee shall
have performed, in all material respects, their respective obligations in
connection with any Remarketing hereunder and pursuant to the SQUARZ Agreement,
the Pledge Agreement and the Indenture (including, without limitation, the
SQUARZ Agent's and the Company's giving the Remarketing Agent notice of the
aggregate principal amount of the Participating Notes no later than 10:00 a.m.,
New York City time, on the third Business Day preceding the Remarketing Date
pursuant to Section 3(b) and concurrently delivering the Notes to be remarketed
to the Remarketing Agent), (iii) no Event of Default (as defined in the
Indenture) shall have occurred and be continuing, (iv) the accuracy, in all
material respects, of the representations and warranties of the Company included
in this Agreement or in certificates of any officer of the Company or any of its
subsidiaries delivered pursuant to the provisions included in this Agreement,
(v) the performance by the Company, in all material respects, of its covenants
and other obligations included herein, and (vi) the satisfaction of the other
conditions set forth in this Agreement.

          (b)  If at any time during the term of this Agreement, any Event of
Default or event that with the passage of time or the giving of notice or both
would become an Event of Default has occurred and is continuing under the
Indenture, then the obligations and duties of the Remarketing Agent under this
Agreement shall be suspended until such default or event has been cured. The
Company will promptly give the Remarketing Agent notice of all such defaults and
events of which the Company is aware.

          Section 9. Termination of Remarketing Agreement.

          This Agreement shall terminate as to any Remarketing Agent that is
replaced on the effective date of its replacement pursuant to Section 5(a)
hereof or pursuant to Section 5(b) hereof. Notwithstanding the foregoing, the
obligations set forth in Section 4 hereof shall survive and remain in full force
and effect until all amounts payable under said Section 4 shall have been paid
in full; provided, however, that if any Remarketing Agent resigns, then the
obligations set forth in Section 4 hereof shall not survive the termination of
this Agreement and no fee shall be payable to such Remarketing Agent in such
capacity. In addition, each former Remarketing Agent shall be entitled to the
rights and benefits under Sections 10 and 11 of this Agreement notwithstanding
the replacement or resignation of such Remarketing Agent.

                                       7



          Section 10. Remarketing Agent's Performance; Duty of Care.

          The duties and obligations of the Remarketing Agent shall be
determined solely by the express provisions hereunder. No implied covenants or
obligations of or against the Remarketing Agent shall be read into this
Agreement. In the absence of a judicial determination of willful misconduct, bad
faith or gross negligence on the part of the Remarketing Agent, the Remarketing
Agent may conclusively rely upon any document furnished to it which purports to
conform to the requirements hereunder as to the truth of the statements
expressed therein. The Remarketing Agent shall be protected in acting upon any
document or communication reasonably believed by it to be signed, presented or
made by the proper party or parties. The Remarketing Agent shall not have any
obligation to determine whether there is any limitation under applicable law on
the Reset Rate on the Notes or, if there is any such limitation, the maximum
permissible Reset Rate on the Notes, and it shall rely solely upon timely
written notice from the Company pursuant to Section 3(b) as to whether or not
there is any such limitation and, if so, the maximum permissible Reset Rate. The
Remarketing Agent shall not incur any liability under this Agreement to any
beneficial owner or holder of Notes, or other securities, either in its
individual capacity or as Remarketing Agent, as the case may be, for any action
or failure to act in connection with the Remarketing or otherwise in connection
with the transactions contemplated by this Agreement, except to the extent that
such liability has, by judicial determination, resulted from the negligence or
willful misconduct of the Remarketing Agent or by its failure to fulfill its
express obligations hereunder. The obligations of the Remarketing Agent
regarding the proceeds of Remarketing in the case of a Successful Remarketing or
to return the Participating Notes in a Failed Remarketing shall be satisfied as
long as the Remarketing Agent complies with Sections 3(d) or 3(g), as
applicable, and the Remarketing Agent shall not be responsible for any action or
lack of action on the part of the SQUARZ Agent, the Company or any other party
thereafter. The provisions of this Section 10 shall survive any termination of
this Agreement and shall also continue to apply to every Remarketing Agent
notwithstanding its resignation or removal. The Remarketing Agent will act as
the agent of the Holders, and not as the agent of the Company.

          Section 11. Indemnification.

          (a)  The Company agrees to indemnify the Remarketing Agent for, and to
hold it harmless from and against, any loss, liability or reasonable
out-of-pocket expense (other than any such loss, liability or out-of-pocket
expense arising from a claim or action brought against the Remarketing Agent by
the Company) incurred without negligence, willful misconduct or bad faith on its
part, arising out of or in connection with the acceptance or administration of
its powers and duties under this Agreement, including the reasonable
out-of-pocket costs and expenses (including reasonable fees and expenses of
counsel) of defending itself against any third party claim or liability in
connection with the exercise or performance of such powers and duties or
collecting such amounts. The Remarketing Agent shall promptly notify the Company
of any third party claim which may give rise to the indemnity hereunder and give
the Company the opportunity to participate in the defense of such claim with
counsel reasonably satisfactory to the indemnified party, and no such claim
shall be settled without the written consent of the Company, which consent shall
not be unreasonably withheld.

                                       8



          (b)  The Remarketing Agent agrees to indemnify the Company for, and to
hold it harmless from and against, any loss, liability or reasonable
out-of-pocket expense incurred by the Company that arises out of or is based
upon (i) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, final prospectus, preliminary
remarketing memorandum, final marketing memorandum or blue-sky application
prepared, in each case, in connection with a Remarketing, or (ii) omission or
alleged omission to state in any such preliminary prospectus, final prospectus,
preliminary remarketing memorandum, final marketing memorandum or blue-sky
application, any material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case of clause (i) and (ii)
only to the extent that the 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 Company by or on behalf of the Remarketing
Agent expressly for inclusion therein. The Company shall promptly notify the
Remarketing Agent of any third party claim which may give rise to the indemnity
hereunder and give the Company the opportunity to participate in the defense of
such claim with counsel reasonably satisfactory to the indemnified party, and no
such claim shall be settled without the written consent of the Remarketing
Agent, which consent shall not be unreasonably withheld.

          Section 12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.

          Section 13. Term of Agreement.

          (a)  Unless otherwise terminated in accordance with the provisions
hereof and except as otherwise provided herein, this Agreement shall remain in
full force and effect from the date hereof until the Business Day immediately
following the Remarketing Date, in the case of any Successful Remarketing held
on any such date. Anything herein to the contrary notwithstanding, the
provisions of the last two sentences of Section 9 hereof and the provisions of
Sections 4, 10, 11 and 13(b) hereof shall survive any termination of this
Agreement and remain in full force and effect; provided, however, that if any
Remarketing Agent resigns, then the obligations set forth in Section 4 hereof
shall not survive the termination of this Agreement and no fee shall be payable
to such Remarketing Agent in such capacity.

          (b)  All representations and warranties included in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
or thereto, shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of the Remarketing Agent or any of their
controlling persons, or by or on behalf of the Company or the SQUARZ Agent, and
shall survive the Remarketing of the Notes.

          Section 14. Successors and Assigns.

          The rights and obligations of the Company and the SQUARZ Agent (both
in its capacity as SQUARZ Agent and as attorney-in-fact) hereunder may not be
assigned or delegated to any other person without the prior written consent of
the Remarketing Agent, which consent shall not be unreasonably withheld. The
rights and obligations of the

                                       9



Remarketing Agent hereunder may not be assigned or delegated to any other person
without the prior written consent of the Company, except that the Remarketing
Agent shall have the right to appoint additional remarketing agents as provided
herein. This Agreement shall inure to the benefit of and be binding upon the
Company, the SQUARZ Agent and the Remarketing Agent and their respective
successors and assigns and the other indemnified parties (set forth in Section
11 hereof) and the successors, assigns, heirs and legal representatives of such
indemnified parties. The terms "successors" and "assigns" shall not include any
purchaser of Notes merely because of such purchase.

          Section 15. Headings.

          Section headings have been inserted in this Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are
not a part of this Agreement and will not be used in the interpretation of any
provision of this Agreement.

          Section 16. Severability.

          If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts with any
provisions of any constitution, statute, rule or public policy or for any other
reason, then, to the extent permitted by law, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of rendering
any other provision or provisions of this Agreement, as the case may be,
invalid, inoperative or unenforceable to any extent whatsoever.

          Section 17. Counterparts.

          This Agreement may be executed in counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same
document.

          Section 18. Amendments.

          This Agreement may be amended by any instrument in writing signed by
the parties hereto.

          Section 19. Notices.

          Unless otherwise specified, any notices, requests, consents or other
communications given or made hereunder or pursuant hereto shall be made in
writing or transmitted by any standard form of telecommunication, including
telephone (but only with respect to communications between the Company and the
Remarketing Agent) or telecopy, and confirmed in writing. All written notices
and confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to Berkshire Hathaway Inc., 1440 Kiewit Plaza, Omaha, Nebraska 68131,
Attention: Marc D. Hamburg, Vice President and Chief Financial Officer; if to
the

                                       10



Remarketing Agent, to [            ]; and if to the SQUARZ Agent, to The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention: Corporate
Trust Administration, or to such other address as any of the above shall specify
to the others in writing.

          Section 20. Information.

          The Company agrees to furnish the Remarketing Agent with such
information and documents as the Remarketing Agent may reasonably request in
connection with the transactions contemplated by this Remarketing Agreement, and
if the Remarketing is effected pursuant to a registration statement in
accordance with Section 7 hereof, make reasonably available to the Remarketing
Agent and any accountant, attorney or other advisor retained by the Remarketing
Agent such information that parties would customarily require in connection with
a due diligence investigation conducted in accordance with applicable securities
laws and cause the Company's officers, directors, employees and accountants to
participate in all such discussions and to supply all such information
reasonably requested by any such person in connection with such investigation;
provided that if any such information is deemed by the Company to be
confidential in nature, the Company may require the Remarketing Agent to enter
into such confidentiality agreements as may be reasonably required to protect
the confidential nature of such information.

          IN WITNESS WHEREOF, each of the Company, the SQUARZ Agent and the
Remarketing Agent has caused this Agreement to be executed in its name and on
its behalf by one of its duly authorized signatories as of the date first above
written.

                                        BERKSHIRE HATHAWAY INC.


                                        By _____________________________________
                                           Name:
                                           Title:


                                        [Remarketing Agent]


                                        By: ____________________________________
                                            Name:
                                            Title:


CONFIRMED AND ACCEPTED:

THE BANK OF NEW YORK,
not individually but solely as SQUARZ
Agent and as attorney-in-fact for the
Holders of the SQUARZ and Notes


By: ________________________________
    Name:
    Title:

                                       11

EX-4.1

                                                                     EXHIBIT 4.1

                             BERKSHIRE HATHAWAY INC.

                                       AND

                              THE BANK OF NEW YORK,
                                  SQUARZ AGENT


                      AMENDED AND RESTATED SQUARZ AGREEMENT


                      ORIGINALLY DATED AS OF MAY 28, 2002,
                   AMENDED AND RESTATED AS OF AUGUST 13, 2002




                                TABLE OF CONTENTS



                                                                                                          PAGE
                                                                                                         
                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1      Definitions...............................................................................  1
Section 1.2      Compliance Certificates and Opinions...................................................... 16
Section 1.3      Form of Documents Delivered to Agent...................................................... 17
Section 1.4      Acts of Holders; Record Dates............................................................. 17
Section 1.5      Notices................................................................................... 19
Section 1.6      Notice to Holders; Waiver................................................................. 19
Section 1.7      Effect of Headings and Table of Contents.................................................. 20
Section 1.8      Successors and Assigns.................................................................... 20
Section 1.9      Separability Clause....................................................................... 20
Section 1.10     Benefits of Agreement..................................................................... 20
Section 1.11     Governing Law............................................................................. 20
Section 1.12     Waiver of Jury Trial...................................................................... 20
Section 1.13     Inspection of Agreement................................................................... 21

                                    ARTICLE 2
                                CERTIFICATE FORMS

Section 2.1      Forms of Certificates Generally........................................................... 21
Section 2.2      Rights and Obligations Evidenced by the Certificates...................................... 21
Section 2.3      Form of Legend for Global Securities...................................................... 21
Section 2.4      Form of Agent's Certificate of Authentication............................................. 22
Section 2.5      Title and Terms; Denominations............................................................ 22
Section 2.6      Execution, Authentication, Delivery and Dating............................................ 22
Section 2.7      Registration; Registration of Transfer and Exchange....................................... 23
Section 2.8      Book-Entry Interests...................................................................... 25
Section 2.9      Notices to Holders........................................................................ 26
Section 2.10     Appointment of Successor Depositary....................................................... 26
Section 2.11     Definitive Certificates................................................................... 26
Section 2.12     Mutilated, Destroyed, Lost and Stolen Certificates........................................ 26
Section 2.13     Persons Deemed Owners..................................................................... 27
Section 2.14     Cancellation.............................................................................. 28
Section 2.15     CUSIP Numbers............................................................................. 28
Section 2.16     Form of Private Placement Legends......................................................... 29
Section 2.17     Transfer and Exchange..................................................................... 29

                                    ARTICLE 3
                                    THE UNITS

Section 3.1      Creation and Description of the Units..................................................... 30
Section 3.2      Creation of Stripped SQUARZ............................................................... 31
Section 3.3      Re-creation of SQUARZ..................................................................... 33

                                    ARTICLE 4
                                 THE COLLATERAL


                                       -i-



                                TABLE OF CONTENTS
                                   (continued)


                                                                                                          PAGE
                                                                                                         

Section 4.1      Payments on Collateral.................................................................... 34
Section 4.2      Notice and Voting......................................................................... 35

                                    ARTICLE 5
               APPOINTMENT OF SQUARZ AGENT; THE UNDERLYING WARRANT

Section 5.1      Appointment of SQUARZ Agent............................................................... 35
Section 5.2      Underlying Warrant........................................................................ 36
Section 5.3      Underlying Warrant Installment Payments................................................... 37
Section 5.4      Exercise of Underlying Warrant............................................................ 38
Section 5.5      Settlement and Payment of Underlying Warrant Exercise Price............................... 39
Section 5.6      Cancellation of Unit, Payment of Settlement Amounts and Issuance of Shares of
                 Berkshire Common Stock Upon Exercise of Underlying Warrant................................ 41
Section 5.7      No Fractional Shares...................................................................... 42
Section 5.8      Anti-Dilution Adjustments................................................................. 42
Section 5.9      Notice of Adjustments and Certain Other Events............................................ 49
Section 5.10     Charges and Taxes......................................................................... 50
Section 5.11     Reservation of Shares..................................................................... 50
Section 5.12     Required Acceleration Event; Notice....................................................... 50
Section 5.13     Cancellation of Underlying Warrants....................................................... 51
Section 5.14     Reductions in Exercise Price.............................................................. 52

                                    ARTICLE 6
                                  REMARKETING.

Section 6.1      Engagement of Remarketing Agent........................................................... 52
Section 6.2      Remarketing Procedure..................................................................... 52
Section 6.3      Elections by Holders...................................................................... 54
Section 6.4      Other Agreements.......................................................................... 54

                                    ARTICLE 7
                                THE SQUARZ AGENT

Section 7.1      Certain Duties, Rights And Immunities..................................................... 55
Section 7.2      Notice Of Default......................................................................... 57
Section 7.3      Certain Rights Of Agent................................................................... 57
Section 7.4      Not Responsible For Recitals, Etc......................................................... 58
Section 7.5      May Hold Units And Other Dealings......................................................... 58
Section 7.6      Money Held In Custody..................................................................... 58
Section 7.7      Compensation And Reimbursement............................................................ 59
Section 7.8      Corporate Agent Required; Eligibility..................................................... 59
Section 7.9      Resignation And Removal; Appointment Of Successor......................................... 60
Section 7.10     Acceptance Of Appointment By Successor.................................................... 61
Section 7.11     Merger, Conversion, Consolidation Or Succession To Business............................... 61
Section 7.12     Preservation Of Information; Communications To Holders.................................... 62
Section 7.13     Failure To Act............................................................................ 62


                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)


                                                                                                          PAGE
                                                                                                         

Section 7.14     No Obligations Of Agent................................................................... 63
Section 7.15     Tax Compliance............................................................................ 63

                                    ARTICLE 8
                             SUPPLEMENTAL AGREEMENTS

Section 8.1      Supplemental Agreements Without Consent of Holders........................................ 63
Section 8.2      Supplemental Agreements with Consent of Holders........................................... 64
Section 8.3      Execution of Supplemental Agreements...................................................... 65
Section 8.4      Effect of Supplemental Agreements......................................................... 65
Section 8.5      Reference to Supplemental Agreements...................................................... 65

                                    ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1      Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain
                 Conditions................................................................................ 65
Section 9.2      Rights and Duties of Successor Corporation................................................ 66
Section 9.3      Opinion of Counsel Given to SQUARZ Agent.................................................. 66

                                   ARTICLE 10
                            COVENANTS; MISCELLANEOUS

Section 10.1     Performance Under SQUARZ.................................................................. 67
Section 10.2     Maintenance of Office or Agency........................................................... 67
Section 10.3     Company to Reserve Berkshire Common Stock................................................. 67
Section 10.4     Covenants as to Berkshire Common Stock.................................................... 67
Section 10.5     Rights and Remedies Cumulative............................................................ 67
Section 10.6     Delay or Omission Not Waiver.............................................................. 68
Section 10.7     Undertaking for Costs..................................................................... 68
Section 10.8     Waiver of Stay or Extension Laws.......................................................... 68

                                    EXHIBITS

EXHIBIT A     Form of SQUARZ Certificate
EXHIBIT B     Form of Stripped SQUARZ Certificate
EXHIBIT C     Instruction from SQUARZ Agent to Collateral Agent
EXHIBIT D     Instruction to SQUARZ Agent
EXHIBIT E     Election of Exercise
EXHIBIT F     Remarketing Election Form
EXHIBIT G     144A Certificate
EXHIBIT H     Remarketing Agreement


                                      -iii-



                      AMENDED AND RESTATED SQUARZ AGREEMENT

          This AMENDED AND RESTATED SQUARZ AGREEMENT (as amended or supplemented
from time to time and including all exhibits hereto, this "Agreement"),
originally dated as of May 28, 2002 and amended and restated as of August 13,
2002, is between Berkshire Hathaway Inc. (the "Company"), a Delaware
corporation, and The Bank of New York, a New York banking corporation (the
"SQUARZ Agent").

                                    RECITALS

          WHEREAS, the Company has duly authorized the execution and delivery of
this Agreement and the creation and issuance of the securities described herein
on the terms and conditions set forth herein; and

          WHEREAS, all things necessary have been done to make this Agreement a
valid agreement of the Company and to make the securities described herein, when
issued, executed, authenticated, and delivered as provided herein, the valid
obligations of the Company.

                                   WITNESSETH:

          For and in consideration of the foregoing premises and the purchase of
the SQUARZ by the Holders thereof, it is mutually agreed as follows:

                                    ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     Section 1.1     DEFINITIONS.

             For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

             (a)     the terms defined in this Article 1 have the meanings
     assigned to them in this Article 1 and include the plural as well as the
     singular, and nouns and pronouns of the masculine gender include the
     feminine and neuter genders;

             (b)     all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United States;

             (c)     the words "herein," "hereof" and "hereunder" and other
     words of similar import refer to this Agreement as a whole and not to any
     particular Article, Section or other subdivision; and

             (d)     the following terms have the meanings given to them in this
     Section 1.1(d):



          "Acceleration Event Remarketing" means a Remarketing being undertaken
following the occurrence of a Required Acceleration Event.

          "Act," when used with respect to Holder, has the meaning specified in
Section 1.4.

          "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

          "Agreement" has the meaning specified in the first paragraph hereof.

          "Applicable Benchmark Treasury" means direct obligations of the United
States, as agreed upon by the Company and the Remarketing Agent (which may be
obligations traded on a when-issued basis only), having a maturity closest to
six months.

          "Applicable Benchmark Treasury Yield" means the bid side yield
displayed at 10:00 a.m., New York City time, on the Remarketing Date in the
Telerate system (or if the Telerate system is no longer available on that date
or, in the opinion of the Remarketing Agent (after consultation with the
Company), no longer an appropriate system from which to obtain the yield, such
other nationally recognized quotation system as, in the opinion of the
Remarketing Agent (after consultation with the Company), is appropriate). If
this yield is not so displayed, the Applicable Benchmark Treasury Yield will be,
as calculated by the Remarketing Agent, the yield to maturity for the Applicable
Benchmark Treasury, expressed as a bond equivalent on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis, and computed by taking
the arithmetic mean of the secondary market bid yields, as of 10:30 a.m., New
York City time, on the Remarketing Date of three leading United States
government securities dealers selected by the Remarketing Agent (after
consultation with the Company) (which may include the Remarketing Agent or an
affiliate thereof).

          "Applicants" has the meaning specified in Section 7.12(b).

          "Average Market Value" means the arithmetic mean of the Closing Prices
of a share of Berkshire Class B Common Stock over the ten Trading Days
immediately following the effective exercise of the Underlying Warrant pursuant
to Sections 5.4 and 5.5, including delivery of an election of exercise
substantially in the form of Exhibit E (or in any other form that may be agreed
to between the Company and the SQUARZ Agent) for Net Share Settlement.

          "Bankruptcy Event" means the occurrence of any of the following
events:

             (i)     the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the

                                       - 2 -



continuance of any such decree or order for relief or any such other decree or
order undismissed or unstayed and in effect for a period of 60 consecutive days;
or

             (ii)    the commencement by the Company of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action.

          "Beneficial Owner" means, with respect to a Book-Entry Interest, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Depositary or on the books of a Person maintaining an account
with the Depositary (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency).

          "Berkshire Class A Common Stock" means Class A Common Stock of the
Company, par value $5.00 per share.

          "Berkshire Class B Common Stock" means Class B Common Stock of the
Company, par value $0.1667 per share.

          "Berkshire Common Stock" means Berkshire Class A Common Stock and
Berkshire Class B Common Stock.

          "Board of Directors" means either the Board of Directors of the
Company or the executive committee of such Board or any other committee of such
Board duly authorized to act generally or in any particular respect for the
Board hereunder.

          "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, (ii) a copy of a unanimous written consent of the Board of
Directors or (iii) a certificate signed by the authorized officer or officers to
whom the Board of Directors has delegated its authority, and in each case,
delivered to the SQUARZ Agent.

          "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 2.8.

                                      - 3 -



          "Buffett Family Members" means Susan T. Buffett, all descendants of
Warren E. Buffett, including by way of adoption, and spouses of any such
descendants.

          "Buffett Entities" means (i) any corporation (other than a charitable
foundation) with respect to which Warren E. Buffett and Buffett Family Members
constitute a majority of the members of the board of directors and own more than
50% of each class of equity securities of such corporation, (ii) any partnership
or limited liability company with respect to which Warren E. Buffett and Buffett
Family Members own more than 50% of the value of (A) both the general and the
limited partnership interests for a partnership or (B) all classes of membership
interests for a limited liability company, (iii) the estate of Warren E. Buffett
or any Buffett Family Member, (iv) any trust (other than a charitable trust)
with respect to which Warren E. Buffett and Buffett Family Members constitute a
majority of the trustees, and (v) any charitable trust or charitable foundation
established or primarily endowed by Warren E. Buffett (while living or upon or
after death) or by Buffett Family Members.

          "Business Day" means any day, other than a Saturday, a Sunday, or a
day on which banking institutions in the Borough of Manhattan, the City of New
York are authorized or required by law, regulation, or executive order to close.

          "Cash Settlement" means the settlement procedure set forth in Section
5.5(a).

          "Certificate" means a SQUARZ Certificate or a Stripped SQUARZ
Certificate.

          "Certificate Custodian" means the custodian with respect to any Global
Certificate appointed by the Depositary, or any successor Person thereto, and
shall initially be the SQUARZ Agent.

          "Change of Control" means the occurrence of any of the following:

             (i)     the consummation of any reorganization, consolidation or
     merger of the Company in which the Company is not the continuing or
     surviving entity or pursuant to which the Berkshire Common Stock is
     converted into cash, securities or other property, except for (i) a merger
     or consolidation of the Company in which the holders of Berkshire Common
     Stock immediately prior to such merger or consolidation hold the same
     proportionate ownership, directly or indirectly, of the common stock (or
     equivalent interests) of the surviving entity immediately after the merger
     or consolidation as they held of Berkshire Common Stock immediately prior
     to such merger or consolidation and (ii) a merger or consolidation after
     which Warren E. Buffett, Buffett Family Members and Buffett Entities
     individually or collectively have beneficial ownership (for purposes of
     this definition, as defined in Rule 13d-3 under the Exchange Act or any
     successor provision) of at least 5% of the total voting power entitled to
     vote generally in the election of directors (or persons serving
     substantially the function of directors) and at least twice the amount of
     such total voting power as is represented by the beneficial ownership of
     any other person or "group" (within the meaning of Sections 13(d)(3) or
     14(d)(2) of the Exchange Act or any successor provision thereto);

                                      - 4 -



             (ii)    all or substantially all of the assets of the Company are
     transferred or sold as an entirety to any Person or related group of
     Persons except for, individually or collectively, Warren E. Buffett,
     Buffett Family Members, or any Buffett Entities;

             (iii)   any Person or related group of Persons shall be, directly
     or indirectly, the beneficial owner of a greater percentage of the total
     voting power entitled to vote generally in the election of the Company's
     Board of Directors than Warren E. Buffett, Buffett Family Members and
     Buffett Entities, collectively; or

             (iv)    Warren E. Buffett, Buffett Family Members and Buffett
     Entities, collectively, cease to have beneficial ownership, directly or
     indirectly, of at least 5% of such total voting power;

provided, however, that, notwithstanding the foregoing, a Change in Control will
not be deemed to have occurred by virtue of the Company, any subsidiary of the
Company, any employee stock ownership plan or any other employee benefit plan of
or administered by the Company or any of the Company's subsidiaries, or any
Person holding shares of Berkshire Class A Common Stock or Berkshire Class B
Common Stock or other voting securities for or pursuant to the terms of any such
employee benefit plan, filing or becoming obligated to file a report under or in
response to Schedule 13D or Schedule TO (or any successor schedule, form or
report) under the Exchange Act disclosing beneficial ownership by it of shares
of Berkshire Class A Common Stock or Berkshire Class B Common Stock or other
voting securities, even if such beneficial ownership represents total voting
power in excess of that held by Warren E. Buffett, Buffett Family Members and
Buffett Entities.

          "Class A Exchange Ratio" means 0.1116, subject to adjustment pursuant
to Section 5.8.

          "Class A Note" has the meaning specified in the Indenture.

          "Class A Stub" has the meaning specified in Section 5.2(b).

          "Class B Exchange Ratio" means 3.3480, subject to adjustment pursuant
to Section 5.8.

          "Class B Note" has the meaning specified in the Indenture.

          "Class B Stub" has the meaning specified in Section 5.2(b).

          "Class C Note" has the meaning specified in the Indenture.

          "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as Depositary
for the Units and in whose name, or in the name of a nominee of that
organization, shall be registered a Global Certificate and which shall undertake
to effect book-entry transfers and pledges of the Units.

                                      - 5 -



          "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Depositary
effects book-entry transfers and pledges of securities deposited with the
Depositary.

          "Closing Price" means

             (i)     with respect to Berkshire Common Stock, on any date of
determination, the closing sale price per share (or, if no closing price is
reported, the last reported sale price per share) of shares of the applicable
class of Berkshire Common Stock on the NYSE on such date or, if shares of such
class of Berkshire Common Stock are not listed for trading on the NYSE on such
date, as reported in the composite transactions for the principal United States
securities exchange on which shares of the applicable class of Berkshire Common
Stock are so listed, or if shares of the applicable class of Berkshire Common
Stock are not so listed on a United States national or regional securities
exchange, as reported by The Nasdaq Stock Market, or, if shares of the
applicable class of Berkshire Common Stock are not so reported, the last quoted
bid price for shares of the applicable class of Berkshire Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of shares
of the applicable class of Berkshire Common Stock on such date as determined by
a nationally recognized independent investment banking firm retained for this
purpose by the Company, and

             (ii)    with respect to Subsidiary Common Stock, on any applicable
date of determination, the closing sale price per share (or, if no closing price
is reported, the last reported sale price per share) of shares of the applicable
class of common stock of the applicable Subsidiary on the NYSE on such date or,
if shares of such class of such Subsidiary's common stock are not listed for
trading on the NYSE on such date, as reported in the composite transactions for
the principal United States securities exchange on which shares of the
applicable class of such Subsidiary's common stock are so listed, or if shares
of the applicable class of such Subsidiary's common stock are not so listed on a
United States national or regional securities exchange, as reported by The
Nasdaq Stock Market, or, if shares of the applicable class of such Subsidiary's
common stock are not so reported, the last quoted bid price for shares of the
applicable class of such Subsidiary's common stock in the over-the-counter
market as reported by the National Quotation Bureau or similar organization, or,
if such bid price is not available, the market value of shares of the applicable
class of such Subsidiary's common stock on such date as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company.

          "Collateral" has the meaning specified in the Pledge Agreement.

          "Collateral Agent" means The Bank of New York, a New York banking
corporation, as Collateral Agent under the Pledge Agreement until a successor
Collateral Agent shall have become such pursuant to the applicable provisions of
the Pledge Agreement, and thereafter "Collateral Agent" shall mean the Person
who is then the Collateral Agent thereunder.

          "Collateral Substitution" means each of (a) a Pledge by a Holder of a
SQUARZ of Substitute Pledged Treasuries to the Collateral Agent in exchange for
the release to such Holder by the Collateral Agent of a Pledged Note from the
Pledge thereof pursuant to Section 3.2(c) and

                                      - 6 -



(b) a Pledge by a Holder of a Stripped SQUARZ of a Note to the Collateral Agent
in exchange for the release to such Holder by the Collateral Agent of Substitute
Pledged Treasuries from the Pledge thereof pursuant to Section 3.3(c).

          "Company" means Berkshire Hathaway Inc., or any successor thereto
pursuant to the applicable provision of this Agreement, and thereafter "Company"
shall mean such successor.

          "Company Order" or "Company Request" means a written order or request
signed in the name of the Company by the Chairman, the Vice-Chairman, the Chief
Executive Officer, the Chief Financial Officer, the President, any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary (or other officer performing similar functions) of the
Company and delivered to the SQUARZ Agent.

          "Constituent Person" has the meaning specified in Section 5.8(b).

          "Corporate Trust Office" means the office of the SQUARZ Agent located
at 101 Barclay Street, New York, New York 10286, or any successor office
established by the SQUARZ Agent from time to time, upon notice of such change to
the Company.

          "Current Market Price" means, with respect to any class of Berkshire
Common Stock, on any day the arithmetic mean of the Closing Prices for 5
consecutive Trading Days selected by the Company commencing not more than 10
Trading Days before, and ending not later than, the day preceding the date of
determination.

          "Current Subsidiary Market Price" means, with respect to any class of
Subsidiary Common Stock, on any day the arithmetic mean of the Closing Prices
for 5 consecutive Trading Days of Subsidiary Common Stock selected by the
Company commencing not more than 10 Trading Days of Subsidiary Common Stock
before, and ending not later than, the day preceding the date of determination.

          "Depositary" means, initially, DTC, until another Clearing Agency
becomes its successor.

          "DTC" means The Depository Trust Company.

          "Excess Tender and Cash Amount" has the meaning specified in Section
5.8(a)(v).

          "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

          "Exchange Ratio" means each of the Class A Exchange Ratio and the
Class B Exchange Ratio.

          "Expiration Time for Tenders" has the meaning specified in Section
5.8(a)(vi).

          "Failed Remarketing" has the meaning specified in Section 6.2(d).

                                      - 7 -



          "Global Certificate" means a Certificate that evidences all or part of
the Units and is registered in the name of the Depositary or a nominee thereof,
which shall bear appropriate legends, as specified in Section 2.3 and Section
2.16.

          "Global Note" has the meaning specified in the Indenture.

          "Holder" means the Person in whose name a Unit is registered in the
SQUARZ Register or the Stripped SQUARZ Register, as applicable.

          "Indenture" means the Indenture, dated as of May 28, 2002, made by the
Company to The Bank of New York, as trustee, as supplemented by the Officer's
Certificate, dated as of May 28, 2002, establishing the terms, provisions and
conditions of the Notes.

          "Indenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture until a successor trustee shall have
become such pursuant to the applicable provisions of the Indenture, and
thereafter "Indenture Trustee" shall mean the Person who is then the trustee
thereunder.

          "Initial Pledged Treasuries Interest" means, with regard to any Unit,
an undivided pro rata beneficial ownership interest of the Holder thereof in all
of the unmatured Initial Pledged Treasuries as of any date of determination.

          "Initial Pledged Treasuries" means, with respect to a Unit, that
number of each of the zero-coupon U.S. Treasury securities listed below that
will entitle the holder thereof to receive in respect of the maturity thereof on
each subsequent Underlying Warrant Installment Payment Date a payment equal to
$37.50 (which equals the Underlying Warrant Installment Payment due on an
Underlying Warrant Installment Payment Date (i.e. $187.50, or 1.875% of the
Underlying Warrant Payment Exercise Price) minus the amount of interest payment
due on a Pledged Note on such Underlying Warrant Installment Payment Date (i.e.
$150.00, or 1.5% of the Underlying Warrant Exercise Price)), which Treasury
securities are Pledged to the Collateral Agent pursuant to the Pledge Agreement:

          (i)    the U.S. treasury strips identified by reference to CUSIP
                 number 912833FR6, maturing November 15, 2002;

          (ii)   the U.S. treasury strips identified by reference to CUSIP
                 number 912833FS4, maturing May 15, 2003;

          (iii)  the U.S. treasury strips identified by reference to CUSIP
                 number 912820DJ3, maturing November 15, 2003;

          (iv)   the U.S. treasury strips identified by reference to CUSIP
                 number 912820BJ5, maturing May 15, 2004;

          (v)    the U.S. treasury strips identified by reference to CUSIP
                 number 912803AB9, maturing November 15, 2004;

          (vi)   the U.S. treasury strips identified by reference to CUSIP
                 number 912803AD5, maturing May 15, 2005;

                                      - 8 -



          (vii)  the U.S. treasury strips identified by reference to CUSIP
                 number 912833FX3, maturing November 15, 2005;

          (viii) the U.S. treasury strips identified by reference to CUSIP
                 number 912820BS5, maturing May 15, 2006;

          (ix)   the U.S. treasury strips identified by reference to CUSIP
                 number 912833FZ8, maturing November 15, 2006; and

          (x)    the U.S. treasury strips identified by reference to CUSIP
                 number 912820BX4, maturing May 15, 2007.

          "Initial Purchaser" means Goldman, Sachs & Co.

          "Maturity Date Remarketing" shall mean a Remarketing being undertaken
in the expectation of the occurrence of the Underlying Warrant Maturity Date.

          "Net Share Settlement" means the settlement procedure set forth in
Section 5.5(b).

          "Non-electing Share" has the meaning set forth in Section 5.8(b).

          "Notes" mean the Company's 3.0% Senior Notes due 2007 issued under the
Indenture.

          "NYSE" means the New York Stock Exchange, or any successor exchange.

          "Officer's Certificate" means a certificate signed by the Chairman,
the Vice Chairman, the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice-President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary (or other officer performing functions
similar to any of the foregoing) of the Company and delivered to the SQUARZ
Agent.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company or an Affiliate of
the Company and who (if other than the general counsel of the Company) shall be
reasonably acceptable to the SQUARZ Agent.

          "Outstanding Units" means, as of the date of determination, all SQUARZ
or Stripped SQUARZ evidenced by Certificates theretofore authenticated, executed
and delivered under this Agreement, except:

                 (i)   if a Required Acceleration Event has occurred, Units for
          which the Collateral is released from the Pledge by the Collateral
          Agent and deposited with the SQUARZ Agent in trust for the former
          Holders of such Units;

                 (ii)  SQUARZ and Stripped SQUARZ evidenced by Certificates
          theretofore cancelled by the SQUARZ Agent or delivered to the SQUARZ
          Agent for cancellation or deemed cancelled pursuant to the provisions
          of this Agreement; and

                 (iii) SQUARZ and Stripped SQUARZ evidenced by Certificates in
          exchange for or in lieu of which other Certificates have been
          authenticated,

                                      - 9 -



          executed on behalf of the applicable Holder and delivered pursuant to
          this Agreement, other than any such Certificate in respect of which
          there shall have been presented to the SQUARZ Agent proof satisfactory
          to it that such Certificate is held by a bona fide purchaser in whose
          hands the SQUARZ or Stripped SQUARZ evidenced by such Certificate are
          valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
number of the Units have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Units owned by the Company or any Affiliate
of the Company shall be disregarded and deemed not to be outstanding, except
that, in determining whether the SQUARZ Agent shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only SQUARZ or Stripped SQUARZ that a Responsible Officer of the SQUARZ Agent
actually knows to be so owned shall be so disregarded. SQUARZ or Stripped SQUARZ
so owned which have been pledged in good faith may be regarded as Outstanding
Units if the pledgee establishes to the satisfaction of the SQUARZ Agent the
pledgee's right so to act with respect to such SQUARZ or Stripped SQUARZ and
that such pledgee is not the Company or any Affiliate of the Company.

          "Participating Notes" has the meaning specified in Section 6.2(c).

          "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "Pledge" means (i) as a noun, with respect to any assets, the
existence of a security interest in such assets (and any proceeds of any of the
foregoing) in favor of the Company, which security interest has been created
pursuant to the Pledge Agreement, and (ii) as a verb, to cause such a security
interest pursuant to the Pledge Agreement to be created over a particular asset.

          "Pledge Agreement" means the Pledge Agreement, dated as of May 28,
2002 and amended and restated as of August 13, 2002, by and among the Company,
the Collateral Agent, the SQUARZ Agent, on its own behalf and as
attorney-in-fact for the Holders from time to time of the Units, and the other
parties thereto, as amended or supplemented from time to time.

          "Pledged Note" means a Note that, as of any given time of
determination, is subject to the Pledge.

          "Private Placement Legend" has the meaning assigned to it in Section
2.16(c).

          "Purchase Agreement" means the Purchase Agreement relating to the
SQUARZ dated May 22, 2002, between the Company and the Initial Purchaser.

          "Purchased Shares" has the meaning set forth in Section 5.8(a)(vi).

          "Put" has the meaning set forth in the Indenture.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

                                     - 10 -



          "Record Date Expiration Time" has the meaning specified in Section
1.4(f).

          "Register" means the SQUARZ Register and the Stripped SQUARZ Register,
as applicable.

          "Registrar" means the SQUARZ Registrar and the Stripped SQUARZ
Registrar, as applicable.

          "Registration Statement" means an effective shelf registration
statement filed by the Company under the Securities Act pursuant to the
Registration Rights Agreement, dated May 28, 2002, between the Company and the
Initial Purchaser.

          "Remarketing" has the meaning specified in Section 6.1.

          "Remarketing Agent" has the meaning specified in Section 6.1.

          "Remarketing Agreement" means a remarketing agreement to be entered
into by and among the Company, the Remarketing Agent and the SQUARZ Agent.

          "Remarketing Date" means (a) in the event of an Acceleration Event
Remarketing, the third Business Day preceding the Underlying Warrant Early
Expiration Date or (b) in the event of a Maturity Date Remarketing, May 10,
2007.

          "Remarketing Election Form" means an election form substantially in
the form of Exhibit F hereto (or in any other form that may be agreed to between
the Company and the SQUARZ Agent).

          "Remarketing Event" means the earlier to occur of a Required
Acceleration Event and April 1, 2007.

          "Repurchase Price" has the meaning specified in the Indenture.

          "Reorganization Event" has the meaning specified in Section 5.8(b).

          "Requisite Amount" means, with respect to Substitute Pledged
Treasuries, the amount described in the definition thereof in this Section 1.1.

          "Required Acceleration Event" means the occurrence of either of the
following events prior to October 15, 2006:

             (i)     the market value (as defined below) of a SQUARZ is less
     than 95% of its underlying value (as defined below) on each of the ten
     consecutive Trading Days beginning on the first Trading Day following
     receipt by the Company of written notice from a Holder requesting that the
     Company make a determination of the market value and underlying value of a
     SQUARZ; or

             (ii)    a Change of Control.

                                     - 11 -



For purposes of this definition, the "market value" of a SQUARZ, on any date of
determination, means the average of the secondary market bid quotations per
SQUARZ obtained by the SQUARZ Agent for a lot of 1,000 SQUARZ at approximately
3:30 p.m., New York City time, on such determination date from three independent
nationally recognized securities dealers selected by the Company; provided that
if at least three such bids cannot reasonably be obtained by the SQUARZ Agent,
but two such bids are obtained, then the average of the two bids shall be used;
and provided, further, if only one such bid can reasonably be obtained by the
SQUARZ Agent, such single bid shall be used. If the SQUARZ Agent cannot
reasonably obtain at least one bid for a lot of 1,000 SQUARZ from a nationally
recognized securities dealer or, in the Company's reasonable judgment, the bid
quotations are not indicative of the secondary market value of the SQUARZ, then
the market value of a SQUARZ will be deemed to equal its underlying value (as
defined below). If, however, at any time the number of Outstanding Stripped
SQUARZ exceeds the number of Outstanding SQUARZ, the market value of a SQUARZ
will be deemed to be equal to the sum of the market value of a Stripped SQUARZ
plus the market value of a Class A Note, each obtained by applying the
procedures above, minus the market value of a Substitute Pledged Treasuries
Interest (calculated without taking into account the Pledge thereof pursuant to
the Pledge Agreement). The "underlying value" of a SQUARZ is the lower of (i)
the product of the number of shares (including fractional interests) of
Berkshire Class A Common Stock issuable upon exercise of the Underlying Warrant
comprising a part of such SQUARZ (assuming such Underlying Warrant was exercised
solely for shares of Berkshire Class A Common Stock) times the Closing Price of
Berkshire Class A Common Stock on the date of determination, and (ii) the
product of the number of shares (including fractional interests) of Berkshire
Class B Common Stock issuable upon exercise of the Underlying Warrant comprising
part of such SQUARZ (assuming such Underlying Warrant was exercised solely for
shares of Berkshire Class B Common Stock) times the Closing Price of Berkshire
Class B Common Stock on the date of determination.

          "Resale Restriction Termination Date" means, for any Restricted
Certificate (or beneficial interest therein), two years (or such other period
specified in Rule 144(k)) from the date of issuance.

          "Reset Announcement Date" means the fourth Business Day immediately
preceding the Remarketing Date.

          "Reset Rate" means, upon the occurrence of a Successful Remarketing,
the interest rate per annum to be paid by the Company on the Notes from and
including the Remarketing Date until the maturity thereof, which rate shall be
the sum of the Reset Spread and the Applicable Benchmark Treasury Yield in
effect on the Remarketing Date.

          "Reset Spread" is the amount determined by the Remarketing Agent on
the Reset Announcement Date as the amount that, when added to the Applicable
Benchmark Treasury Yield would cause the Notes (for purposes of this
calculation, the Notes shall be the Class A Notes) to have a market value on the
Remarketing Date of 100.125% of their principal amount, plus any accrued and
unpaid interest.

          "Responsible Officer" means, when used with respect to the SQUARZ
Agent, any officer within the corporate trust department of the SQUARZ Agent (or
any successor of the

                                     - 12 -



SQUARZ Agent), including any vice president, any assistant vice president, any
assistant secretary, any assistant treasurer, any trust officer or any other
officer of the SQUARZ Agent who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such Person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Agreement.

          "Restricted Certificate" means any Certificate (or beneficial interest
therein) until such time as:

          (i)   such Certificate (or beneficial interest therein) has been
                transferred pursuant to a Registration Statement;

          (ii)  the Resale Restriction Termination Date therefor has passed; or

          (iii) the Private Placement Legend therefor has otherwise been removed
                pursuant to Section 2.17(b) or, in the case of a beneficial
                interest in a Global Certificate, such beneficial interest has
                been exchanged for an interest in a Global Certificate not
                bearing a Private Placement Legend.

          "Restricted Unit" means any Unit (or beneficial interest therein)
until such time as:

          (i)   such Unit (or beneficial interest therein) has been transferred
                pursuant to a Registration Statement;

          (ii)  the Resale Restriction Termination Date therefor has passed; or

          (iii) the Private Placement Legend therefor has otherwise been removed
                pursuant to Section 2.17(b) or, in the case of a beneficial
                interest in a Global Certificate, such beneficial interest has
                been exchanged for an interest in a Global Certificate not
                bearing a Private Placement Legend.

          "Rule 144" means Rule 144 under the Securities Act (or any successor
rule).

          "Rule 144A" means Rule 144A under the Securities Act (or any successor
rule).

          "Scheduled Repurchase Date" has the meaning specified in the
Indenture.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Separate Note" means a Note that is not subject to the Pledge.

          "SQUARZ" means the security issued pursuant to this Agreement (i)
evidencing the ownership of the holder thereof in (a) a Pledged Note in the
principal amount of $10,000, (b) an Underlying Warrant with an exercise price of
$10,000, and (c) an Initial Pledged Treasuries Interest, and (ii) evidencing
certain obligations of the Holder thereof (including the obligation to make
Underlying Warrant Installment Payments).

                                     - 13 -



          "SQUARZ Agent" means the Person named as the "SQUARZ Agent" in the
first paragraph of this Agreement until a successor SQUARZ Agent shall have
become such pursuant to the applicable provisions of this Agreement, and
thereafter "SQUARZ Agent" shall mean such Person.

          "SQUARZ Certificate" means a certificate evidencing the rights and
obligations of a Holder in respect to the number of SQUARZ specified on such
certificate, substantially in the form of Exhibit A hereto.

          "SQUARZ Register" and "SQUARZ Registrar" have the respective meanings
specified in Section 2.7(a)(i).

          "Stripped SQUARZ" means the security issued pursuant to this Agreement
evidencing the ownership of the holder thereof in (a) a Substitute Pledged
Treasuries Interest; (b) an Underlying Warrant with an exercise price of
$10,000, and (c) an Initial Pledged Treasuries Interest.

          "Stripped SQUARZ Certificate" means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Stripped SQUARZ
specified on such certificate, substantially in the form of Exhibit B hereto.

          "Stripped SQUARZ Register" and "Stripped SQUARZ Registrar" have the
respective meanings specified in Section 2.7(a)(ii).

          "Subsidiary" means a corporation of which the Company, directly or
indirectly, owns a majority of the common stock.

          "Subsidiary Common Stock" means the common stock of a Subsidiary.

          "Substitute Pledged Treasuries Interest" means, with regard to a
Stripped SQUARZ, an undivided pro rata beneficial ownership interest of the
Holder thereof in all of the unmatured Substitute Pledged Treasuries as of any
date of determination.

          "Substitute Pledged Treasuries" means, with regard to the creation of
a Stripped SQUARZ pursuant to Section 3.2, that number of each of the
zero-coupon U.S. Treasury securities listed below (excluding any that mature
before the date on which such U.S. Treasury securities are Pledged to the
Collateral Agent as substitution for a Pledged Note) that will entitle the
holder thereof to receive in respect of the maturity thereof on each subsequent
Underlying Warrant Installment Payment Date an amount equal to $150.00 (which
equals (A) the Underlying Warrant Installment Payment due on an Underlying
Warrant Installment Payment Date (i.e., $187.50, or 1.875% of the Underlying
Warrant Exercise Price) minus (B) the amount to be received on the same
Underlying Warrant Installment Payment Date in respect of an Initial Pledged
Treasuries Interest (i.e., $37.50, or 0.375% of the Underlying Warrant Exercise
Price) for a difference of $150.00, or 1.5% of the Underlying Warrant Exercise
Price):

          (i)    the U.S. treasury strips identified by reference to CUSIP
                 number 912833FR6, maturing November 15, 2002;

                                     - 14 -



          (ii)   the U.S. treasury strips identified by reference to CUSIP
                 number 912833FS4, maturing May 15, 2003;

          (iii)  the U.S. treasury strips identified by reference to CUSIP
                 number 912820DJ3, maturing November 15, 2003;

          (iv)   the U.S. treasury strips identified by reference to CUSIP
                 number 912820BJ5, maturing May 15, 2004;

          (v)    the U.S. treasury strips identified by reference to CUSIP
                 number 912803AB9, maturing November 15, 2004;

          (vi)   the U.S. treasury strips identified by reference to CUSIP
                 number 912803AD5, maturing May 15, 2005;

          (vii)  the U.S. treasury strips identified by reference to CUSIP
                 number 912833FX3, maturing November 15, 2005;

          (viii) the U.S. treasury strips identified by reference to CUSIP
                 number 912820BS5, maturing May 15, 2006;

          (ix)   the U.S. treasury strips identified by reference to CUSIP
                 number 912833FZ8, maturing November 15, 2006; and

          (x)    the U.S. treasury strips identified by reference to CUSIP
                 number 912820BX4, maturing May 15, 2007.

With regard to the re-creation of a SQUARZ pursuant to Section 3.3, "Substitute
Pledged Treasuries" means the Substitute Pledged Treasuries that were Pledged
with respect to the Stripped SQUARZ being re-created as a SQUARZ, but shall not
include any Substitute Pledged Treasuries listed above, or any proceeds thereof,
that have matured prior to the date on which the re-creation of such SQUARZ is
effective.

          "Successful Remarketing" means, on the Remarketing Date, the
Remarketing Agent is able to sell all of the Notes being Remarketed at a price
equal to at least 100% of the principal amount of the Notes being remarketed,
plus accrued and unpaid interest at the Reset Rate.

          "Tender and Cash Amount" has the meaning specified in Section
5.8(a)(vi).

          "TIA" means the Trust Indenture Act of 1939, as amended.

          "Trading Day" means a day on which shares of the applicable class or
classes of Berkshire Common Stock (i) are not suspended from trading on any
national or regional securities exchange or association or over-the-counter
market at the close of business on such day and (ii) have traded at least once
on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of shares of
such applicable class or classes of Berkshire Common Stock.

          "Trading Day of Subsidiary Common Stock" means a day on which shares
of an applicable class or classes of the common stock of a particular Subsidiary
(i) are not suspended from trading on any national or regional securities
exchange or association or over-the-counter market at the close of business on
such day and (ii) have traded at least once on the national or

                                     - 15 -



regional securities exchange or association or over-the-counter market that is
the primary market for the trading of shares of the applicable class or classes
of such Subsidiary's common stock.

          "Transfer" has the meaning specified in the Pledge Agreement.

          "Transaction Documents" has the meaning specified in Section 7.1(a).

          "Underlying Warrant" has the meaning specified in Section 5.2(a).

          "Underlying Warrant Cancellation" means a cancellation of the
Underlying Warrant comprising a portion of a Unit pursuant to Section 5.13.

          "Underlying Warrant Cancellation Date" means, with respect to any
Unit, the effective date of the Underlying Warrant Cancellation.

          "Underlying Warrant Early Expiration Date" has the meaning specified
in Section 5.12.

          "Underlying Warrant Exercise Price" means, with respect to a single
Underlying Warrant, $10,000.

          "Underlying Warrant Installment Payment Date" means, for any Unit,
each May 15 and November 15, beginning on November 15, 2002, and ending on (and
including) the Underlying Warrant Maturity Date.

          "Underlying Warrant Installment Payments" means, for any Unit,
semi-annual installment payments, paid in arrears, of 3.75% per annum of the
Underlying Warrant Exercise Price (i.e., $187.50 on each Warrant Installation
Payment Date for each Underlying Warrant with an Underlying Warrant Exercise
Price of $10,000).

          "Underlying Warrant Maturity Date" means May 15, 2007.

          "Underlying Warrant Termination Date" means the earliest to occur of
(i) the Underlying Warrant Cancellation Date, (ii) the Underlying Warrant Early
Expiration Date, and (iii) the Underlying Warrant Maturity Date.

          "Unit" means a SQUARZ or a Stripped SQUARZ.

          "Vice-President" means any vice-president, whether or not designated
by a number or a word or words added before or after the title "vice-president."

     Section 1.2     COMPLIANCE CERTIFICATES AND OPINIONS.

             (a)     Except for actions to be taken by the SQUARZ Agent that are
described in this Agreement and except as otherwise expressly provided by this
Agreement, upon any application or request by the Company to the SQUARZ Agent to
take any action under any provision of this Agreement, the Company shall, if
requested by the SQUARZ Agent, furnish to the SQUARZ Agent an Officer's
Certificate stating that all conditions precedent, if any,

                                     - 16 -



provided for in this Agreement relating to the proposed action have been
complied with in all material respects and, if requested by the SQUARZ Agent, an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with in all material respects,
except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Agreement relating to such particular application or request, no additional
certificate or opinion need be furnished; provided, however, that no such
Officer's Certificate or Opinion of Counsel described above will be required for
an initial issuance of SQUARZ on the date of this Agreement (or any additional
SQUARZ subsequently issued pursuant to an underwriter's over allotment or
similar arrangement).

             (b)     Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Agreement shall include:

                     (i)    a statement that the individual signing such
          certificate or opinion has read such covenant or condition and the
          definitions herein relating thereto;

                     (ii)   a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

                     (iii)  a statement that, in the opinion of such individual,
          he or she has made such examination or investigation as is necessary
          to enable such individual to express an informed opinion as to whether
          or not such covenant or condition has been complied with; and

                     (iv)   a statement as to whether, in the opinion of such
               individual, such condition or covenant has been complied with.

     Section 1.3     FORM OF DOCUMENTS DELIVERED TO SQUARZ AGENT.

             (a)     In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document or instrument, but one such Person may make a certification or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents or instruments.

             (b)     Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company unless such counsel knows, or in the exercise of reasonable care

                                     - 17 -



should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

             (c)     Where any Person is required to make, give or execute two
or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Agreement, they may, but need not, be consolidated
and form one instrument.

     Section 1.4     ACTS OF HOLDERS; RECORD DATES.

             (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing (which shall include the appointment of the SQUARZ Agent as
agent for the Holders pursuant to Section 5.1) and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the SQUARZ Agent and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and (subject to Section 7.1)
conclusive in favor of the SQUARZ Agent and the Company, if made in the manner
provided in this Section 1.4.

             (b)     The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the SQUARZ Agent deems sufficient.

             (c)     The ownership of Units shall be proved by the SQUARZ
Register or the Stripped SQUARZ Register, as the case may be.

             (d)     Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Unit shall bind every future
Holder of the same Unit and the Holder of every Unit issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the SQUARZ Agent or
the Company in reliance thereon, whether or not notation of such action is made
upon any Certificate evidencing such Unit.

             (e)     The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Units entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Agreement to be given, made or
taken by Holders of Outstanding Units. If any record

                                     - 18 -



date is set pursuant to this Section 1.4(e), the Holders of the Outstanding
Units on such record date, and no other Holders, shall be entitled to take the
relevant action with respect to the Units whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Record Date Expiration Time
(as defined in Section 1.4(f)) by Holders of the requisite number of Outstanding
Units on such record date. Nothing in this Section 1.4(e) shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this Section 1.4(e) (whereupon
the record date previously set shall automatically and with no action by any
Person be cancelled and of no effect), and nothing in this Section 1.4(e) shall
be construed to render ineffective any action taken by Holders of the requisite
number of Outstanding Units on the date such action is taken. Promptly after any
record date is set pursuant to this Section 1.4(e), the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Record Date Expiration Time to be given to the SQUARZ Agent
in writing and to each Holder in the manner set forth in Section 1.6.

             (f)     With respect to any record date set pursuant to this
Section 1.4, the Company may designate any date as the "Record Date Expiration
Time" and from time to time may change the Record Date Expiration Time to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Record Date Expiration Time is given to the SQUARZ
Agent in writing, and to each Holder of Units in the manner set forth in Section
1.6, on or prior to the existing Record Date Expiration Time. If a Record Date
Expiration Time is not designated with respect to any record date set pursuant
to this Section 1.4, the Company shall be deemed to have initially designated
the 180th day after such record date as the Record Date Expiration Time with
respect thereto, subject to its right to change the Record Date Expiration Time
as provided in this Section 1.4(f). Notwithstanding the foregoing, no Record
Date Expiration Time shall be later than the 180th day after the applicable
record date.

     Section 1.5     Notices. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by this Agreement to be made upon, given or furnished to, or filed
with:

                     (i)    the SQUARZ Agent by any Holder or by the Company
     shall be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if made, given, furnished or filed in writing and
     personally delivered, mailed, first-class postage prepaid, telecopied or
     delivered by overnight air courier guaranteeing next day delivery, to the
     SQUARZ Agent at its Corporate Trust Office, Attention: Corporate Trust
     Administration, telecopy: (212) 815-5704, or at any other address furnished
     in writing by the SQUARZ Agent to the Holders and the Company; or

                     (ii)   the Company by the SQUARZ Agent or by any Holder
     shall be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if made, given, furnished or filed in writing and
     personally delivered, mailed, first-class postage prepaid, telecopied or
     delivered by overnight air courier guaranteeing next day delivery, to the
     Company at Berkshire Hathaway Inc., 1440 Kiewit Plaza, Omaha, Nebraska
     68131, telecopy: (402) 346-3375, Attention: Chief Financial Officer, or at
     any other address furnished in writing to the SQUARZ Agent by the Company;
     or

                                     - 19 -



                     (iii)  the Collateral Agent by the SQUARZ Agent, the
     Company or any Holder shall be sufficient for every purpose hereunder
     (unless otherwise herein expressly provided) if made, given, furnished or
     filed in writing and personally delivered, mailed, first-class postage
     prepaid, telecopied or delivered by overnight air courier guaranteeing next
     day delivery, addressed to the Collateral Agent at its Corporate Trust
     Office, Attention: Corporate Trust Administration, telecopy: (212)
     815-5704, or at any other address furnished in writing by the Collateral
     Agent to the SQUARZ Agent, the Company and the Holders; or

                     (iv)   the Indenture Trustee by the Company shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if made, given, furnished or filed in writing and personally
     delivered, mailed, first-class postage prepaid, telecopied or delivered by
     overnight air courier guaranteeing next day delivery, addressed to the
     Indenture Trustee at its Corporate Trust Office, Attention: Corporate Trust
     Administration, telecopy: (212) 815-5704, or at any other address furnished
     in writing by the Indenture Trustee to the Company.

     Section 1.6     NOTICE TO HOLDERS; WAIVER.

             (a)     Where this Agreement provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at its address as it appears in the
applicable Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. In case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification as shall be
made by or with the approval of the SQUARZ Agent shall constitute a sufficient
notification for every purpose hereunder.

             (b)     Where this Agreement provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
SQUARZ Agent, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

     Section 1.7     Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.8     Successors and Assigns. All covenants and agreements in
this Agreement by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.9     Separability Clause. In case any provision in this
Agreement or in the securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof and
thereof shall not in any way be affected or impaired thereby.

                                     - 20 -



     Section 1.10    Benefits of Agreement. Nothing in this Agreement or in the
Units, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and, to the extent provided hereby, the
Holders, any benefits or any legal or equitable right, remedy or claim under
this Agreement. The Holders from time to time (and a Holder's appropriate
participants and all Beneficial Owners holding through such participants from
time to time) shall be beneficiaries of this Agreement and shall, by their
acceptance of the benefits of this Agreement, be bound by all of the
obligations, covenants, agreements, terms and conditions hereof and of the
Certificates evidencing Units by their acceptance of delivery of such Units
(whether or not certificated).

     Section 1.11    Governing Law. This Agreement, including the Units and
Underlying Warrants established hereby, shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
principles of conflicts of laws.

     Section 1.12    Waiver of Jury Trial. EACH OF THE COMPANY AND THE SQUARZ
AGENT, FOR ITSELF AND AS ATTORNEY-IN-FACT FOR ALL HOLDERS, HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE UNITS OR THE TRANSACTION CONTEMPLATED HEREBY.

     Section 1.13    Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times during normal business hours at the Corporate
Trust Office for inspection by any Holder.

                                    ARTICLE 2
                                CERTIFICATE FORMS

     Section 2.1     FORMS OF CERTIFICATES GENERALLY.

             (a)     The SQUARZ Certificates shall be in substantially the form
set forth in Exhibit A hereto (except as provided for in Section 2.6(h) and
Section 2.17(b)), and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or depositary
therefor or as may, consistent herewith, be determined by the officers executing
such SQUARZ Certificates, as evidenced by their execution thereof.

             (b)     The definitive SQUARZ Certificates may be printed,
lithographed or engraved or produced in any other manner, all as determined by
the officers executing such SQUARZ Certificates, as evidenced by their execution
of such SQUARZ Certificates.

             (c)     The Stripped SQUARZ Certificates shall be in substantially
the form set forth in Exhibit B hereto (except as provided for in Section
2.6(h)), and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with
the rules of any securities exchange or depositary therefor or as may,
consistent herewith, be determined by the officers executing such Stripped
SQUARZ Certificates, as evidenced by their execution thereof.

                                     - 21 -



             (d)     The definitive Stripped SQUARZ Certificates may be printed,
lithographed or engraved or produced in any other manner, all as determined by
the officers executing such Stripped SQUARZ Certificates, as evidenced by their
execution of such Stripped SQUARZ Certificates.

     Section 2.2     RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

             (a)     Each SQUARZ Certificate shall evidence the number of SQUARZ
specified thereon.

             (b)     Each Stripped SQUARZ Certificate shall evidence the number
of Stripped SQUARZ specified thereon.

     Section 2.3     Form of Legend for Global Securities. Every Global
Certificate authenticated, executed on behalf of the Holders and delivered
hereunder shall bear a legend in substantially the following form:

     "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SQUARZ
     AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE
     DEPOSITARY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN
     WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
     CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
     PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
     LIMITED CIRCUMSTANCES DESCRIBED IN THE SQUARZ AGREEMENT."

     Section 2.4     FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION.

             (a)     The form of the SQUARZ Agent's certificate of
authentication of the SQUARZ shall be in substantially the form set forth on the
form of the SQUARZ Certificates attached hereto as Exhibit A.

             (b)     The form of the SQUARZ Agent's certificate of
authentication of the Stripped SQUARZ shall be in substantially the form set
forth on the form of the Stripped SQUARZ Certificates attached hereto as Exhibit
B.

     Section 2.5     TITLE AND TERMS; DENOMINATIONS.

             (a)     The aggregate number of SQUARZ and Stripped SQUARZ, if any,
issued hereunder is limited to 50,000 (or, if less, the 40,000 SQUARZ purchased
by the Initial Purchaser on May 28, 2002 pursuant to the Purchase Agreement and
the additional SQUARZ purchased by the Initial Purchaser in exercise of the
over-allotment option in the Purchase Agreement).

             (b)     All SQUARZ Certificates shall be substantially identical to
each other except as to denomination and marks of identification. All Stripped
SQUARZ Certificates shall be substantially identical to each other except as to
denomination and marks of identification.

                                     - 22 -



             (c)     The Certificates shall be issuable only in registered form
and only in denominations of a single Unit and any integral multiple thereof.

     Section 2.6     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

             (a)     Certificates shall be executed on behalf of the Company by
its Chairman, its Vice-Chairman, its President or one of its Vice-Presidents,
and attested to by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on Certificates may be manual or facsimile.

             (b)     Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding the fact that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates.

             (c)     Subject to the provisions of Sections 3.2 and 3.3, at any
time and from time to time after the execution and delivery of this Agreement,
the Company may deliver Certificates executed by the Company to the SQUARZ Agent
for authentication, execution on behalf of the Holders, and delivery, together
with a Company Order for authentication of such Certificates, and the SQUARZ
Agent in accordance with such Company Order shall authenticate, execute on
behalf of the Holders and deliver such Certificates.

             (d)     The SQUARZ Agent shall not be required to authenticate any
Certificates if the issue of Units pursuant to this Agreement will affect the
SQUARZ Agent's own rights, duties or immunities under the Units and this
Agreement or otherwise in a manner which is not reasonably acceptable to the
SQUARZ Agent.

             (e)     Each Certificate shall be dated as of the date of its
authentication.

             (f)     No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on such
Certificate (i) a certificate of authentication substantially in the form
provided by Section 2.4 executed by an authorized signatory of the SQUARZ Agent
by manual signature, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder, and (ii) the manual signature of an
authorized signatory of the SQUARZ Agent, as the applicable Holder's agent and
attorney-in-fact, and such signature by an authorized signatory of the SQUARZ
Agent shall be conclusive evidence that the Holder (and its appropriate
participants and all Beneficial Owners holding through such participants from
time to time) of such Certificate has accepted the obligations under the
Underlying Warrant (including, without limitation, the obligation to make
Underlying Warrant Installment Payments) evidenced by such Certificate.
Notwithstanding the foregoing, if any Certificate shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Certificate to the SQUARZ Agent for cancellation as
provided in Section 2.14, for all purposes of this Agreement such Certificate
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits, or subject to the obligations, of this
Agreement or the Units.

                                     - 23 -



             (g)     The SQUARZ Agent shall have the right to decline to
authenticate and deliver any Certificates under this Section 2.6 if the SQUARZ
Agent, being advised by counsel, determines that such action may not lawfully be
taken or if the SQUARZ Agent in good faith shall determine that such action
would expose the SQUARZ Agent to personal liability to existing Holders.

             (h)     The Certificates may have notations, legends or
endorsements as specified in Section 2.3, Section 2.16, or as otherwise required
by law, stock exchange rule or any rule or usage of the Depositary. The Company
and the SQUARZ Agent shall approve the form of the Certificates and any
notation, legend or endorsement on them. Each Certificate shall be dated the
date of its authentication.

             (i)     SQUARZ originally offered and sold to QIBs in reliance on
Rule 144A will be issued in the form of one or more permanent Global
Certificates.

     Section 2.7     REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

             (a)     The SQUARZ Agent shall keep at the Corporate Trust Office:

                     (i)    a register (the "SQUARZ Register") in which, subject
          to such reasonable regulations as it may prescribe, the SQUARZ Agent
          shall provide for the registration of SQUARZ and of transfers of
          SQUARZ (the SQUARZ Agent, in such capacity, the "SQUARZ Registrar"),
          and

                     (ii)   a register (the "Stripped SQUARZ Register") in
          which, subject to such reasonable regulations as it or the Company may
          prescribe, the SQUARZ Agent shall provide for the registration of the
          Stripped SQUARZ Certificates and transfers of Stripped SQUARZ
          Certificates (the SQUARZ Agent, in such capacity, the "Stripped SQUARZ
          Registrar").

             (b)     Upon surrender for registration of transfer of any
Certificate at the Corporate Trust Office, the Company shall execute and deliver
to the SQUARZ Agent, and the SQUARZ Agent shall authenticate, execute on behalf
of the designated transferee or transferees, and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of like tenor
and denominations, evidencing a like number of SQUARZ or Stripped SQUARZ, as
applicable.

             (c)     Following the issuance of definitive Certificates pursuant
to Section 2.11, at the option of the Holder, Certificates may be exchanged for
other Certificates of like tenor and denominations, evidencing a like number of
SQUARZ or Stripped SQUARZ, as applicable, upon surrender of the Certificates to
be exchanged at the Corporate Trust Office. Whenever any Certificates are so
surrendered for exchange, the Company shall execute and deliver to the SQUARZ
Agent, and the SQUARZ Agent shall authenticate, execute on behalf of the Holder,
and deliver the Certificates which the Holder making the exchange is entitled to
receive.

             (d)     Following the issuance of definitive Certificates pursuant
to Section 2.11, all Certificates issued upon any registration of transfer or
exchange of a Certificate shall evidence the ownership of the same number of
SQUARZ or Stripped SQUARZ, as applicable,

                                     - 24 -



and be entitled to the same benefits, and subject to the same obligations, under
this Agreement as the SQUARZ or Stripped SQUARZ, as applicable, evidenced by the
Certificate surrendered upon such registration of transfer or exchange.

             (e)     Every Certificate presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company or the SQUARZ
Agent) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the SQUARZ Agent, duly executed by the
Holder thereof or its attorney duly authorized in writing.

             (f)     No service charge shall be made for any registration of
transfer or exchange of a Certificate, but the Company may require payment from
the Holder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration of transfer or exchange
of Certificates, other than exchanges pursuant to Sections 2.8, 2.11, 2.12 or
8.5 not involving any transfer.

             (g)     Notwithstanding the foregoing, the Company shall not be
obligated to execute and deliver to the SQUARZ Agent, and the SQUARZ Agent shall
not be obligated to authenticate, execute on behalf of the Holder, or deliver
any Certificate presented or surrendered for registration of transfer or for
exchange on or after the earlier of the Underlying Warrant Maturity Date or the
Underlying Warrant Early Expiration Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section 2.7 and receipt of appropriate registration or transfer
instructions from such Holder, the SQUARZ Agent shall,

                     (i)    in the case of a SQUARZ, transfer the Note and, if
     any, the remaining Initial Pledged Treasuries Interest relating to such
     SQUARZ less any amounts required or expressly permitted hereunder to be
     withheld by this Agreement or the Pledge Agreement in payment of any
     Underlying Warrant Installment Payment due to the Company; or

                     (ii)   in the case of a Stripped SQUARZ, transfer the
     remaining Substitute Pledged Treasuries Interest and the remaining Initial
     Pledged Treasuries Interest relating to such Stripped SQUARZ, if any, less
     any amounts required or expressly permitted hereunder to be withheld by
     this Agreement or the Pledge Agreement in payment of any Underlying Warrant
     Installment Payment due to the Company,

in each case subject to the applicable conditions and in accordance with the
applicable provisions of Article 5.

     Section 2.8     Book-Entry Interests. The Certificates, on original
issuance, will be issued in the form of one or more fully registered Global
Certificates, to be delivered to the Depositary by, or on behalf of, the
Company. Such Global Certificates shall initially be registered on the books and
records of the Company in the name of Cede & Co., the nominee of the Depositary,
and no Beneficial Owner will receive a definitive Certificate representing such
Beneficial Owner's interest in such Global Certificate, except (i) as provided
in Section 2.11 and (ii) for the definitive Note issued to the Collateral Agent
for the benefit of the Holders of SQUARZ. The SQUARZ Agent shall enter into an
agreement with the Depositary if so

                                     - 25 -



requested by the Company. Unless and until definitive, fully registered
Certificates have been issued to Beneficial Owners pursuant to Section 2.11:

             (a)     the provisions of this Section 2.8 shall be in full force
and effect;

             (b)     the Company shall be entitled to deal with the Depositary
for all purposes of this Agreement (including receiving approvals, votes or
consents hereunder) as the Holder of the Units and the sole holder of the Global
Certificate(s) and shall have no obligation to the Beneficial Owners;

             (c)     to the extent that the provisions of this Section 2.8
conflict with any other provisions of this Agreement, the provisions of this
Section 2.8 shall control; and

             (d)     the rights of the Beneficial Owners shall be exercised only
through the Depositary and shall be limited to those established by law and
agreements between such Beneficial Owners and the Depositary and/or the Clearing
Agency Participants. The Depositary will make book-entry transfers among
Clearing Agency Participants.

     Section 2.9     Notices to Holders. Whenever a notice or other
communication to the Holders is required to be given under this Agreement, the
Company or the Company's agent shall give such notices and communications to the
Holders and, with respect to any Units registered in the name of a Clearing
Agency or the nominee of a Clearing Agency, the Company or the Company's agent
shall, except as set forth herein, have no obligations to the Beneficial Owners.

     Section 2.10    Appointment of Successor Depositary. If any Depositary
elects to discontinue its services as Depositary with respect to the Units, the
Company may, in its sole discretion, appoint a successor Depositary with respect
to the Units.

     Section 2.11    Definitive Certificates. If

                     (i)    a Depositary elects to discontinue its services as
     Depositary with respect to the Units and a successor Depositary is not
     appointed within 90 days after such discontinuance pursuant to Section
     2.10;

                     (ii)   the Company elects to terminate the book-entry
     system through the Depositary with respect to the SQUARZ and/or the
     Stripped SQUARZ; or

                     (iii)  there shall have occurred and be continuing a
     default by the Company in respect of its obligations under one or more
     SQUARZ;

then upon surrender of the Global Certificates representing the Book-Entry
Interests with respect to the Units by the Depositary, accompanied by
registration instructions, the Company shall cause definitive Certificates to be
delivered to Beneficial Owners in accordance with the instructions of the
Depositary. The Company shall not be liable for any delay in delivery of such
instructions and may conclusively rely on and shall be protected in relying on,
such instructions.

                                     - 26 -



     Section 2.12    MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.

             (a)     If any mutilated Certificate is surrendered to the SQUARZ
Agent, the Company shall execute and deliver to the SQUARZ Agent, and the SQUARZ
Agent shall authenticate, execute on behalf of the Holder, and deliver in
exchange therefor, a new Certificate at the cost of the Holder, evidencing the
same number of SQUARZ or Stripped SQUARZ, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.

             (b)     If there shall be delivered to the Company and the SQUARZ
Agent (i) evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and (ii) such security or indemnity at the cost of the Holder
as may be required by the Company or the SQUARZ Agent to hold each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the SQUARZ Agent that such Certificate has been acquired by a bona
fide purchaser, the Company shall execute and deliver to the SQUARZ Agent, and
the SQUARZ Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate evidencing the same number of SQUARZ or Stripped
SQUARZ, as applicable, and bearing a Certificate number not contemporaneously
outstanding.

             (c)     Notwithstanding the foregoing, the Company shall not be
obligated to execute and deliver to the SQUARZ Agent, and the SQUARZ Agent shall
not be obligated to authenticate, execute on behalf of the Holder, or deliver to
the Holder, a Certificate on or after the Underlying Warrant Maturity Date or
the Underlying Warrant Early Expiration Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section 2.12 and receipt of appropriate registration or transfer
instructions from such Holder, the SQUARZ Agent shall

                     (i)    in the case of a SQUARZ, transfer the Note and, if
     any, the remaining Initial Pledged Treasuries Interest relating to such
     SQUARZ less any amounts required or expressly permitted hereunder to be
     withheld by this Agreement or the Pledge Agreement in payment of any
     Underlying Warrant Installment Payment due to the Company; or

                     (ii)   in the case of a Stripped SQUARZ, transfer the
     remaining Substitute Pledged Treasuries Interest and the remaining Initial
     Pledged Treasuries Interest relating to such Stripped SQUARZ, if any, less
     any amounts required or expressly permitted hereunder to be withheld by
     this Agreement or the Pledge Agreement in payment of any Underlying Warrant
     Installment Payment due to the Company,

in each case subject to the applicable conditions and in accordance with the
applicable provisions of Article 5.

             (d)     Upon the issuance of any new Certificate under this Section
2.12, the Company and the SQUARZ Agent may require the payment by the Holder of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the SQUARZ Agent) connected therewith.

                                     - 27 -



             (e)     Every new Certificate issued pursuant to this Section 2.12
in lieu of any destroyed, lost or stolen Certificate shall constitute an
original additional contractual obligation of the Company and of the Holder in
respect of the Unit evidenced thereby, whether or not the destroyed, lost or
stolen Certificate (and the Units evidenced thereby) shall be at any time
enforceable by any Person, and shall be entitled to all the benefits and be
subject to all the obligations of this Agreement equally and proportionately
with any and all other Certificates of the same type or class delivered
hereunder.

             (f)     The provisions of this Section 2.12 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

     Section 2.13    PERSONS DEEMED OWNERS.

             (a)     Prior to due presentment of a Certificate for registration
of transfer, the Company, the SQUARZ Agent, and any agent of the Company or the
SQUARZ Agent may treat the Person in whose name such Certificate is registered
as the owner of the Units evidenced thereby for the purpose of receiving
payments on the applicable Notes, receiving maturity proceeds on the applicable
Substitute Pledged Treasuries Interest, receiving maturity proceeds on the
applicable Initial Pledged Treasuries Interest, the performance of the SQUARZ
obligations, the performance of the Stripped SQUARZ obligations, and for all
other purposes whatsoever, whether or not any such payments or performance shall
be overdue and notwithstanding any notice to the contrary, and neither the
Company nor the SQUARZ Agent, nor any agent of the Company or the SQUARZ Agent,
shall be affected by notice to the contrary.

             (b)     Notwithstanding the foregoing, with respect to any Global
Certificate, nothing herein shall prevent the Company, the SQUARZ Agent, or any
agent of the Company or the SQUARZ Agent from giving effect to any written
certification, proxy or other authorization furnished by any Clearing Agency (or
its nominee), as a Holder, with respect to such Global Certificate or impair, as
between such Clearing Agency and owners of beneficial interests in such Global
Certificate, the operation of customary practices governing the exercise of
rights of such Clearing Agency (or its nominee) as Holder of such Global
Certificate or permitting or authorizing a Holder to act pursuant to
instructions from and on behalf of the Holder's appropriate participants or
other beneficial owners.

     Section 2.14    CANCELLATION.

             (a)     All Certificates surrendered

                     (i)    in conjunction with the exercise of an Underlying
     Warrant;

                     (ii)   in conjunction with the exercise of a Put of a Note
     to the Company; or

                     (iii)  upon the registration of a transfer or exchange of a
     Unit,

shall, if surrendered to any Person other than the SQUARZ Agent, be delivered to
the SQUARZ Agent and, if not already cancelled, shall be promptly cancelled by
it. The Company may at any

                                     - 28 -



time deliver to the SQUARZ Agent for cancellation any Certificates previously
authenticated, executed and delivered hereunder that the Company may have
acquired in any manner whatsoever, and all Certificates so delivered shall, upon
Company Order, be promptly cancelled by the SQUARZ Agent. No Certificates shall
be authenticated, executed on behalf of the Holder and delivered in lieu of or
in exchange for any Certificates cancelled as provided in this Section 2.14,
except as expressly permitted by this Agreement.

             (b)     If the Company or any Affiliate of the Company shall
acquire any Certificate, such acquisition shall not operate as a cancellation of
such Certificate unless and until such Certificate is delivered to the SQUARZ
Agent cancelled or for cancellation.

             (c)     All cancelled Certificates held by the SQUARZ Agent shall
be disposed of in accordance with the SQUARZ Agent's customary procedures.

     Section 2.15    CUSIP Numbers. The Company in issuing the Units may use
"CUSIP" numbers (if then generally in use), and, if so, the SQUARZ Agent shall
use "CUSIP" numbers in notices as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Certificates or as contained in any notice
and that reliance may be placed only on the other identification numbers printed
on the Certificates, and any such matter shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the SQUARZ Agent
of any change in the "CUSIP" numbers.

     Section 2.16    FORM OF PRIVATE PLACEMENT LEGENDS.

             (a)     Each Restricted Certificate shall bear the following
legend:

   THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
   1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE
   TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
   THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT
   THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM
   THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
   THEREUNDER.

   THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
   EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
   QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
   SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
   QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
   RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
   UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3)
   TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE
   MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
   SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
   SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
   STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
   SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

             (b)     Each definitive Certificate that is a Restricted
Certificate shall bear the following additional legend:

                                     - 29 -



   IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
   SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY
   REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN
   THE SQUARZ AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
   RESTRICTIONS AS PROVIDED FOR IN THE SQUARZ AGREEMENT.

             (c)     Each Restricted Certificate shall bear the private
placement legends specified therefor in Section 2.16(a) and (b) on the face
thereof (together, the "Private Placement Legend").

     Section 2.17    TRANSFER AND EXCHANGE.

             (a)     Transfers. Any transfer of Restricted Units shall be made
only upon receipt by the Registrar of such opinions of counsel, certificates
and/or other information reasonably required by and satisfactory to it in order
to ensure compliance with the Securities Act or in accordance with Section
2.17(b).

             (b)     Use and Removal of Private Placement Legends. Upon the
transfer, exchange or replacement of Units not bearing a Private Placement
Legend, the Registrar shall exchange such Units for Units that do not bear a
Private Placement Legend. Upon the transfer, exchange or replacement of Units
bearing a Private Placement Legend, the Certificate Custodian and Registrar
shall deliver only Units that bear a Private Placement Legend unless:

                     (i)    such Units are transferred pursuant to a
     Registration Statement;

                     (ii)   such Units are transferred pursuant to Rule 144 upon
     delivery to the Registrar of a certificate of the transferor in the form of
     Exhibit G (or in any other form that may be agreed to between the Company
     and the SQUARZ Agent) and an Opinion of Counsel reasonably satisfactory to
     the Registrar and the Company;

                     (iii)  such Units are transferred, replaced or exchanged
     after the Resale Restriction Termination Date therefor; or

                     (iv)   in connection with such transfer, exchange or
     replacement, the Registrar and the Company shall have received an Opinion
     of Counsel and other evidence reasonably satisfactory to it to the effect
     that neither such Private Placement Legend nor the related restrictions on
     transfer are required in order to maintain compliance with the provisions
     of the Securities Act.

The Private Placement Legend on any Unit shall be removed at the request of the
Holder on or after the Resale Restriction Termination Date therefor. The Company
shall deliver to the SQUARZ Agent an Officer's Certificate promptly upon
effectiveness, withdrawal or suspension of any Registration Statement.

             (c)     In the case of an interest in a Global Certificate,
transfers must be effected in accordance with applicable law and the rules and
procedures of the Depositary, but such transfers are not subject to any
procedure required by this Agreement. The Holder of a Global Certificate may
exchange an interest therein for an equivalent interest in a Global Certificate
not

                                     - 30 -



bearing a Private Placement Legend upon transfer of such interest pursuant to
any of clauses (i) through (iv) of Section 2.17(b).

     Section 2.18    Cancellation. All Units surrendered for payment,
registration of transfer or exchange, conversion pursuant to Sections 3.2 or
3.3, exercise of an Underlying Warrant, or otherwise, shall, if surrendered to
any Person other than the Registrar, be delivered to the Registrar and shall be
promptly cancelled by it. The Company may at any time deliver to the Registrar
for cancellation any Units previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Registrar (or to any other Person for delivery to the Registrar) for
cancellation any Units previously authenticated hereunder that the Company has
not issued and sold, and all Units so delivered shall be promptly cancelled by
the Registrar. No Units shall be authenticated in lieu of or in exchange for any
Units cancelled as provided in this Section 2.18, except as expressly permitted
by this Agreement. All cancelled Certificates held by the Registrar shall be
disposed of in accordance with the Registrar's customary procedures.

                                    ARTICLE 3
                                    THE UNITS

     Section 3.1     CREATION AND DESCRIPTION OF THE UNITS.

             (a)     The Company hereby establishes a security designated as a
SQUARZ and a security designated as a Stripped SQUARZ. Each Unit has the terms
and conditions given to it by, and conveys and imposes upon the Company and the
Holder thereof the respective rights and obligations set forth in, this
Agreement.

             (b)     SQUARZ.

                     (i)    A SQUARZ represents and evidences the ownership by
     the Holder of such SQUARZ of:

                            (1)  a Pledged Note in the principal amount of
                     $10,000;

                            (2)  an Underlying Warrant with an exercise price of
                     $10,000; and

                            (3)  an Initial Pledged Treasuries Interest.

                     (ii)   Prior to the exercise of the Underlying Warrant
          comprising part of a SQUARZ, such SQUARZ shall not entitle the Holder
          thereof to enjoy any of the rights of a holder of shares of Berkshire
          Common Stock, including, without limitation, the right to vote or
          receive any dividends or other payments or to consent or to receive
          notice as a stockholder in respect of the meetings of stockholders or
          for the election of directors of the Company or for any other matter,
          or any other rights whatsoever as a stockholder of the Company.

                                     - 31 -



             (c)     Stripped SQUARZ.

                     (i)    A Stripped SQUARZ represents and evidences the
     ownership by the Holder of such Stripped SQUARZ of:

                            (1) a Substitute Pledged Treasuries Interest;

                            (2) an Underlying Warrant with an exercise price of
                     $10,000; and

                            (3) an Initial Pledged Treasuries Interest.

                     (ii)   Prior to the exercise of the Underlying Warrant
     comprising part of a Stripped SQUARZ, such Stripped SQUARZ shall not
     entitle the Holder thereof to enjoy any of the rights of a holder of shares
     of Berkshire Common Stock, including, without limitation, the right to vote
     or receive any dividends or other payments or to consent or to receive
     notice as a stockholder in respect of the meetings of stockholders or for
     the election of directors of the Company or for any other matter, or any
     other rights whatsoever as a stockholder of the Company.

             (d)     Each Holder, by purchasing a Unit, hereby agrees to treat
the Unit for U.S. federal income tax purposes as an investment unit consisting
of: (i) in the case of a SQUARZ, a Note, an Initial Pledged Treasuries Interest,
and an Underlying Warrant, each of which constitutes a separate and distinct
financial instrument, or (ii) in the case of a Stripped SQUARZ, a Note, an
Initial Pledged Treasuries Interest, and a Substitute Pledged Treasuries
Interest, each of which constitutes a separate and distinct financial
instrument. A Holder purchasing a SQUARZ upon initial issuance thereof agrees to
be bound by the allocation of the purchase price for each SQUARZ so purchased as
follows: (i) $10,000 to the Note, (ii) $0.00 to the Underlying Warrant, and
(iii) $339.63 to the Initial Pledged Treasuries Interest.

     Section 3.2     CREATION OF STRIPPED SQUARZ.

             (a)     Subject to the other provisions hereof, at any time on or
before the earlier to occur of (x) the second Business Day prior to the
Underlying Warrant Maturity Date and (y) the second Business Day prior to the
Underlying Warrant Early Expiration Date, the Holder of a SQUARZ may convert the
SQUARZ into a Stripped SQUARZ by:

                     (i)    Transferring to the Collateral Agent the Requisite
     Amount of Substitute Pledged Treasuries;

                     (ii) Transferring a SQUARZ to the SQUARZ Agent; and

                     (iii)  delivering a notice to the SQUARZ Agent,
     substantially in the form of Exhibit D hereto (or in any other form that
     may be agreed to between the Company and the SQUARZ Agent) (w) stating that
     such Holder has Transferred the Requisite Amount of Substitute Pledged
     Treasuries to the Collateral Agent pursuant to clause (i) above, (x)
     Pledging and instructing that such Substitute Pledged Treasuries be
     Pledged, (y) requesting that the SQUARZ Agent instruct the Collateral Agent
     to release a

                                     - 32 -



          Pledged Note to the SQUARZ Agent, on behalf of such Holder, and (z)
          instructing the SQUARZ Agent to cancel such SQUARZ and issue the same
          amount of Stripped SQUARZ in the name of such Holder.

             (b)     Upon the receipt of the SQUARZ Certificate or a Book-Entry
Interest pursuant to Section 3.2(a)(ii) and the notice referenced in Section
3.2(a)(iii), the SQUARZ Agent shall promptly instruct the Collateral Agent, by
delivering a written instruction substantially in the form of Exhibit C hereto
(or in any other form that may be agreed to between the Company and the SQUARZ
Agent), to release to the SQUARZ Agent, on behalf of the applicable Holder, a
Class A Note free and clear of the Pledge.

             (c)     Upon the receipt by the SQUARZ Agent, on behalf of the
applicable Holder and in accordance with the Pledge Agreement, of a Class A Note
free and clear of the Pledge pursuant to Section 3.2(b) (and confirmation from
the Collateral Agent of its receipt of the Requisite Amount of Substitute
Pledged Treasuries pursuant to Section 3.2(a)(i)), the SQUARZ Agent shall
promptly:

                     (i)    cancel the Transferred SQUARZ;

                     (ii)   deliver to the Indenture Trustee (with a copy to the
     Collateral Agent) a certificate by the SQUARZ Agent certifying (1) that a
     Holder of a SQUARZ has elected to separate the Pledged Note comprising part
     of its SQUARZ, (2) the identity of the Holder of the SQUARZ, the
     certificate or other identifying number of the SQUARZ, if applicable, and
     all other information required by the Trustee in order to issue a Note to
     the SQUARZ Holder;

                     (iii)  deliver to the Indenture Trustee the Pledged Note so
     released from the Pledge, by surrender of a certificate duly endorsed for
     transfer (if held in definitive form) or otherwise transferred to the
     Trustee (if held as a Global Note) (whereupon the Indenture Trustee,
     pursuant to the Indenture and the conditions set forth therein, shall issue
     in the name of the applicable Holder, and deliver to the SQUARZ Agent, a
     Class A Note); and

                     (iv)   authenticate, execute on behalf of such Holder and
     deliver to such Holder a Stripped SQUARZ Certificate executed by the
     Company or a Book-Entry Interest in accordance with Section 2.6, and
     deliver the Class A Note delivered to the SQUARZ Agent pursuant to clause
     (c)(iii), above.

             (d)     Holders who elect to convert a SQUARZ into a Stripped
SQUARZ shall be responsible for the payment to the Company (or its designee) of
any fees or expenses payable to the SQUARZ Agent or Collateral Agent in respect
of the conversion.

             (e)     Holders may convert SQUARZ into Stripped SQUARZ only in
integral multiples of 20 Units.

             (f)     Constituent parts of a SQUARZ shall be separable as set
forth in, but only as set forth in, this Section 3.2, and except as set forth in
this Section 3.2 the rights and obligations of the Holder of a SQUARZ in respect
of the constituent Pledged Note, the Initial

                                     - 33 -



Pledged Treasuries Interest and the Underlying Warrant may be acquired,
transferred, and exchanged only as an integral SQUARZ. A Class A Note, after
delivery pursuant to Section 3.2(c)(iii), may be transferred and exchanged
separately unless and until it is re-Pledged pursuant to Section 3.3 and the
Pledge Agreement.

             (g)     In the event a Holder making a Collateral Substitution
pursuant to this Section 3.2 fails to effect a book-entry transfer of the SQUARZ
or fails to deliver a SQUARZ Certificate to the SQUARZ Agent after depositing
Substitute Pledged Treasuries with the Collateral Agent, such Substitute Pledged
Treasuries, and any distributions on such Substitute Pledged Treasuries, shall
be held in the name of the SQUARZ Agent or its nominee in trust for the benefit
of such Holder, until such SQUARZ are so transferred or the SQUARZ Certificate
is so delivered, as applicable, or, with respect to a SQUARZ Certificate, such
Holder provides evidence satisfactory to the Company and the SQUARZ Agent that
such SQUARZ Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the SQUARZ Agent and the Company.

     Section 3.3     RE-CREATION OF SQUARZ.

             (a)     Subject to the other provisions hereof, at any time on or
before the earlier to occur of (x) the second Business Day prior to the
Underlying Warrant Maturity Date and (y) the second Business Day prior to the
Underlying Warrant Early Expiration Date, but in no event during the period
beginning 15 days prior to a Remarketing Date, the Holder of a Stripped SQUARZ
may convert the Stripped SQUARZ into a SQUARZ by:

                     (i)    Transferring to the Collateral Agent a Separate
     Note;

                     (ii)   Transferring a Stripped SQUARZ to the SQUARZ Agent;
     and

                     (iii)  delivering a notice to the SQUARZ Agent,
     substantially in the form of Exhibit D hereto (or in any other form that
     may be agreed to between the Company and the SQUARZ Agent) (w) stating that
     such Holder has Transferred a Separate Note to the Collateral Agent
     pursuant to clause (i) above, (x) Pledging and instructing that such
     Separate Note be Pledged, (y) requesting that the SQUARZ Agent instruct the
     Collateral Agent to release the Requisite Amount of Substitute Pledged
     Treasuries to the SQUARZ Agent, on behalf of such Holder, and (z)
     instructing the SQUARZ Agent to cancel such Stripped SQUARZ and issue the
     same amount of SQUARZ in the name of such Holder.

             (b)     Upon the receipt of the Stripped SQUARZ Certificate or
Book-Entry Interest pursuant to Section 3.3(a)(ii) and the notice referenced in
Section 3.3(a)(iii), the SQUARZ Agent shall promptly instruct the Collateral
Agent, by delivering a written instruction substantially in the form of Exhibit
C hereto (or in any other form that may be agreed to between the Company and the
SQUARZ Agent), to release to the SQUARZ Agent, on behalf of the applicable
Holder, the Requisite Amount of Substitute Pledged Treasuries free and clear of
the Pledge.

             (c)     Upon the receipt by the SQUARZ Agent, on behalf of the
applicable Holder and in accordance with the terms of the Pledge Agreement, of
the Substitute Pledged

                                     - 34 -



Treasuries free and clear of the Pledge pursuant to Section 3.3(b) (and
confirmation from the Collateral Agent of its receipt of the Separate Note
pursuant to Section 3.3(a)(i)), the SQUARZ Agent shall promptly:

                     (i)    cancel the Transferred Stripped SQUARZ Certificate
     or Book-Entry Interest;

                     (ii)   deliver to the Indenture Trustee (with a copy to the
     Collateral Agent) a certificate by the SQUARZ Agent certifying (1) that a
     Holder of a Stripped SQUARZ has elected to recombine a SQUARZ, (2) the
     identity of the Holder of the Stripped SQUARZ, the certificate or other
     identifying number of the Stripped SQUARZ, if applicable, and all other
     information required by the Trustee in order to transfer the Note held by
     the SQUARZ Holder to the Collateral Agent;

                     (iii)  deliver to the Indenture Trustee a Note, by
     surrender of a certificate duly endorsed for transfer (if held in
     definitive form) or otherwise transferred to the Trustee (if held as a
     Global Note) (whereupon the Indenture Trustee, pursuant to the Indenture
     and the conditions set forth therein, shall issue in the name of the
     Collateral Agent, and deliver to the SQUARZ Agent, a Pledged Note);

                     (iv)   authenticate, execute on behalf of such Holder and
     deliver to such Holder a SQUARZ Certificate executed by the Company in
     accordance with Section 2.6 evidencing a SQUARZ or a Book-Entry Interest,
     and deliver such Substitute Pledged Treasuries to such Holder; and

                     (v)    deliver to the Collateral Agent the Pledged Note
     delivered to the SQUARZ Agent pursuant to clause (c)(iii), above.

             (d)     Holders who elect to convert a Stripped SQUARZ into a
SQUARZ shall be responsible for the payment to the Company (or its designee) of
any fees or expenses payable to the SQUARZ Agent or Collateral Agent in respect
of such conversion.

             (e)     Holders may convert Stripped SQUARZ into SQUARZ only in
integral multiples of 20 Units.

             (f)     Constituent parts of a Stripped SQUARZ shall be separable
as set forth in, but only as set forth in, this Section 3.3, and except as set
forth in this Section 3.3 the rights and obligations of the Holder of a Stripped
SQUARZ in respect of the constituent Substitute Pledged Treasuries Interest,
Initial Pledged Treasuries Interest, and Underlying Warrant may be acquired,
transferred, and exchanged only as an integral Stripped SQUARZ.

             (g)     In the event a Holder making a Collateral Substitution
pursuant to this Section 3.3 fails to effect a book-entry transfer of the
Stripped SQUARZ or fails to deliver a Stripped SQUARZ Certificate to the SQUARZ
Agent after depositing a Stripped Note with the Collateral Agent, such Stripped
Note, and any proceeds of such Stripped Note, shall be held in the name of the
SQUARZ Agent or its nominee in trust for the benefit of such Holder until such
Separate SQUARZ are so transferred or the Separate SQUARZ Certificate is so
delivered, as the case may be, or, with respect to a Stripped SQUARZ
Certificate, such Holder provides evidence

                                     - 35 -



satisfactory to the Company and the SQUARZ Agent that such Stripped SQUARZ
Certificate has been destroyed, lost or stolen, together with any indemnity that
may be required by the SQUARZ Agent and the Company.

                                    ARTICLE 4
                                 THE COLLATERAL

     Section 4.1     PAYMENTS ON COLLATERAL.

             (a)     A payment of interest on, and a payment of proceeds upon a
Remarketing of, any Pledged Note shall, when received by the SQUARZ Agent as
provided by the terms of the Pledge Agreement, be paid to the Company to be
applied against the obligations of the Holder to make Underlying Warrant
Installment Payments hereunder, but only to the extent permitted by the Pledge
Agreement.

             (b)     A payment in respect of any Substitute Pledged Treasuries
or Initial Pledged Treasuries shall, subject to receipt thereof by the SQUARZ
Agent from the Collateral Agent as provided by the terms of the Pledge
Agreement, be paid to the Company to be applied against the obligations of the
Holder to make Underlying Warrant Installment Payments hereunder, but only to
the extent permitted by the Pledge Agreement.

     Section 4.2     NOTICE AND VOTING.

             (a)     Under the terms of the Pledge Agreement, the SQUARZ Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Notes, but only to the extent instructed by the
Holders, as described below. Upon receipt of notice of any meeting at which
holders of Notes are entitled to vote or upon any solicitation of consents,
waivers or proxies of holders of Notes, the SQUARZ Agent shall, as soon as
practicable thereafter, mail to the Holders of SQUARZ a notice:

                     (i)    containing such information as is contained in the
     notice or solicitation,

                     (ii)   stating that each Holder on the record date set by
     the SQUARZ Agent therefor (which, to the extent possible, shall be the same
     date as the record date for determining the holders of Notes entitled to
     vote) shall be entitled to instruct the SQUARZ Agent as to the exercise of
     the voting rights pertaining to the Pledged Notes underlying their SQUARZ,
     and

                     (iii)  stating the manner in which such instructions may be
     given.

             (b)     Upon the written request of the Holders of SQUARZ on such
record date, the SQUARZ Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Pledged Notes as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a SQUARZ, the SQUARZ Agent shall abstain from voting the Pledged Note
underlying such SQUARZ.

                                     - 36 -



                                    ARTICLE 5
               APPOINTMENT OF SQUARZ AGENT; THE UNDERLYING WARRANT

     Section 5.1     Appointment of SQUARZ Agent. Each Holder of a Unit, by its
acceptance thereof:

             (a)     irrevocably authorizes the SQUARZ Agent to enter into and
perform its obligations under the related Unit on its behalf as its
attorney-in-fact (including the execution of Certificates on behalf of such
Holder);

             (b)     agrees to be bound by the terms and provisions of such
Units;

             (c)     covenants and agrees to perform its obligations under such
Units;

             (d)     consents to the provisions hereof;

             (e)     irrevocably authorizes the SQUARZ Agent as its agent and
attorney-in-fact to enter into and perform the Pledge Agreement on its behalf;
and

             (f)     consents to and agrees to be bound by the Pledge of the
Collateral in support of such Holder's obligation to make Underlying Warrant
Installment Payments as required herein.

     Section 5.2     UNDERLYING WARRANT.

             (a)     Subject to Section 5.4, each Unit shall, at any time on or
prior to the Underlying Warrant Termination Date, entitle the Holder thereof, at
the Holder's option, to purchase and to require the Company to sell, in
consideration of the payment of the Underlying Warrant Exercise Price, either,
at the Holder's election, that fraction of a fully paid and non-assessable share
of Berkshire Class A Common Stock equal to the Class A Exchange Ratio or that
number of fully paid and non-assessable shares of Berkshire Class B Common Stock
equal to the Class B Exchange Ratio, in each case subject to adjustment as
provided in Section 5.8. The right to purchase Berkshire Common Stock
established by this Section 5.2(a), and the obligation to make Underlying
Warrant Installment Payments as provided in Section 5.3, subject to the terms
and conditions set forth herein, are collectively referred to herein as the
"Underlying Warrant."

             (b)     Upon the exercise of one or more Underlying Warrants in
accordance with Sections 5.4 and 5.5, for which the Holder elected to receive
Berkshire Class A Common Stock, such Holder will receive:

                     (i)   that whole number of shares of Berkshire Class A
     Common Stock equal to the product of the aggregate number of Underlying
     Warrants such Holder is exercising multiplied by the Class A Exchange
     Ratio, with the product thereof (if not a whole number) then being rounded
     down to the nearest whole number (the difference between the product before
     rounding and such nearest whole number being the "Class A Stub"); plus

                                     - 37 -



                     (ii)   that whole number of shares of Berkshire Class B
     Common Stock equal to the product of the Class A Stub multiplied by 30,
     with the product thereof (if not a whole number) being rounded down to the
     nearest whole number (the difference between the product before rounding
     and such nearest whole number being the "Class B Stub"); plus

                     (iii)  an amount in cash equal to the product of the
     Closing Price of one share of Berkshire Class B Common Stock on the date of
     exercise multiplied by the Class B Stub.

             (c)     Upon the exercise of one or more Underlying Warrants in
accordance with Sections 5.4 and 5.5, for which the Holder elected to receive
Berkshire Class B Common Stock, such Holder will receive that whole number of
shares of Berkshire Class B Common Stock equal to the product of the aggregate
number of Underlying Warrants such Holder is exercising multiplied by the Class
B Exchange Ratio; provided, that in lieu of any fractional shares, the Holder
will be paid an amount in cash equal to the product of the Closing Price of one
share of Berkshire Class B Common Stock on the date of exercise multiplied by
such fractional share.

             (d)     A Holder (or its appropriate participant, as applicable)
may provide multiple elections with respect to its aggregate Underlying Warrants
exercised on any particular day, provided that only one election shall be made
for any one Underlying Warrant.

             (e)     In the event that the Underlying Warrant Maturity Date, the
Underlying Warrant Early Expiration Date or an Underlying Warrant Cancellation
Date is not a Business Day, then such maturity, early expiration or cancellation
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of such delay), except that, if such
Business Day is in the next succeeding calendar year, such maturity, early
expiration or cancellation shall be effective on the immediately preceding
Business Day, in each case, with the same force and effect as if effective on
such date. The date of exercise of an Underlying Warrant must be a Business Day.

     Section 5.3     UNDERLYING WARRANT INSTALLMENT PAYMENTS.

             (a)     Each Holder of a Unit, by its acceptance thereof, covenants
and agrees that it will timely make Underlying Warrant Installment Payments on
each such Unit on each Underlying Warrant Installment Payment Date until the
Underlying Warrant Termination Date.

             (b)     Underlying Warrant Installment Payments will accrue from
and including the most recent Underlying Warrant Installment Payment Date (or,
for the Underlying Warrant Installment Payment due on November 15, 2002, from
and including May 15, 2002), to but excluding the date of payment. The amount of
any Underlying Warrant Installment Payment payable for any full semi-annual
period will be computed on the basis of a 360-day year consisting of twelve
30-day months. The amount of any Underlying Warrant Installment Payment payable
for any period shorter than a full semi-annual period will be computed on the
basis of 30-day months and, for periods of less than a month, the actual number
of days elapsed per 30-day month. In the event that any Underlying Warrant
Installment Payment Date (or other date on which a payment for the Underlying
Warrant is payable) is not a Business Day, then

                                     - 38 -



payment of amounts payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case, with the same force and effect as if made on such date.

             (c)     Each Holder of a Unit, by its acceptance thereof, covenants
and agrees that, to the extent and in the manner provided in Section 4.1 and the
Pledge Agreement (but subject to the terms thereof), all payments in respect of
the Initial Pledged Treasuries, the Substitute Pledged Treasuries, and payments
on or for the Pledged Notes (other than payments of principal thereof), if
applicable, shall be received by the Collateral Agent on behalf of the Company
and paid to the SQUARZ Agent, to make the Underlying Warrant Installment
Payments to the Company; provided, however, that if, as of any Underlying
Warrant Installment Payment Date, the amount received from interest payments on
the Pledged Notes and amount received in respect of the Initial Pledged
Treasuries and the Substitute Pledged Treasuries exceeds the Underlying Warrant
Installment Payment due on such date, such excess amount will be distributed to
the Holders of the SQUARZ (to the extent of the excess received from the Pledged
Notes and Initial Pledged Treasuries) and Stripped SQUARZ (to the extent of the
excess received from the Substitute Pledged Treasuries and Initial Pledged
Treasuries) in each case, on a pro rata basis.

             (d)     Upon transfer of a Unit, the transferee thereof shall be
bound (without the necessity of any other action on the part of such transferee)
by the terms of this Agreement, the SQUARZ or Stripped SQUARZ and the Pledge
Agreement.

             (e)     If a Holder fails to make an Underlying Warrant Installment
Payment in full and on time (including as a result of the application of
withholding or backup withholding for taxes), the applicable Underlying Warrant
will become null and void; provided, that if the Underlying Warrant Installment
Payment Date was a date on which the Company defaulted in the payment of
interest on the Notes, such Holder will automatically have five Business Days
from the Underlying Warrant Installment Payment Date to pay such Underlying
Warrant Installment Payment in cash until the Underlying Warrant is deemed
cancelled.

             (f)     Upon an Underlying Warrant Early Expiration Date, each
Holder will be released from the obligation to make Underlying Warrant
Installment Payments that would otherwise accrue and be owing in respect of an
Underlying Warrant that has expired, other than Underlying Warrant Installment
Payments accrued to (but not including) the Underlying Warrant Early Expiration
Date.

             (g)     The Company will have no recourse against any Holder for a
failure to timely make Underlying Warrant Installment Payments, other than
recourse against the Collateral to the extent provided in the Pledge Agreement.

                                     - 39 -



     Section 5.4     EXERCISE OF UNDERLYING WARRANT.

             (a)     A Holder may exercise the Underlying Warrant at any time at
or prior to the earlier to occur of (i) 5:00 p.m., New York City time, on the
Underlying Warrant Maturity Date, and (ii) 5:00 p.m., New York City time, on the
Underlying Warrant Early Expiration Date.

             (b)     To exercise an Underlying Warrant (in whole but not in
part), a Holder (or its appropriate participant, if applicable) must, no later
than 5:00 p.m., New York City time, on the proposed date of exercise:

                     (i)    surrender to the SQUARZ Agent the Certificate
     representing the Unit that contains the Underlying Warrant to be exercised
     (or cause a book-entry transfer of such Unit to the SQUARZ Agent);

                     (ii)   properly complete, execute, and deliver to the
     SQUARZ Agent an election of exercise substantially in the form of Exhibit E
     (or in any other form that may be agreed to between the Company and the
     SQUARZ Agent), or an election of exercise for Net Share Settlement in a
     form reasonably acceptable to the SQUARZ Agent and the Company if, pursuant
     to Section 5.5(b), the Holder is required or permitted to use the Net Share
     Settlement procedure;

                     (iii)  if the Unit that contains the Underlying Warrant to
     be exercised was received in a transaction exempt from the registration
     requirements of the Securities Act, furnish to the SQUARZ Agent such
     certifications, opinions of counsel, or other information as the Company
     may reasonably require to confirm that the proposed exercise of the
     Underlying Warrant and the subsequent issuance of Berkshire Common Stock is
     being made pursuant to an exemption from the registration requirement under
     the Securities Act; and

                     (iv)   comply with Section 5.5.

     Section 5.5     SETTLEMENT AND PAYMENT OF UNDERLYING WARRANT EXERCISE
PRICE.

             (a)     Cash Settlement.

                     (i)    A Holder electing to exercise an Underlying Warrant
     must pay in respect of each such Underlying Warrant on or prior to the date
     of exercise:

                            (1)  the Underlying Warrant Exercise Price;

                            (2)  if such date of exercise is an Underlying
             Warrant Installment Payment Date, the Underlying Warrant
             Installment Payment that would otherwise be due on such date in
             respect of such Underlying Warrant; and

                            (3)  if such date of exercise is not an Underlying
             Warrant Installment Payment Date, a payment equal to the next
             scheduled Underlying Warrant Installment Payment, or if a Required
             Acceleration Event has occurred,

                                     - 40 -



             a payment equal to the accrued Underlying Warrant Installment
             Payment to but excluding the Underlying Warrant Early Expiration
             Date.

                     (ii)   Such payment must be made to the SQUARZ Agent prior
     to 5:00 p.m., New York City time, on the proposed date of exercise in
     lawful money of the United States by certified or official bank check or
     wire transfer to an account designated by the SQUARZ Agent or the Company
     or, at the option of the Company, through the Depositary; provided,
     however, if the date of exercise is an Underlying Warrant Installment
     Payment Date, the Underlying Warrant Installment Payment will be made from
     application of the proceeds of the Collateral. All such monies will be paid
     to the Company on the date of exercise in settlement of the exercise of the
     Underlying Warrant in accordance with the terms of this Agreement and the
     Pledge Agreement.

                     (iii)  Notwithstanding anything to the contrary in this
     Section 5.5(a), if the Holder of a SQUARZ exercising an Underlying Warrant
     also participates in a Remarketing of the Pledged Notes contained in such
     SQUARZ, such Holder may elect in the Remarketing Election Form delivered to
     the SQUARZ Agent on or prior to 5:00 p.m. New York City time, on the fifth
     Business Day prior to the Remarketing Date (or, if such Holder has
     previously elected to participate in a Remarketing, in a supplemental
     Remarketing Election Form) to have the proceeds of a Successful Remarketing
     of such Pledged Notes (or the proceeds of the exercise of a Put subsequent
     to a Failed Remarketing) applied to the payment of the Underlying Warrant
     Exercise Price. Holders of SQUARZ electing to apply the proceeds of a
     Remarketing to the Underlying Warrant Exercise Price must also designate
     that if the Remarketing fails they will require the Company to repurchase
     their Notes and apply the proceeds to the Underlying Warrant Exercise
     Price. Such elections shall be irrevocable as to such Holder's
     participation in the Remarketing, but shall be revocable as to the election
     by such Holder to exercise the Underlying Warrant and/or apply such
     proceeds to the payment of the Underlying Warrant Exercise Price at any
     time prior to 5:00 p.m. New York City time, on the Underlying Warrant Early
     Expiration Date or the Underlying Warrant Maturity Date, as applicable.
     Such a revocation must be effected in a writing actually received at the
     Corporate Trust Office prior to 5:00 p.m. New York City time, on the
     Underlying Warrant Early Expiration Date or the Underlying Warrant Maturity
     Date, as applicable. Upon such revocation, the Remarketing Agent shall
     distribute the proceeds of any Successful Remarketing in accordance with
     this Agreement and the Pledge Agreement for further distribution to the
     Holder pursuant to Section 4.6 of the Pledge Agreement.

                     (iv)   No Holders will be permitted, at any time, to tender
     Notes in consideration of the payment of the Underlying Warrant Exercise
     Price or an Underlying Warrant Installment Payment.

             (b)     Net Share Settlement.

                     (i)    Notwithstanding anything in Section 5.5(a) to the
     contrary, if (x) at the time of exercise of an Underlying Warrant there is
     not an effective registration statement under the Securities Act
     registering the shares of Berkshire Common Stock issuable upon exercise of
     the Underlying Warrant and (y) the shares of Berkshire

                                     - 41 -



     Common Stock issued pursuant to this Section 5.5(b) would not be
     "restricted securities" under Rule 144, the Holder, in exercising its
     Underlying Warrants, shall be required to effect a Net Share Settlement
     (and will not be permitted to effect a Cash Settlement).

                     (ii)   Notwithstanding anything in Section 5.5(a) to the
     contrary, if there has been a Failed Remarketing and the Holder of a SQUARZ
     exercised its right to Put the Pledged Note contained in such SQUARZ but
     the Company has not timely paid the full Repurchase Price of such Note,
     such Holder may elect to effect a Net Share Settlement.

                     (iii)  Any Holder of a Unit required or entitled to elect a
     Net Share Settlement will receive, upon compliance with Section
     5.4(b)(i)-(iii), that number of shares of Berkshire Class B Common Stock
     equal to the quotient of (x) the product of (i) the Average Market Value
     multiplied by the Class B Exchange Ratio, minus (ii) the Underlying Warrant
     Exercise Price, divided by (y) the Average Market Value, and then rounding
     such quotient down to the nearest whole number. A Holder (unless it
     specifies otherwise) exercising multiple Underlying Warrants simultaneously
     will receive that number of shares of Berkshire Class B Common Stock equal
     to the product of the above quotient and the number of Underlying Warrants
     being exercised, rounded down to the nearest whole number. No fractional
     shares will be issued in conjunction with a Net Share Settlement, and such
     Holder (or its appropriate participant, if applicable) will receive a cash
     payment equal to the amount of fractional Berkshire Class B Common Stock
     multiplied by the Average Market Value of a share of Berkshire Class B
     Common Stock in lieu of such a fractional share.

                     (iv)   The effective date of exercise of an Underlying
     Warrant by Net Share Settlement will be the Business Day on which the
     Holder complies with the requirements of Section 5.4 and Section 5.5,
     notwithstanding the fact that the Average Market Value will not begin to be
     calculated until the Trading Day immediately following such date. Upon the
     exercise of an Underlying Warrant by Net Share Settlement, the exercising
     Holder (or its appropriate participant, if applicable) must tender to the
     Company on the applicable date of exercise, an amount equal to the next
     scheduled Underlying Warrant Installment Payment; provided, however, if
     such date on which such Underlying Warrant is exercised is subsequent to a
     Required Acceleration Event, such payment shall instead equal the accrued
     Underlying Warrant Installment Payment to but excluding the Underlying
     Warrant Early Expiration Date. If such payment is not timely received from
     such Holder, such exercise of such Underlying Warrant will not be
     effective; provided, however, that nothing in this paragraph (iv) will
     prevent the Holder of such Underlying Warrant from effecting a later
     exercise.

     Section 5.6     Cancellation of Unit, Payment of Settlement Amounts and
     Issuance of Shares of Berkshire Common Stock Upon Exercise of Underlying
     Warrant.

             (a)     Subject to Sections 5.4 and 5.5 (including the receipt by
the SQUARZ Agent of a Unit in connection with the exercise of the Underlying
Warrant contained therein and of the Underlying Warrant Exercise Price and the
Underlying Warrant Installment Payment (or accrued portion thereof) due upon
exercise), the SQUARZ Agent will, on the effective date of an exercise of an
Underlying Warrant,

                                     - 42 -



                     (i)    cancel such Unit; provided, however, that if the
     Unit is evidenced by a Certificate not all of the Underlying Warrants under
     which are exercised, the SQUARZ Agent shall authenticate, execute, and
     deliver for the exercising Holder a Certificate evidencing the whole Units
     remaining after exercise of the Underlying Warrants;

                     (ii)   pay the Underlying Warrant Exercise Price and the
     Underlying Warrant Installment Payment (or accrued portion thereof) to the
     Company;

                     (iii)  if such Unit was a SQUARZ, instruct the Collateral
     Agent to release a Pledged Note from the Pledge and Transfer such Note to
     the SQUARZ Agent, free and clear of the Pledge, on behalf of the exercising
     Holder (or its applicable participant, if applicable) for each Unit
     exercised;

                     (iv)   if such Unit was a Stripped SQUARZ, instruct the
     Collateral Agent to Transfer to the SQUARZ Agent, on behalf of the
     exercising Holder (or its applicable participant) its remaining Substitute
     Pledged Treasuries Interest, if any, subject to Section 5.6(c), free and
     clear of the Pledge;

                     (v)    instruct the Collateral Agent to Transfer, free and
     clear of the Pledge, to the SQUARZ Agent, on behalf of the exercising
     Holder (or its appropriate participant, if applicable) its remaining
     Initial Pledged Treasuries Interest, if any, subject to Section 5.6(c);

                     (vi)   if such Unit was a SQUARZ, instruct the Indenture
     Trustee to authenticate and deliver to the SQUARZ Agent, on behalf of the
     exercising Holder (or its applicable participant, if applicable) a Note
     registered in the name of the exercising Holder for each Unit exercised
     (which Note shall be a Class B Note, if the effective date of exercise is
     more than 90 days prior to the next following Scheduled Repurchase Date, or
     a Class C Note, if the effective date of exercise is not more than 90 days
     prior to the next following Scheduled Repurchase Date, or a Class A Note,
     if the effective date of exercise is on or after February 14, 2006); and

                     (vii)  subject to Section 5.6(c), Transfer to such Holder
     (A) the shares of Berkshire Common Stock issuable to it upon such exercise,
     (B) the Class A Note, Class B Note, Class C Note, or any remaining
     Substitute Pledged Treasuries Interest held for the benefit of such Holder,
     and (C) any remaining Initial Pledged Treasuries Interest held for the
     benefit of such Holder.

             (b)     Upon its receipt of payment in full of (x) the Underlying
Warrant Exercise Price (either pursuant to a Cash Settlement or a Net Share
Settlement) pursuant to an exercise of an Underlying Warrant, and (y) any
Underlying Warrant Installment Payment (or portion thereof) then due, the
Company shall issue and deposit with the SQUARZ Agent, for the benefit of the
exercising Holder of the Underlying Warrant, one or more certificates
representing the newly issued shares of Berkshire Common Stock registered in the
name of such Holder.

             (c)     If a Holder (or its appropriate participant, if applicable)
exercises the Underlying Warrant of a number of Units that is not an integral
multiple of 80, the SQUARZ

                                     - 43 -



Agent shall instruct the Collateral Agent, and the Collateral Agent will,
distribute to such Holder (or its appropriate participant) (i) Notes
constituting a part of such Units, and (ii) any Initial Pledged Treasuries
and/or Substitute Pledged Treasuries constituting a part of such Units, in
integral multiples of $1,000 face amount and retain the remainder of such
Initial Pledged Treasuries and Substitute Pledged Treasuries for such Holder's
(or its appropriate participant's) benefit (free of the Pledge to the Company)
and distribute to such Holder the proceeds thereof as they mature, all in
accordance with Section 4.5(e) of the Pledge Agreement.

     Section 5.7     No Fractional Shares. Notwithstanding anything to the
contrary herein, no fractional shares or scrip representing fractional shares of
Berkshire Common Stock shall be issued or delivered pursuant to the exercise of
any Underlying Warrant. The Company shall provide the SQUARZ Agent from time to
time with sufficient funds to permit the SQUARZ Agent to make all cash payments
required by Sections 5.2(b) and (c) in a timely manner.

     Section 5.8     Anti-Dilution Adjustments. The Exchange Ratios shall be
subject to adjustment from time to time as follows:

             (a)     Adjustments for Dividends, Distributions, Stock Splits,
Etc.

                     (i)    Stock Dividends. In case the Company shall pay or
     make a dividend or other distribution on shares of any class of the
     Company's capital stock payable in Berkshire Common Stock, the Class A
     Exchange Ratio, as in effect at the close of business on the date fixed for
     the determination of stockholders entitled to receive such dividend or
     other distribution, shall be adjusted so as to equal the number determined
     by dividing the Class A Exchange Ratio by a fraction of which:

                            (1) the numerator shall be the sum of (x) the
             product of the number of shares of Berkshire Class A Common Stock
             times 30, plus (y) the number of shares of Berkshire Class B Common
             Stock, in each case outstanding at the close of business on the
             date fixed for such determination, and

                            (2) the denominator shall be the sum computed in
             clause (1) plus (x) (if such dividend or distribution is paid in
             shares of Berkshire Class A Common Stock) the total number of
             shares constituting such dividend or other distribution times 30,
             and plus (y) (if such dividend or distribution is paid in shares of
             Berkshire Class B Common Stock) the total number of shares
             constituting such dividend or other distribution,

     such increase to become effective immediately after the opening of business
     on the day following the date fixed for such determination.

     If, after any such date fixed for determination, any such dividend or other
     distribution is not in fact paid, the Class A Exchange Ratio shall be
     immediately readjusted, effective as of the date the Company (or its Board
     of Directors) determines not to pay such dividend or other distribution, to
     the Class A Exchange Ratio that would have been in effect if such
     determination date had not been fixed. For the purposes of this paragraph
     (i), the number of shares of Berkshire Common Stock at the time outstanding
     shall not include shares held in the treasury of the Company, but shall
     include any shares issuable in

                                     - 44 -



     respect of any scrip certificates issued in lieu of fractions of shares of
     Berkshire Common Stock. The Company will not pay any dividend or make any
     distribution on shares of Berkshire Common Stock held in the treasury of
     the Company.

                     (ii) Stock Splits; Reverse Splits. In case outstanding
     shares of Berkshire Class A Common Stock shall be subdivided or split into
     a greater number of shares of Berkshire Class A Common Stock, the Class A
     Exchange Ratio in effect at the opening of business on the day following
     the day upon which such subdivision or split becomes effective shall be
     proportionately increased, and, conversely, in case outstanding shares of
     Berkshire Class A Common Stock shall be combined into a smaller number of
     shares of Berkshire Class A Common Stock, the Class A Exchange Ratio in
     effect at the opening of business on the day following the day upon which
     such combination becomes effective shall be proportionately reduced, such
     increase or reduction, as the case may be, to become effective immediately
     after the opening of business on the day following the day upon which such
     subdivision, split or combination becomes effective.

                     (iii) Stock Purchase Rights. In case the Company shall
     issue rights, options or warrants to all holders of Berkshire Common Stock
     (which rights, options or warrants are not available on an equivalent basis
     to Holders of the Units upon exercise of the Underlying Warrants comprising
     part of such Units) entitling them to subscribe for or purchase shares of a
     class of Berkshire Common Stock at a price per share less than the Closing
     Price of the applicable class of Berkshire Common Stock on the date fixed
     for the determination of stockholders entitled to receive such rights,
     options or warrants (other than (x) pursuant to a dividend reinvestment,
     share purchase or similar plan), the Class A Exchange Ratio in effect at
     the opening of business on the day following the date fixed for such
     determination shall be adjusted so as to equal the number determined by
     dividing the Class A Exchange Ratio by a fraction,

                            (1)  the numerator of which shall be the sum of (w)
          the product of the number of shares of Berkshire Class A Common Stock
          outstanding at the close of business on the date fixed for such
          determination times 30 plus (x) the number of shares of Berkshire
          Class B Common Stock outstanding at the close of business on the date
          fixed for such determination plus (y) (if the offer relates to
          Berkshire Class A Common Stock) the product of the number of shares of
          Berkshire Class A Common Stock which the aggregate of the offering
          price of the total number of shares of Berkshire Class A Common Stock
          so offered for subscription or purchase would purchase at the
          applicable Closing Price times 30 plus (z) (if the offer relates to
          Berkshire Class B Common Stock) the number of shares of Berkshire
          Class B Common Stock which the aggregate of the offering price of the
          total number of shares of Berkshire Class B Common Stock so offered
          for subscription or purchase would purchase at the applicable Closing
          Price, and

                            (2)  the denominator of which shall be the sum of
          (w) the product of the number of shares of Berkshire Class A Common
          Stock outstanding at the close of business on the date fixed for such
          determination times 30 plus (x) the number of shares of Berkshire
          Class B Common Stock outstanding at the

                                     - 45 -



          close of business on the date fixed for such determination plus (y)
          (if the offer relates to Berkshire Class A Common Stock) the number of
          shares of Berkshire Class A Common Stock so offered for subscription
          or purchase times 30 plus (z) (if the offer relates to Berkshire Class
          B Common Stock) the number of shares of Berkshire Class B Common Stock
          so offered for subscription or purchase,

     such increase to become effective immediately after the opening of business
     on the day following the date fixed for such determination.

     If, after any such date fixed for determination, any such rights, options
     or warrants are not in fact issued, or are not exercised prior to the
     expiration thereof, the Class A Exchange Ratio shall be immediately
     readjusted, effective as of the date such rights, options or warrants
     expire, or the date the Company (or its Board of Directors) determines not
     to issue such rights, options or warrants, to the Class A Exchange Ratio
     that would have been in effect if such rights, options or warrants had
     never been granted or such determination date had not been fixed, as the
     case may be. For the purposes of this paragraph (iii), the number of shares
     of Berkshire Common Stock at any time outstanding shall not include shares
     held in the treasury of the Company but shall include any shares issuable
     in respect of any scrip certificates issued in lieu of fractions of shares
     of Berkshire Common Stock. The Company shall not issue any such rights,
     options or warrants in respect of shares of Berkshire Common Stock held in
     the treasury of the Company.

                     (iv)   Debt or Asset Distributions. In case the Company
     shall, by dividend or otherwise, distribute to all holders of Berkshire
     Common Stock evidences of its indebtedness or assets (including securities,
     but excluding any rights or warrants referred to in paragraphs (i) or (iii)
     of this Section 5.8(a), any dividend or distribution paid exclusively in
     cash, any distribution of shares of Subsidiary Common Stock referred to in
     paragraph (vii) of this Section 5.8(a), and any dividend, shares of capital
     stock of any class or series, or similar equity interests or distributions
     made in connection with a reclassification, change, consolidation, sale or
     conveyance involving the Company that results in a change in the
     consideration received upon the exercise of an Underlying Warrant), the
     Class A Exchange Ratio shall be adjusted so that the same shall equal the
     number determined by dividing the Class A Exchange Ratio in effect
     immediately prior to the close of business on the date fixed for the
     determination of stockholders entitled to receive such distribution by a
     fraction,

                            (1)  the numerator of which shall be the Closing
          Price of the Berkshire Class A Common Stock on the date fixed for such
          determination less the then fair market value (as determined by the
          Board of Directors, whose determination shall be conclusive) of the
          portion of the assets or evidences of indebtedness so distributed
          applicable to one share of Berkshire Class A Common Stock, and

                            (2)  the denominator of which shall be the Closing
          Price of the Berkshire Class A Common Stock on the date fixed for such
          determination,

                                     - 46 -



          such adjustment to become effective immediately prior to the opening
          of business on the day following the date fixed for the determination
          of stockholders entitled to receive such distribution. In any case in
          which this paragraph (iv) is applicable, paragraph (iii) of this
          Section 5.8(a) shall not be applicable.

                     (v)    Cash Distributions. In case the Company shall, by
     dividend or otherwise, distribute to all holders of its Berkshire Common
     Stock cash (excluding any cash that is distributed in a Reorganization
     Event to which Section 5.8(b) applies or as part of a distribution referred
     to in paragraph (iv) or (vii) of this Section 5.8(a)) in an aggregate
     amount that, combined together with (x) the aggregate amount of any other
     distributions to all holders of its Berkshire Common Stock made exclusively
     in cash within the 12 months preceding the date of payment of such
     distribution and in respect of which no adjustment pursuant to this
     paragraph (v) or paragraph (vi) of this Section 5.8(a) has been made and
     (y) the aggregate of any cash plus the fair market value as of the date of
     the expiration of any tender or exchange offer referred to in paragraph
     (vi) (as determined by the Board of Directors, whose determination shall be
     conclusive) of consideration paid in respect of any tender or exchange
     offer by the Company or any of its subsidiaries for all or any portion of
     the Berkshire Common Stock concluded within the 12 months preceding the
     date of payment of such distribution and in respect of which no adjustment
     pursuant to this paragraph (v) or paragraph (vi) of this Section 5.8(a) has
     been made, exceeds 5% of the sum of (x) the product of the Closing Price of
     the Berkshire Class A Common Stock on the date for the determination of
     holders of shares of Berkshire Common Stock entitled to receive such
     distribution times the number of shares of Berkshire Class A Common Stock
     outstanding on such date plus (y) the product of the Closing Price of the
     Berkshire Class B Common Stock on the date for the determination of holders
     of shares of Berkshire Common Stock entitled to receive such distribution
     times the number of shares of Berkshire Class B Common Stock outstanding on
     such date (such excess being referred to herein as the "Excess Tender and
     Cash Amount"), then, and in each such case, immediately prior to the
     opening of business on the day after the date fixed for the determination
     of holders of shares of Berkshire Common Stock entitled to receive such
     distribution, the Class A Exchange Ratio shall be increased so that the
     same shall equal the number determined by dividing the Class A Exchange
     Ratio in effect immediately prior to the close of business on the date
     fixed for determination of the stockholders entitled to receive such
     distribution by a fraction

                            (1)  the numerator of which shall be equal to the
          difference of (x) the sum of (i) the product of the Closing Price of
          Berkshire Class A Common Stock on the date for the determination of
          holders of shares of Berkshire Common Stock entitled to receive such
          distribution multiplied by the number of shares of Berkshire Class A
          Common Stock outstanding on such determination date plus (ii) the
          product of the Closing Price of Berkshire Class B Common Stock on such
          determination date multiplied by the number of shares of Berkshire
          Class B Common Stock outstanding on such determination date minus (y)
          the Excess Tender and Cash Amount, and

                                     - 47 -



                            (2)  the denominator of which shall be equal to the
          sum of (x) the product of (i) the Closing Price of Berkshire Class A
          Common Stock on such date of determination multiplied by (ii) the
          number of shares of Berkshire Class A Common Stock outstanding on such
          determination date plus (y) the product of (i) the Closing Price of
          Berkshire Class B Common Stock on such determination date multiplied
          by (ii) the number of shares of Berkshire Class B Common Stock
          outstanding on such determination date.

                     (vi)   Tender Offers. In case a tender or exchange offer
     made by the Company or any subsidiary of the Company for all or any portion
     of the Berkshire Common Stock shall expire and such tender or exchange
     offer (as amended upon the expiration thereof) shall require the payment to
     stockholders (based on the acceptance (up to any maximum specified in the
     terms of the tender or exchange offer) of Purchased Shares (as defined
     below)) of an aggregate consideration having a fair market value (as
     determined by the Board of Directors, whose determination shall be
     conclusive) that combined together with (x) the aggregate of the cash plus
     the fair market value (as determined by the Board of Directors, whose
     determination shall be conclusive), as of the expiration of such tender or
     exchange offer, of consideration paid in respect of any other tender or
     exchange offer, by the Company or any subsidiary of the Company for all or
     any portion of the Berkshire Common Stock expiring within the 12 months
     preceding the expiration of such tender or exchange offer and in respect of
     which no adjustment pursuant to paragraph (v) of this Section 5.8(a) or
     this paragraph (vi) has been made and (y) the aggregate amount of any
     distributions to all holders of the Company's Berkshire Common Stock made
     exclusively in cash within the 12 months preceding the expiration of such
     tender or exchange offer (excluding any cash that is distributed in a
     Reorganization Event to which Section 5.8(b) applies or as part of a
     distribution referred to in paragraph (iv) or (vii) of this Section 5.8(a),
     and in respect of which no adjustment pursuant to paragraph (v) of this
     Section 5.8(a) or this paragraph (vi) has been made) (such fair market
     value of the payment to stockholders of Purchased Shares together with the
     amounts stated in clauses (x) and (y) above, the "Tender and Cash Amount")
     exceeds 5% of the sum of (x) the product of the Current Market Price of
     Berkshire Class A Common Stock times the number of shares of Berkshire
     Class A Common Stock outstanding (including any tendered shares) as of the
     last time (the "Expiration Time for Tenders") tenders could have been made
     pursuant to such tender or exchange offer (as it may be amended) on the
     Expiration Time for Tenders plus (y) the product of the Current Market
     Price of Berkshire Class B Common Stock times the number of shares of
     Berkshire Class B Common Stock outstanding (including any tendered shares)
     as of the Expiration Time for Tenders, then, and in each such case,
     immediately prior to the opening of business on the day after the date of
     the Expiration Time for Tenders, the Class A Exchange Ratio shall be
     adjusted so that the same shall equal the number determined by dividing the
     Class A Exchange Ratio immediately prior to the close of business on the
     date of the Expiration Time for Tenders by a fraction

                            (1)  the numerator of which shall be equal to the
          difference of (x) the sum of (i) the product of the Current Market
          Price of Berkshire Class A Common Stock determined on the date of the
          Expiration Time for Tenders times the number of shares of Berkshire
          Class A Common Stock outstanding (including any

                                     - 48 -



          tendered shares) on the Expiration Time for Tenders plus (ii) the
          product of the Current Market Price of Berkshire Class B Common Stock
          determined on the date of the Expiration Time for Tenders times the
          number of shares of Berkshire Class B Common Stock outstanding
          (including any tendered shares) on the Expiration Time for Tenders
          minus (y) the Tender and Cash Amount, and

                            (2)  the denominator of which shall be equal to the
          sum of (x) the product of (i) the Current Market Price of Berkshire
          Class A Common Stock determined on the date of the Expiration Time for
          Tenders times (ii) the number of shares of Berkshire Class A Common
          Stock outstanding (including any tendered shares) as of the Expiration
          Time for Tenders minus the number of shares of Berkshire Class A
          Common Stock validly tendered and not withdrawn as of the Expiration
          Time for Tenders plus (y) the product of (i) the Current Market Price
          of Berkshire Class B Common Stock determined on the date of the
          Expiration Time for Tenders times (ii) the number of shares of
          Berkshire Class B Common Stock outstanding (including any tendered
          shares) as of the Expiration Time for Tenders minus the number of
          shares of Berkshire Class B Common Stock validly tendered and not
          withdrawn as of the Expiration Time for Tenders.

     Shares deemed accepted up to any maximum specified in the terms of the
     tender or exchange offer are referred to herein as the "Purchased Shares."

                     (vii)  Distribution of Subsidiary Common Stock. In case the
     Company distributes shares of Subsidiary Common Stock to holders of
     Berkshire Common Stock (but excluding any distributions of evidences of
     indebtedness or assets referred to in paragraph (iv) of this Section
     5.8(a)), the Class A Exchange Ratio in effect on the opening of business on
     the eleventh Trading Day immediately following the date of such
     distribution shall be adjusted so as to equal the number determined by
     dividing the Class A Exchange Ratio by a fraction,

                            (1)  the numerator of which shall be the Current
          Market Price of Berkshire Class A Common Stock determined on such
          eleventh Trading Day, and

                            (2)  the denominator of which shall be the sum of
          (x) the amount computed in clause (1) plus (y) the Current Subsidiary
          Market Price multiplied by the number of full shares (if any) of
          Subsidiary Common Stock distributed with respect to one share of
          Berkshire Class A Common Stock plus (z) the cash (if any) distributed
          with respect to one share of Berkshire Class A Common Stock.

     In any case in which this paragraph (vii) is applicable, paragraph (iv) of
     this Section 5.8(a) shall not be applicable.

                     (viii) Reclassification. The reclassification of Berkshire
     Common Stock into securities including securities other than Berkshire
     Common Stock (other than any reclassification upon a Reorganization Event
     to which Section 5.8(b) applies) shall be deemed to involve (i) a
     distribution of such securities other than Berkshire Common

                                     - 49 -



     Stock to all holders of Berkshire Common Stock (and the effective date of
     such reclassification shall be deemed to be "the date fixed for the
     determination of stockholders entitled to receive such distribution" and
     the "date fixed for such determination" within the meaning of paragraph
     (iv) of this Section 5.8(a)), and (ii) a subdivision, split or combination,
     as the case may be, of the number of shares of Berkshire Common Stock
     outstanding immediately prior to such reclassification into the number of
     shares of Berkshire Common Stock outstanding immediately thereafter (and
     the effective date of such reclassification shall be deemed to be "the day
     upon which such subdivision or split becomes effective" or "the day upon
     which such combination becomes effective," as the case may be, and "the day
     upon which such subdivision, split or combination becomes effective" within
     the meaning of paragraph (ii) of this Section 5.8(a)).

                     (ix)   Calculation of Adjustments. All adjustments to the
     Class A Exchange Ratio shall be calculated to the nearest 1/10,000th of a
     share of Berkshire Class A Common Stock (or if there is not a nearest
     1/10,000th of a share to the next lower 1/10,000th of a share). No
     adjustment in the Class A Exchange Ratio shall be required unless such
     adjustment would require an increase or decrease of at least one percent
     therein; provided, that any adjustments which by reason of this
     subparagraph are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment. Whenever the Class A Exchange
     Ratio is adjusted as provided herein, the Class B Exchange Ratio shall be
     adjusted to equal that number which is 30 times the Class A Exchange Ratio.

             (b)     Adjustment for Consolidation, Merger or Other
Reorganization Event.

                     (i)    In the event of

                            (1)  any consolidation or merger of the Company with
          or into another Person (other than a merger or consolidation in which
          the Company is the continuing corporation and in which the Berkshire
          Common Stock outstanding immediately prior to the merger or
          consolidation is not exchanged for cash, securities or other property
          of the Company or another corporation),

                            (2)  any sale, transfer, lease or conveyance to
          another Person of the property of the Company as an entirety or
          substantially as an entirety,

                            (3)  any statutory exchange of securities of the
          Company with another Person (other than in connection with a merger or
          acquisition), or

                            (4)  any liquidation, dissolution or winding up of
          the Company other than as a result of or after the occurrence of a
          Required Acceleration Event

     (any such event, a "Reorganization Event"), each share of Berkshire Common
     Stock covered by each Underlying Warrant forming a part of a Unit
     immediately prior to such Reorganization Event shall, after such
     Reorganization Event, be converted for purposes of the Underlying Warrant
     into the kind and amount of securities, cash and other property receivable
     in such Reorganization Event (without any interest thereon, and without any

                                     - 50 -



     right to dividends or distributions thereon which have a record date that
     is prior to the Underlying Warrant Maturity Date) per share of Berkshire
     Common Stock by a holder of Berkshire Common Stock that (i) is not a Person
     with which the Company consolidated or into which the Company merged or
     which merged into the Company or to which such sale or transfer was made,
     as the case may be (any such Person, a "Constituent Person"), or an
     Affiliate of a Constituent Person to the extent such Reorganization Event
     provides for different treatment of Berkshire Common Stock held by
     Affiliates of the Company and non-Affiliates, and (ii) failed to exercise
     his rights of election, if any, as to the kind or amount of securities,
     cash and other property receivable upon such Reorganization Event (provided
     that if the kind or amount of securities, cash and other property
     receivable upon such Reorganization Event is not the same for each share of
     Berkshire Common Stock (ignoring for this purpose differences that are
     mandated by the proportional relationship between Berkshire Class A Common
     Stock and Berkshire Class B Common Stock) held immediately prior to such
     Reorganization Event by other than a Constituent Person or an Affiliate
     thereof and in respect of which such rights of election shall not have been
     exercised ("Non-electing Share"), then for the purpose of this Section the
     kind and amount of securities, cash and other property receivable upon such
     Reorganization Event by each Non-electing Share shall be deemed to be the
     kind and amount so receivable per share by a plurality of the Non-electing
     Shares). On the Underlying Warrant Maturity Date, the Class A Exchange
     Ratio then in effect will be applied for determining the amount of such
     securities, cash or other property to which a Holder of an Underlying
     Warrant is entitled upon exercise, provided that cash will be paid in lieu
     of any fractional shares or units of securities or property not divisible
     into appropriate fractional amounts.

                     (ii)   In the event of such a Reorganization Event, the
     Person formed by such consolidation, merger or exchange or the Person which
     acquires the assets of the Company or, in the event of a liquidation or
     dissolution of the Company, the Company or a liquidating trust created in
     connection therewith, shall execute and deliver to the SQUARZ Agent an
     agreement supplemental hereto providing that the Holder of each Unit shall
     have the rights provided by this Section 5.8, and the Company shall not be
     a party to a Reorganization Event in the absence of such a supplemental
     agreement. Such supplemental agreement shall provide for adjustments which,
     for events subsequent to the effective date of such supplemental agreement,
     shall be as nearly equivalent as may be practicable to the adjustments
     provided for in this Section. The above provisions of this Section shall
     similarly apply to successive Reorganization Events.

     Section 5.9     NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

             (a)     Whenever the Class A Exchange Ratio and Class B Exchange
Ratio is adjusted as herein provided, the Company shall:

                     (i)    forthwith compute the Class A Exchange Ratio and
     Class B Exchange Ratio in accordance with Section 5.8 and prepare and
     transmit to the SQUARZ Agent an Officer's Certificate setting forth the
     adjusted Class A Exchange Ratio and Class B Exchange Ratio, the method of
     calculation thereof in reasonable detail, and the facts requiring such
     adjustment and upon which such adjustment is based; and

                                     - 51 -



                     (ii)   as soon as practicable following the occurrence of
     an event that requires an adjustment to the Class A Exchange Ratio and
     Class B Exchange Ratio pursuant to Section 5.8 (or if the Company is not
     aware of such occurrence, as soon as practicable after becoming so aware),
     provide a written notice to the Holders of the Units of the occurrence of
     such event and a statement in reasonable detail setting forth the method by
     which the adjustment to the Class A Exchange Ratio and Class B Exchange
     Ratio was determined and setting forth the adjusted Class A Exchange Ratio
     and Class B Exchange Ratio.

              (b)    The SQUARZ Agent shall not at any time be under any duty or
responsibility to any Holder of Units to determine whether any facts exist which
may require any adjustment of the Class A Exchange Ratio and Class B Exchange
Ratio, or with respect to the nature or extent or calculation of any such
adjustment when made, or with respect to the method employed in making the same.
The SQUARZ Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Berkshire Common Stock, or of any
securities or property, that may at the time be issued or delivered with respect
to any SQUARZ or Stripped SQUARZ; and the SQUARZ Agent makes no representation
with respect thereto. The SQUARZ Agent shall not be responsible for any failure
of the Company to issue, transfer or deliver any shares of Berkshire Common
Stock pursuant to a SQUARZ or Stripped SQUARZ or to comply with any of the
duties, responsibilities or covenants of the Company contained in this Article.

     Section 5.10    Charges and Taxes. The Company will pay all stock transfer
and similar taxes attributable to the initial issuance and delivery of the
shares of Berkshire Common Stock pursuant to the exercise of the Underlying
Warrants; provided, that the Company shall not be required to pay any such tax
or taxes which may be payable in respect of any exchange of or substitution for
a Certificate evidencing a Unit or any issuance of a share of Berkshire Common
Stock in a name other than that of the registered Holder of a Certificate
surrendered in respect of the Units evidenced thereby, other than in the name of
the SQUARZ Agent, as custodian for such Holder, and the Company shall not be
required to issue or deliver such share certificates or Certificates unless and
until the Person or Persons requesting the transfer or issuance thereof shall
have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

     Section 5.11    Reservation of Shares. The Company has authorized and will
reserve for issuance the maximum number of shares of Berkshire Common Stock
issuable upon the exercise of all outstanding Underlying Warrants. Such shares
of Berkshire Common Stock, when issued and paid for in accordance with the
provisions of this Agreement, will be duly and validly issued, fully paid and
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests.

     Section 5.12    REQUIRED ACCELERATION EVENT; NOTICE.

             (a)     For purposes of determining whether a Required Acceleration
Event has occurred due to the market value of a SQUARZ being less than 95% of
its underlying value (each, as more specifically set forth in the definition of
Required Acceleration Event), neither the Company nor the SQUARZ Agent shall
have any obligation to determine such market value or

                                     - 52 -



underlying value unless and until requested in writing by a holder of SQUARZ to
determine such amounts; provided, however, that the SQUARZ Agent shall thereupon
calculate the market value and underlying value, as required, beginning on the
first Trading Day following receipt of such notice, provided, further that the
SQUARZ Agent shall cease performing such calculation on the first Trading Day on
which the market value of the SQUARZ exceeds 95% or more of its underlying value
and shall not be required to recommence such calculation until a new notice is
received in writing from a holder of SQUARZ.

             (b)     If a Required Acceleration Event occurs, the Company will
cause written notice thereof to be given to the Holders as soon as reasonably
practicable, but in no event more than 5 Business Days after such Required
Acceleration Event has occurred. Such notice will state that a Required
Acceleration Event has occurred and that the Underlying Warrants will expire on
the 30th day following the giving of notice by the Company that a Required
Acceleration Event has occurred (the "Underlying Warrant Early Expiration Date")
or on the Underlying Warrant Maturity Date, whichever is earlier.

             (c)     The Underlying Warrants shall terminate without the
necessity of any notice or action by any Holder, on the Underlying Warrant Early
Expiration Date. Upon and after the Underlying Warrant Early Expiration Date,
each unexercised SQUARZ shall thereafter represent a Note and an Initial Pledged
Treasuries Interest, and each unexercised Stripped SQUARZ shall thereafter
represent a Substitute Pledged Treasuries Interest and an Initial Pledged
Treasuries Interest, in each case until released in accordance with the
provisions of the Pledge Agreement. Following the Underlying Warrant Early
Expiration Date, the SQUARZ Agent will sell (or will instruct the Collateral
Agent to sell) the remaining Initial Pledged Treasuries and Substitute Pledged
Treasuries, and the SQUARZ Agent shall distribute the net sale proceeds from the
Substitute Pledged Treasuries to the holders of the Stripped SQUARZ and the net
sale proceeds from the Initial Pledged Treasuries to the holders of Units, in
each case, on a pro rata basis as soon as practicable following the Underlying
Warrant Early Expiration Date.

     Section 5.13    CANCELLATION OF UNDERLYING WARRANTS.

             (a)     Each Holder of a SQUARZ shall have the right, on each
Scheduled Repurchase Date, provided the Pledged Note is concurrently therewith
properly Put in accordance with the terms of the Indenture, to cancel the
Underlying Warrant comprising such SQUARZ by notice to the SQUARZ Agent no later
than 5:00 p.m. New York City time on the Business Day prior to the Scheduled
Repurchase Date (in which case the Holder shall also simultaneously pay to the
SQUARZ Agent, for the benefit of the Company, in cash, the Underlying Warrant
Installment Payment due on such Scheduled Repurchase Date).

             (b)     If there has been a default by the Company in the payment
of interest on the Notes, each Holder shall have the option to cancel its
Underlying Warrants, effective on the date of such defaulted interest payment,
by notice to the SQUARZ Agent within five Business Days of such default (in
which case such Holder will not be obligated to make any further Underlying
Warrant Installment Payments due on or after the Underlying Warrant Cancellation
Date). If a Holder of SQUARZ does not wish to cancel its Underlying Warrants
such Holder shall, within five Business Days of such default, convert such
SQUARZ to a Stripped SQUARZ

                                     - 53 -



as provided herein; provided, that failure to convert shall be deemed to be an
exercise of such Holder's option to cancel its Underlying Warrants.

             (c)     Upon the occurrence of a Bankruptcy Event, all Underlying
Warrants shall immediately and automatically, without need for any action by the
Holder, the SQUARZ Agent or the Company, be cancelled (in which case such Holder
will not be obligated to make any further Underlying Warrant Installment
Payments due on or after the Underlying Warrant Cancellation Date, whether or
not otherwise accrued as of such date).

             (d)     Upon the cancellation of an Underlying Warrant, the Holder
thereof shall no longer be required to make Underlying Warrant Installment
Payments, and the Collateral shall be returned to the Holders in accordance with
the provisions of the Pledge Agreement. Other than for the deemed cancellation
upon a Bankruptcy Event, if a Holder cancels a number of Units that is not an
integral multiple of 80, the SQUARZ Agent will instruct the Collateral Agent to
distribute to such Holder Notes constituting a part of such Units and any
Initial Pledged Treasuries and/or Substitute Pledged Treasuries constituting a
part of such Units, in integral multiples of $1,000 face amount; provided,
however, that the Collateral Agent will retain the remainder of such Initial
Pledged Treasuries and Substitute Pledged Treasuries for such Holder's benefit
(free of the Pledge to the Company) and distribute to such holder the proceeds
thereof as they mature. Upon the occurrence of a Bankruptcy Event, subject to
the approval of the bankruptcy court, if required, Notes will be returned to
Holders of SQUARZ and Initial Pledged Treasuries and Substitute Pledged
Treasuries will be sold by the SQUARZ Agent, with the proceeds from the
Substitute Pledged Treasuries to be distributed pro rata to the Holders of the
Stripped SQUARZ and the proceeds from the Initial Pledged Treasures to be
distributed pro rata to the Holders of Units.

             (e)     Except as set forth in this Section 5.13, Underlying
Warrants may not be cancelled by the Holders of the Units.

     Section 5.14    Reductions in Exercise Price. The Company may make such
reductions in the Underlying Warrant Exercise Price as it considers to be
advisable in order to avoid or diminish any income tax to any holders of shares
of Berkshire Common Stock resulting from any dividend or distribution of stock
or issuance of rights or warrants to purchase or subscribe for stock or from any
event treated as such for income tax purposes or for any other reasons. The
Company shall give at least 15 days notice prior to the date any such reduction
becomes effective, and any such reduction shall remain effective for at least 20
days.

                                    ARTICLE 6
                                   REMARKETING.

     Section 6.1     Engagement of Remarketing Agent. Upon the occurrence of a
Remarketing Event, the Company shall engage a nationally recognized investment
bank (the "Remarketing Agent") pursuant to a Remarketing Agreement substantially
in the form of Exhibit H hereto, to (a) determine the Reset Rate and (b) sell
the Notes (other than the Notes of Holders

                                     - 54 -



that have elected not to participate in the remarketing pursuant to the
procedures set forth in Section 6.3) (together, a "Remarketing").

     Section 6.2     REMARKETING PROCEDURE.

             (a)     The Company shall request, not later than seven nor more
than 15 calendar days prior to the Reset Announcement Date, that the Depositary
notify its participants holding the SQUARZ or the Separate Notes of the Reset
Announcement Date and of the procedures that must be followed if any owner of
SQUARZ or Notes wishes to elect not to participate in the remarketing.

             (b)     On the Reset Announcement Date, (i) the Remarketing Agent
and the Company shall determine the Applicable Benchmark Treasury and the
Remarketing Agent shall determine the Reset Spread and (ii) the Company shall
announce the Reset Spread and the Applicable Benchmark Treasury, and cause a
notice of the Reset Spread and the Applicable Benchmark Treasury to be published
on the Business Day following the Reset Announcement Date by publication in The
Wall Street Journal or another daily newspaper in the English language of
general circulation in New York City.

             (c)     At no later than 10:00 a.m., New York City time, on the
third Business Day immediately preceding the Remarketing Date, the Company and
the SQUARZ Agent shall notify the Remarketing Agent of the aggregate principal
amount of the Notes (including Pledged Notes and Separate Notes) that will
participate in the remarketing (the "Participating Notes"), and the Company
shall also give a written notice to the Remarketing Agent as to whether or not
there is any limitation under applicable law on the Reset Rate on the Notes,
and, if so, the maximum permissible Reset Rate. On the Business Day immediately
preceding the Remarketing Date, the Collateral Agent and the SQUARZ Agent,
pursuant to the terms of the Pledge Agreement, will deliver to the Remarketing
Agent all Notes to be remarketed.

             (d)     Subject to the terms and conditions set forth in the
Remarketing Agreement, on the Remarketing Date, the Remarketing Agent shall use
commercially reasonable efforts to remarket the Participating Notes with an
interest rate equal to the Reset Rate at a price equal to 100.125% of the
principal amount of such Notes, plus any accrued and unpaid interest. If, by
4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent is
unable to remarket all of the Participating Notes at a price of at least 100% of
the principal amount of such Notes, plus any accrued and unpaid interest, a
"Failed Remarketing" will have occurred.

             (e)     In the event of a Successful Remarketing:

                     (i)    By approximately 4:30 p.m., New York City time, on
     the Remarketing Date the Remarketing Agent will advise:

                            (1)  the Depositary, the Indenture Trustee, the
          SQUARZ Agent and the Company of the Reset Rate determined in the
          Remarketing and the number of Notes sold in the Remarketing;

                                     - 55 -



                            (2)  each Person purchasing Notes in the
          Remarketing, or the appropriate Clearing Agency Participant, of the
          Reset Rate (if applicable) and the number of Notes such Person is to
          purchase; and

                            (3)  each purchaser of Notes to give instructions to
          its Clearing Agency Participant to pay the purchase price on the
          settlement date in same day funds against delivery of the Notes
          purchased through the facilities of the Depositary; and

     The proceeds from a Successful Remarketing shall initially be paid to the
     SQUARZ Agent, to be further paid to the Collateral Agent (to the extent
     such Notes were Pledged), or paid to Holders of Separate Notes.

             (f)     In the event of a Failed Remarketing:

                     (i)    the SQUARZ Agent will give notice of the Failed
     Remarketing to the Company and all Holders of Notes and SQUARZ in a manner
     consistent with Section 2.9 prior to the close of business on the Business
     Day following the Remarketing Date; and

                     (ii)   the Remarketing Agent shall promptly return the
     Participating Notes included in such Failed Remarketing to the SQUARZ
     Agent, to be further returned by the SQUARZ Agent to their Holders, and in
     the case of the Pledged Notes, to the Collateral Agent.

     Section 6.3     ELECTIONS BY HOLDERS.

             (a)     Holders of the SQUARZ or Separate Notes may, by delivery of
a completed and executed Remarketing Election Form to the SQUARZ Agent no later
than 5:00 p.m., New York City time, on the fifth Business Day immediately
preceding the Remarketing Date, elect not to participate in the Remarketing. Any
such notice will be irrevocable and may not be conditioned upon the level at
which the Reset Rate is established in the Remarketing. Holders of SQUARZ or
Separate Notes who have not delivered such a form will be deemed to have agreed
to participate in the Remarketing. Holders of SQUARZ will be deemed to have
elected to participate in an Acceleration Event Remarketing unless they have
tendered on or prior to the fifth Business Day preceding the Remarketing Date
cash in an amount equal to the interest on the Pledged Notes that has accrued or
will accrue up to (but excluding) the Underlying Warrant Early Expiration Date.

             (b)     Holders of SQUARZ participating in the Remarketing may
provide notice by the fifth Business Day preceding the Remarketing Date
indicating that they intend to exercise Underlying Warrants in connection with
such Remarketing and that they wish the proceeds of a Successful Remarketing (or
the proceeds of the Put of their Notes upon a Failed Remarketing pursuant to
Section 5.5(a)(iii)) to be applied to the Underlying Warrant Exercise Price.
Holders of SQUARZ electing to apply the proceeds of a Successful Remarketing to
the Underlying Warrant Exercise Price must also designate that upon a Failed
Remarketing they will Put their Notes and apply the proceeds to the Underlying
Warrant Exercise Price. If a Holder of SQUARZ has given notice of exercise of an
Underlying Warrant and has requested that the

                                     - 56 -



Remarketing proceeds be applied to the Underlying Warrant Exercise Price, any
excess net proceeds will be distributed to the Holder. If a Holder of a SQUARZ
participating in the Remarketing does not elect to exercise the Underlying
Warrant, the proceeds from a remarketed Note (net of any payment on the Note,
exclusive of payment of principal of the Note, that may be applied to the
payment of the Underlying Warrant Installment Payment due hereunder) will be
distributed to that Holder.

     Section 6.4     OTHER AGREEMENTS.

             (a)     The right of a Holder to have Notes sold in a Remarketing
is limited to the extent that (i) the Remarketing Agent conducts a Remarketing
on the Remarketing Date pursuant to the terms of this Agreement and the
Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or
purchasers for the Notes at a Reset Rate that results in a Successful
Remarketing, and (iii) such purchaser or purchasers deliver the purchase price
therefor to the Remarketing Agent as and when required.

             (b)     The Company will pay for all costs and expenses incurred in
connection with the Remarketing, including the fee paid to the Remarketing
Agent.

                                    ARTICLE 7
                                THE SQUARZ AGENT

     Section 7.1     CERTAIN DUTIES, RIGHTS AND IMMUNITIES.

             (a)     The SQUARZ Agent shall act as agent for the Holders of the
Units hereunder with such powers as are specifically vested in the SQUARZ Agent
by the terms of this Agreement, the Pledge Agreement, the Indenture, the
Remarketing Agreement (when executed), the Notes and the Units, and any
documents evidencing thereof or related thereto (the "Transaction Documents"),
together with such other powers as are reasonably incidental thereto. The SQUARZ
Agent:

                     (i)    shall have no duties or responsibilities except
     those expressly set forth in the Transaction Documents and no implied
     covenants or obligations shall be inferred from any Transaction Documents
     against the SQUARZ Agent, nor shall the SQUARZ Agent be bound by the
     provisions of any agreement by any party hereto beyond the specific terms
     hereof;

                     (ii)   shall be entitled conclusively to rely upon (x) any
     certification, order, judgment, opinion, notice or other communication
     (including, without limitation, any thereof by telephone or facsimile)
     reasonably believed by it to be genuine and correct and to have been signed
     or sent by or on behalf of the proper Person or Persons (without being
     required to determine the correctness of any fact stated therein), and (y)
     the truth of the statements and the correctness of the opinions expressed
     therein, and (z) advice and statements of legal counsel and other experts
     selected by the SQUARZ Agent;

                                     - 57 -



                     (iii)  as to any matters not expressly provided for by any
     Transaction Document, shall in all cases be fully protected in acting, or
     in refraining from acting, hereunder or thereunder in accordance with
     instructions given by the Company or the Holders in accordance with the
     Transaction Documents;

                     (iv)   shall not be responsible for any recitals contained
     in any Transaction Document, or in any certificate or other document
     referred to or provided for in, or received by it under, any Transaction
     Document or the Units, or for the value, validity, effectiveness,
     genuineness, enforceability or sufficiency of any Transaction Document
     (other than as against the SQUARZ Agent) or the Units or any other document
     referred to or provided for herein or therein or for any failure by the
     Company, any Holder or any other Person (except the SQUARZ Agent) to
     perform any of its obligations hereunder or thereunder or for the
     perfection, priority or, except as expressly required hereby, existence,
     validity, perfection or maintenance of any security interest created under
     the Pledge Agreement, or for the use or application by the Company of the
     proceeds in respect of the SQUARZ or the Stripped SQUARZ;

                     (v)    shall not be required to initiate or conduct any
     litigation or collection proceedings hereunder;

                     (vi)   shall not be responsible for any action taken or
     omitted to be taken by it hereunder or under any other document or
     instrument referred to or provided for herein or in connection herewith or
     therewith, except for its own gross negligence, bad faith or willful
     misconduct; and

                     (vii)  shall not be required to advise any party as to
     selling or retaining, or taking or refraining from taking any action with
     respect to, the Units or other rights under any Transaction Document.

             (b)     No provision of any Transaction Document shall be construed
to relieve the SQUARZ Agent from liability for its own grossly negligent action,
its own grossly negligent failure to act, or its own willful misconduct, except
that:

                     (i)    this paragraph (b) shall not be construed to limit
     the effect of paragraph (a) of this Section 7.1;

                     (ii)   the SQUARZ Agent shall not be liable for any error
     of judgment made in good faith by a Responsible Officer, unless it shall be
     proved that the SQUARZ Agent was grossly negligent in ascertaining the
     pertinent facts; and

                     (iii)  in no event shall the SQUARZ Agent be required to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder.

             (c)     In no event shall the SQUARZ Agent or its officers,
employees or agents be liable for any special, indirect, individual, punitive or
consequential damages, lost profits or loss of business, arising in connection
with any Transaction Document, whether or not the likelihood of such loss or
damage was known to the SQUARZ Agent, incurred without any act

                                     - 58 -



or deed that is found to be attributable to gross negligence, bad faith or
willful misconduct on the part of the SQUARZ Agent.

             (d)     Whether or not therein expressly so provided, every
provision of every Transaction Document relating to the conduct or affecting the
liability of or affording protection to the SQUARZ Agent shall be subject to the
provisions of this Section 7.1.

             (e)     The SQUARZ Agent is authorized to execute and deliver the
Pledge Agreement and a Remarketing Agreement and any supplement thereto in its
capacity as SQUARZ Agent.

             (f)     The SQUARZ Agent shall have no liability whatsoever for the
action or inaction of any Clearing Agency or any book-entry system thereof. In
no event shall any Clearing Agency or any book-entry system thereof be deemed an
agent or subcustodian of the SQUARZ Agent.

             (g)     The SQUARZ Agent shall not be responsible or liable for any
failure or delay in the performance of its obligations under any Transaction
Document arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fires; floods; wars; civil or military disturbances; sabotage;
epidemics; riots; interruptions, loss or malfunctions of utilities, computer
(hardware or software) or communications service; accidents; labor disputes;
acts of civil or military authority; governmental actions; or inability to
obtain labor, material, equipment or transportation.

     Section 7.2     Notice Of Default. Within 90 days after the occurrence of
any default by the Company hereunder of which a Responsible Officer of the
SQUARZ Agent has actual knowledge, the SQUARZ Agent shall transmit by mail to
the Company and the Holders of Units, as their names and addresses appear in the
Register, notice of such default hereunder, unless such default shall have been
cured or waived.

     Section 7.3     CERTAIN RIGHTS OF AGENT.

              Subject to the provisions of Section 7.1:

             (a)     any request or direction of the Company mentioned herein
shall be sufficiently evidenced by an Officer's Certificate, Company Order or
Company Request, and any resolution of the Board of Directors of the Company may
be sufficiently evidenced by a Board Resolution;

             (b)     whenever in the administration of this Agreement the SQUARZ
Agent shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the SQUARZ Agent (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officer's Certificate of the Company;

             (c)     the SQUARZ Agent may consult with counsel of its selection
and the written advice of such counsel or any Opinion of Counsel shall be full
and complete

                                     - 59 -



authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

             (d)     the SQUARZ Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the SQUARZ Agent, in its discretion, may make reasonable further
inquiry or investigation into such facts or matters related to the execution,
delivery and performance of the SQUARZ and the Stripped SQUARZ as it may see
fit, and, if the SQUARZ Agent shall determine to make such further inquiry or
investigation, it shall be given a reasonable opportunity to examine the books,
records and premises of the Company, personally or by agent or attorney;

             (e)     the SQUARZ Agent may execute any of the powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or an Affiliate of the SQUARZ Agent and the SQUARZ Agent shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney or an Affiliate appointed with due care by it hereunder;

             (f)     the SQUARZ Agent shall not be deemed to have notice of any
default or event of default unless a Responsible Officer of the SQUARZ Agent has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the SQUARZ Agent at the Corporate Trust Office of
the SQUARZ Agent, and such notice references the Units or this Agreement;

             (g)     the rights, privileges, protections, immunities and
benefits given to the SQUARZ Agent, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the SQUARZ Agent
in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder; and

             (h)     the SQUARZ Agent may request that the Company deliver an
Officer's Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Agreement, which Officer's Certificate may be signed by any person authorized to
sign an Officer's Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

     Section 7.4     NOT RESPONSIBLE FOR RECITALS, ETC.

          The recitals contained herein and in the Certificates shall be taken
as the statements of the Company.

     Section 7.5     MAY HOLD UNITS AND OTHER DEALINGS.

          Any Registrar or any other agent of the Company, or the SQUARZ Agent
and its Affiliates, in their individual or any other capacity, may become the
owner or pledgee of Units and may otherwise deal with the Company, the
Collateral Agent or any other Person with the same rights it would have if it
were not Registrar or such other agent, or the SQUARZ Agent. The SQUARZ Agent
and its Affiliates may (without having to account therefor to the Company

                                     - 60 -



or any Holder of Units or holder of Separate Notes) accept deposits from, lend
money to, make investments in and generally engage in any kind of banking, trust
or other business with the Company, any Holder of Units and any holder of
Separate Notes (and any of their respective subsidiaries or Affiliates) as if it
were not acting as the SQUARZ Agent and the SQUARZ Agent and their Affiliates
may accept fees and other consideration from the Company, any Holder of Units or
any holder of Separate Notes without having to account for the same to any such
Person.

     Section 7.6     MONEY HELD IN CUSTODY.

          Money held by the SQUARZ Agent in custody hereunder need not be
segregated from the SQUARZ Agent's other funds except to the extent required by
law or provided herein. The SQUARZ Agent shall be under no obligation to invest
or pay interest on any money received by it hereunder except as otherwise agreed
in writing with the Company.

     Section 7.7     COMPENSATION AND REIMBURSEMENT.

             (a)     The Company agrees:

                     (i)    to pay to the SQUARZ Agent from time to time such
     compensation as shall be agreed in writing between the Company and the
     SQUARZ Agent for all services rendered by it hereunder (which compensation
     shall not be limited by any provision of law in regard to the compensation
     of a trustee of an express trust);

                     (ii)   except as otherwise expressly provided herein, to
     reimburse the SQUARZ Agent upon its request for all reasonable expenses,
     disbursements and advances incurred or made by the SQUARZ Agent in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel),
     except any such expense, disbursement or advance as may be attributable to
     its gross negligence, willful misconduct, or bad faith; and

                     (iii)  to indemnify the SQUARZ Agent and any predecessor
     SQUARZ Agent for, and to hold it harmless against, any and all losses,
     liabilities or reasonable out-of-pocket expenses incurred without gross
     negligence, willful misconduct or bad faith on its part, arising out of or
     in connection with the acceptance or administration of its duties under the
     Transaction Documents, including the costs and expenses (including
     reasonable fees and expenses of counsel) of defending itself against any
     claim (whether asserted by the Company, a Holder, or any other Person) or
     liability in connection with the exercise or performance of any of its
     powers or duties under the Transaction Documents. The SQUARZ Agent shall
     promptly notify the Company of any third party claim which may give rise to
     the indemnity hereunder and give the Company the opportunity to participate
     in the defense of such claim with counsel reasonably satisfactory to the
     indemnified party, and no such claim shall be settled without the written
     consent of the Company, which consent shall not be unreasonably withheld.

             (b)     The SQUARZ Agent shall have a lien prior to the SQUARZ as
to all property and funds held by it hereunder for any amount owing to it or any
predecessor SQUARZ

                                     - 61 -



Agent pursuant to this Section 7.7, except with respect to funds held in trust
for the benefit of Holders or any holders of Notes.

             (c)     When the SQUARZ Agent incurs expenses or renders services
in connection with any event specified in Section 5.13, the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

             (d)     The provisions of this Section 7.7 shall survive the
termination of this Agreement.

     Section 7.8     Corporate Agent Required; Eligibility. There shall at all
times be one (and only one) SQUARZ Agent hereunder with respect to the Units,
which may be a SQUARZ Agent or trustee hereunder for Units or securities of one
or more other series. Each SQUARZ Agent shall be a Person that is eligible
pursuant to the TIA to act as such and has a combined capital and surplus of at
least $100,000,000 and has an office in New York, New York. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 7.8 and to the extent permitted by the TIA, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the SQUARZ Agent with respect to the securities of any series shall
cease to be eligible in accordance with the provisions of this Section 7.8, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

     Section 7.9     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

             (a)     No resignation or removal of the SQUARZ Agent and no
appointment of a successor SQUARZ Agent pursuant to this Article shall become
effective until the acceptance of appointment by the successor SQUARZ Agent in
accordance with the applicable requirements of Section 7.10.

             (b)     The SQUARZ Agent may resign at any time by giving written
notice thereof to the Company 60 days prior to the effective date of such
resignation. If an instrument of acceptance by a successor SQUARZ Agent required
by Section 7.10 shall not have been delivered to the SQUARZ Agent within 30 days
after the giving of such notice of resignation, the resigning SQUARZ Agent may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor SQUARZ Agent.

             (c)     The SQUARZ Agent may be removed at any time by Act of the
Holders of a majority in number of the Outstanding Units delivered to the SQUARZ
Agent and the Company. If an instrument of acceptance by a successor SQUARZ
Agent required by Section 7.10 shall not have been delivered to the SQUARZ Agent
within 30 days after the giving of such notice of removal, the SQUARZ Agent
being removed may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor SQUARZ Agent

                                     - 62 -



             (d)     If at any time:

                     (i)    the SQUARZ Agent fails to comply with Section 310(b)
     of the TIA, as if the SQUARZ Agent were an indenture trustee under an
     indenture qualified under the TIA, after written request therefor by the
     Company or by any Holder who has been a bona fide Holder of a Unit for at
     least six months; or

                     (ii)   the SQUARZ Agent shall cease to be eligible under
     Section 7.8 and shall fail to resign after written request therefor by the
     Company or by any such Holder; or

                     (iii)  the SQUARZ Agent shall become incapable of acting or
     shall be adjudged bankrupt or insolvent or a receiver of the SQUARZ Agent
     or of its property shall be appointed or any public officer shall take
     charge or control of the SQUARZ Agent or of its property or affairs for the
     purpose of rehabilitation, conservation or liquidation;

then, in any such case, (x) the Company by a Board Resolution may remove the
SQUARZ Agent, or (y) any Holder who has been a bona fide Holder of a Unit for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the SQUARZ Agent
and the appointment of a successor SQUARZ Agent.

             (e)     If the SQUARZ Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of SQUARZ Agent
for any cause, the Company, by a Board Resolution, shall promptly appoint a
successor SQUARZ Agent and shall comply with the applicable requirements of
Section 7.10. If no successor SQUARZ Agent shall have been so appointed by the
Company and accepted appointment in the manner required by Section 7.10, any
Holder who has been a bona fide Holder of a Unit for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor SQUARZ Agent.

             (f)     The Company shall give, or shall cause such successor
SQUARZ Agent to give, notice of each resignation and each removal of the SQUARZ
Agent and each appointment of a successor SQUARZ Agent by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the applicable Register. Each notice shall include
the name of the successor SQUARZ Agent and the address of its Corporate Trust
Office.

     Section 7.10    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

             (a)     In case of the appointment hereunder of a successor SQUARZ
Agent, every such successor SQUARZ Agent so appointed shall execute, acknowledge
and deliver to the Company and to the retiring SQUARZ Agent an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring SQUARZ Agent shall become effective and such successor SQUARZ Agent,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, agencies and duties of the retiring SQUARZ Agent; but, on the
request of the Company or the successor SQUARZ Agent, such retiring SQUARZ Agent
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor

                                     - 63 -



SQUARZ Agent all the rights, powers and trusts of the retiring SQUARZ Agent and
shall duly assign, transfer and deliver to such successor SQUARZ Agent all
property and money held by such retiring SQUARZ Agent hereunder.

             (b)     Upon request of any such successor SQUARZ Agent, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor SQUARZ Agent all such rights, powers
and agencies referred to in paragraph (a) of this Section 7.10.

             (c)     No successor SQUARZ Agent shall accept its appointment
unless at the time of such acceptance such successor SQUARZ Agent shall be
qualified and eligible under this Article 7.

     Section 7.11    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

          Any corporation into which the SQUARZ Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the SQUARZ Agent shall be a party,
or any corporation succeeding to all or substantially all the corporate trust
business of the SQUARZ Agent, shall be the successor of the SQUARZ Agent
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Certificates shall
have been authenticated and executed on behalf of the Holders, but not
delivered, by the SQUARZ Agent then in office, any successor by merger,
conversion or consolidation to such SQUARZ Agent shall adopt such authentication
and execution and deliver the Certificates so authenticated and executed with
the same effect as if such successor SQUARZ Agent had itself authenticated and
executed such Units.

     Section 7.12    PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

             (a)     The SQUARZ Agent shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders received by the
SQUARZ Agent in its capacity as Registrar.

             (b)     If three or more Holders (herein referred to as
"Applicants") apply in writing to the SQUARZ Agent, and furnish to the SQUARZ
Agent reasonable proof that each such Applicant has owned a Unit for a period of
at least six months preceding the date of such application, and such application
states that the Applicants desire to communicate with other Holders with respect
to their rights under this Agreement or under the Units and is accompanied by a
copy of the form of proxy or other communication which such Applicants propose
to transmit, then the SQUARZ Agent shall mail to all the Holders copies of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the SQUARZ Agent of the materials to be
mailed and of payment, or provision, in the absence of bad faith, satisfactory
to the SQUARZ Agent for the payment, of the reasonable expenses of such mailing.

     Section 7.13    Failure To Act. In the event of any ambiguity in the
provisions of any Transaction Document or any dispute between or conflicting
claims by or among the parties

                                     - 64 -



hereto or any other Person, the SQUARZ Agent shall be entitled, after prompt
notice to the Company and the Holders of Units, at its sole option, to refuse to
comply with any and all such claims, demands or instructions so long as such
dispute or conflict shall continue, and the SQUARZ Agent shall not be or become
liable in any way to any of the parties hereto for its failure or refusal to
comply with such conflicting claims, demands or instructions. The SQUARZ Agent
shall be entitled to refuse to act until either (i) such conflicting or adverse
claims or demands shall have been finally determined by a court of competent
jurisdiction or settled by agreement between the conflicting parties as
evidenced in a writing, reasonably satisfactory to the SQUARZ Agent, or (ii) the
SQUARZ Agent shall have received security or an indemnity reasonably
satisfactory to the SQUARZ Agent sufficient to save the SQUARZ Agent harmless
from and against any and all loss, liability or reasonable out-of-pocket expense
which the SQUARZ Agent may incur by reason of its acting without bad faith,
willful misconduct or gross negligence. The SQUARZ Agent may in addition elect
to commence an interpleader action or seek other judicial relief or orders as
the SQUARZ Agent may deem necessary. Notwithstanding anything contained herein
to the contrary, the SQUARZ Agent shall not be required to take any action that
is in its opinion contrary to law or to the terms of any Transaction Document,
or which would in its opinion subject it or any of its officers, employees or
directors to liability.

     Section 7.14    No Obligations Of Agent. Except to the extent otherwise
provided in this Agreement, the SQUARZ Agent assumes no obligation and shall not
be subject to any liability under this Agreement, the Pledge Agreement or any
SQUARZ or Stripped SQUARZ in respect of the obligations of the Holder of any
Unit thereunder. The Company agrees, and each Holder of a Unit, by such Holder's
acceptance thereof, shall be deemed to have agreed, that the SQUARZ Agent's
execution of the Certificates on behalf of the Holders shall be solely as agent
and attorney-in-fact for the Holders, and that the SQUARZ Agent shall have no
obligation to perform the obligations of such SQUARZ or Stripped SQUARZ on
behalf of the Holders, except to the extent expressly provided in Article 5.

     Section 7.15    TAX COMPLIANCE.

             (a)     The SQUARZ Agent, on its own behalf and on behalf of the
Company, will comply with all applicable certification, information reporting
and withholding (including "backup" withholding) requirements imposed by
applicable tax laws, regulations or administrative practice with respect to (i)
any payments made with respect to the Units or (ii) the issuance, delivery,
holding, transfer, redemption or exercise of rights under the Units. Such
compliance shall include, without limitation, the preparation and timely filing
of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated agent.

             (b)     The SQUARZ Agent shall comply with any reasonable written
direction timely received from the Company with respect to the application of
such requirements to particular payments or Holders or in other particular
circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with the provisions of Section 7.1(a)(ii).

                                     - 65 -



             (c)     The SQUARZ Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.

                                    ARTICLE 8
                             SUPPLEMENTAL AGREEMENTS

     Section 8.1     Supplemental Agreements Without Consent of Holders. Without
the consent of any Holders, the Company and the SQUARZ Agent, at any time and
from time to time, may enter into one or more agreements supplemental hereto, in
form satisfactory to the Company and the SQUARZ Agent, for any of the following
purposes:

                     (i)    to evidence the succession of another Person to the
     Company, and the assumption by any such successor of the covenants of the
     Company herein and in the Certificates; or

                     (ii)   to add to the covenants of the Company for the
     benefit of the Holders, or to surrender any right or power herein conferred
     upon the Company; or

                     (iii)  to evidence and provide for the acceptance of
     appointment hereunder by a successor SQUARZ Agent; or

                     (iv)   to make provision with respect to the rights of
     Holders pursuant to Section 5.8(b); or

                     (v)    to add, amend, or supplement procedures and
     procedural matters by which the transactions contemplated by and other
     actions provided for in this Agreement are effectuated, including forms of
     notices, request, instructions, and the like; or

                     (vi)   to cure any ambiguity or potential ambiguity or to
     correct, amend, or supplement any provisions herein or in the Certificates
     which may be defective or inconsistent with any other provisions herein or
     in the Certificates; or

                     (vii)  to make any other provisions with respect to matters
     or questions arising under this Agreement, provided such action shall not
     adversely affect the interests of the Holders in any material respect.

     Section 8.2     SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

             (a)     With the consent of the Holders of not less than a majority
of the Outstanding Units voting together as one class, (which will constitute an
approving Act of such Holders) delivered to the Company and the SQUARZ Agent,
the Company and the SQUARZ Agent may enter into an agreement or agreements
supplemental hereto for the purpose of modifying in any manner the terms of the
Units, or the provisions of this Agreement or the rights of the Holders in
respect of the Units; provided, that, except as contemplated herein, no such

                                     - 66 -



supplemental agreement shall, without the consent of the Holder of each
Outstanding Unit affected thereby:

                     (i)    change any Underlying Warrant Installment Payment
     Date;

                     (ii)   change the amount or the type of Collateral required
     to be Pledged to secure a Holder's obligations under the Units;

                     (iii)  impair the right of the Holder of any Unit to
     receive distributions on the related Pledged Notes, the Initial Pledged
     Treasuries Interest, or the Substitute Pledged Treasuries Interest, impair
     the right to institute suit for the enforcement of any Underlying Warrant
     or any Note; or otherwise materially and adversely affect the Holder's
     rights in or to such collateral or materially and adversely alter the
     rights in or to such collateral;

                     (iv)   change the exercise dates of any Underlying
     Warrants, except as provided herein;

                     (v)    reduce the number of shares of Berkshire Common
     Stock to be issued upon the exercise of any Underlying Warrant, increase
     the Underlying Warrant Exercise Price, increase the Underlying Warrant
     Installment Payments, change the Underlying Warrant Maturity Date or
     otherwise materially adversely affect the Holder's rights under any Unit;
     or

                     (vi)   reduce the percentage of the Outstanding Units the
     consent of whose Holders is required for any such supplemental agreement;

provided, that if any amendment or proposal referred to above would adversely
affect only the SQUARZ or the Stripped SQUARZ, then only the affected class of
Holder as of the record date for the Holders entitled to vote thereon will be
entitled to vote on such amendment or proposal, and such amendment or proposal
shall not be effective except with the consent of Holders of not less than a
majority of such class.

             (b)     It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental agreement,
but it shall be sufficient if such Act shall approve the substance thereof.

     Section 8.3     Execution of Supplemental Agreements. In executing, or
accepting the additional agencies created by, any supplemental agreement
permitted by this Article or the modifications thereby of the agencies created
by this Agreement, the SQUARZ Agent shall be provided and (subject to Section
7.1) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental agreement is authorized or permitted by
this Agreement. The SQUARZ Agent may, but shall not be obligated to, enter into
any such supplemental agreement which affects the SQUARZ Agent's own rights,
duties or immunities under this Agreement or otherwise.

     Section 8.4     Effect of Supplemental Agreements. Upon the execution of
any supplemental agreement under this Article 8, this Agreement shall be
modified in accordance

                                     - 67 -



therewith, and such supplemental agreement shall form a part of this Agreement
for all purposes; and every Holder of Certificates theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered hereunder shall
be bound thereby.

     Section 8.5     Reference to Supplemental Agreements. Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article 8 may, and
shall if required by the SQUARZ Agent, bear a notation in form approved by the
SQUARZ Agent as to any matter provided for in such supplemental agreement. If
the Company shall so determine, new Certificates so modified as to conform, in
the opinion of the SQUARZ Agent and the Company, to any such supplemental
agreement may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the SQUARZ Agent in exchange
for outstanding Certificates.

                                    ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 9.1     Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Company covenants that it will not (x)
merge with or into or consolidate with any other Person or (y) sell, assign,
transfer, lease or convey all or substantially all of its assets to any Person
or group of affiliated Persons in one transaction or a series of related
transactions other than, with respect to clause (y), a direct or indirect
wholly-owned subsidiary or subsidiaries of the Company, unless

             (a)     the Company shall be the continuing corporation and shall
not, immediately after such merger or consolidation, or such sale, assignment,
transfer, lease or conveyance, be in default in the performance of any covenant
or condition hereunder, under this Agreement, the Remarketing Agreement, or the
Pledge Agreement; or

             (b)     (i) the successor (if other than the Company) or transferee
shall be a Person organized and existing under the laws of the United States of
America, of a State thereof or of the District of Columbia, (ii) such Person
shall expressly assume all the obligations of the Company under this Agreement,
the Remarketing Agreement and the Pledge Agreement, and (iii) such Person shall
not, immediately after such merger or consolidation, or such sale, assignment,
transfer, lease or conveyance, be in default in the performance of any covenant
or condition hereunder, under this Agreement, the Remarketing Agreement, or the
Pledge Agreement.

     Section 9.2     RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

             (a)     In case of any such consolidation, merger, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.1, such successor Person
shall succeed to and be substituted for the Company with the same effect as if
it had been named herein as the Company. Such successor Person thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Certificates evidencing Units issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
SQUARZ Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and

                                     - 68 -



limitations in this Agreement prescribed, the SQUARZ Agent shall authenticate
and execute on behalf of the Holders and deliver any Certificates which
previously shall have been signed and delivered by the officers of the Company
to the SQUARZ Agent for authentication and execution, and any Certificate
evidencing Units which such successor corporation thereafter shall cause to be
signed and delivered to the SQUARZ Agent for that purpose. All the Certificates
so issued shall in all respects have the same legal rank and benefit under this
Agreement as the Certificates theretofore or thereafter issued in accordance
with the terms of this Agreement as though all of such Certificates had been
issued at the date of the execution hereof.

             (b)     In case of any such consolidation, merger, sale,
assignment, transfer, lease or conveyance such change in phraseology and form
(but not in substance) may be made in the Certificates evidencing Units
thereafter to be issued as may be appropriate.

     Section 9.3     Opinion of Counsel Given to SQUARZ Agent. The SQUARZ Agent,
subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, assignment,
transfer, lease or conveyance, and any such assumption, complies with the
provisions of this Article and that all conditions precedent to the consummation
of any such consolidation, merger, sale, assignment, transfer, lease or
conveyance have been met.

                                   ARTICLE 10
                            COVENANTS; MISCELLANEOUS

     Section 10.1    Performance Under SQUARZ. The Company covenants and agrees
for the benefit of the Holders from time to time of the Units that it will duly
and punctually perform its obligations under the SQUARZ and the Stripped SQUARZ
in accordance with the terms of the SQUARZ, the Stripped SQUARZ, and this
Agreement.

     Section 10.2    MAINTENANCE OF OFFICE OR AGENCY.

             (a)     The Company will maintain in the Borough of Manhattan, The
City of New York an office or agency where Certificates may be surrendered for
registration of transfer or exchange for exercise or cancellation of the
Underlying Warrant and for a Collateral Substitution or re-creation of SQUARZ.
The Company will give prompt written notice to the SQUARZ Agent of the location,
and any change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the SQUARZ Agent with the address thereof, such presentations and
surrenders may be made or served at the Corporate Trust Office, and the Company
hereby appoints the SQUARZ Agent as its agent to receive all such presentations
and surrenders.

             (b)     The Company may also from time to time designate one or
more other offices or agencies where Certificates may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
the Borough of Manhattan, The City of New York for such purposes. The Company
will give prompt written notice to the SQUARZ Agent of any such designation or
rescission and of any change in the location of any such other office or agency.
The Company

                                     - 69 -



hereby designates as the place of payment for the Units the Corporate Trust
Office and appoints the SQUARZ Agent at its Corporate Trust Office as paying
agent.

     Section 10.3    Company to Reserve Berkshire Common Stock. The Company
shall at all times prior to the Underlying Warrant Maturity Date, or any earlier
date when all Underlying Warrants have been exercised or cancelled or have
expired, reserve and keep available, free from preemptive rights, out of its
authorized but unissued Berkshire Common Stock the full number of shares of
Berkshire Common Stock issuable against tender of payment in respect of all then
Outstanding Underlying Warrants.

     Section 10.4    Covenants as to Berkshire Common Stock. The Company
covenants that all shares of Berkshire Common Stock issued against tender of
payment in respect of any Underlying Warrant will, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable.

     Section 10.5    Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Certificates in Section 2.12(f), no right or remedy herein
conferred upon or reserved to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

     Section 10.6    Delay or Omission Not Waiver. No delay or omission of any
Holder to exercise any right or remedy upon a default shall impair any such
right or remedy or constitute a waiver of any such right. Every right and remedy
given by this Article 10 or by law to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by such Holders.

     Section 10.7    Undertaking for Costs. All parties to this Agreement agree,
and each Holder of a Unit, by its acceptance of such Unit shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Agreement, or in any suit against
the SQUARZ Agent for any action taken, suffered or omitted by it as SQUARZ
Agent, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided that the provisions
of this Section shall not apply to any suit instituted by the Company, to any
suit instituted by the SQUARZ Agent, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% of the Outstanding
Units, or to any suit instituted by any Holder for the enforcement of
distributions to which Holders may be entitled hereunder on or in connection
with any Notes or on or in connection with any SQUARZ or Stripped SQUARZ on or
after the respective payment date therefor in respect of any Unit held by such
Holder, or for enforcement of the right to purchase shares of Berkshire Common
Stock under the Underlying Warrant constituting part of any Unit held by such
Holder.

                                     - 70 -



     Section 10.8    Waiver of Stay or Extension Laws. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Agreement; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, but will suffer and permit the
execution of every such power as though no such law had been enacted.

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                  [Remainder of page intentionally left blank.]

                                     - 71 -



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                            BERKSHIRE HATHAWAY INC.


                            By:  /s/ Marc D. Hamburg
                               -------------------------------------------------
                               Name: Marc D. Hamburg
                               Title: Vice President and Chief Financial Officer


                            THE BANK OF NEW YORK,
                            as SQUARZ Agent


                            By:  /s/ Robert A. Massimillo
                               -------------------------------------------------
                               Name: Robert A. Massimillo
                               Title: Vice President

                                                              [SQUARZ Agreement]



                                    EXHIBIT A
                           FORM OF SQUARZ CERTIFICATE

[If the certificate is a global certificate, insert the following]--

     [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SQUARZ
     AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE
     DEPOSITARY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN
     WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
     CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
     PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
     LIMITED CIRCUMSTANCES DESCRIBED IN THE SQUARZ AGREEMENT.]

[If the certificate is a restricted certificate, insert the following]--

     [THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
     THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED
     THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION
     FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
     144A THEREUNDER.]

     [THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
     TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY
     BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
     UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM
     REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
     AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
     THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
     SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
     APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
     JURISDICTIONS.]

[If the certificate is a global certificate issued to DTC, insert the
following]--

     [Unless this Certificate is presented by an authorized representative of
     The Depository Trust Company (55 Water Street, New York, New York) to the
     Company or its agent for registration of transfer, exchange or payment, and
     any Certificate issued is registered in the name of Cede & Co., or such
     other name as requested by an authorized representative of The Depository
     Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL
     since the registered owner hereof, Cede & Co., has an interest herein.]

[If the certificate is a definitive certificate certificate issued to DTC,
insert the following]--

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
     SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY

                                                            [SQUARZ Certificate]



     REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN
     THE SQUARZ AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
     FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE SQUARZ AGREEMENT.

                      [Form of Face of SQUARZ Certificate]

No.                                                       CUSIP No. __________
Number of SQUARZ:

          This SQUARZ Certificate certifies that ___________ is the registered
Holder of the number of SQUARZ set forth above [for inclusion in Global
Certificates only--or such other number of SQUARZ reflected in the Schedule of
Increases or Decreases in Global Certificate attached hereto]. Each SQUARZ
represents ownership by the Holder of (i) one 3.0% Senior Note due 2007 (the
"Note") of Berkshire Hathaway Inc., a Delaware corporation (the "Company"),
having a principal amount of $10,000, subject to the Pledge of such Note by the
registered Holder pursuant to the Pledge Agreement, (ii) an Initial Pledged
Treasuries Interest, and (iii) a warrant to purchase 0.1116 of a share of Class
A common stock of the Company or 3.3480 shares of Class B common stock of the
Company, in each case subject to certain anti-dilution adjustments.

          Each SQUARZ evidenced hereby is governed by a SQUARZ Agreement, dated
as of May 28, 2002 (as may be supplemented or amended from time to time, the
"SQUARZ Agreement"), between the Company and The Bank of New York (including its
successors thereunder, the "SQUARZ Agent"), to which SQUARZ Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the SQUARZ Agent, the Company, and the Holders and of the terms
upon which the SQUARZ Certificates are, and are to be, executed and delivered.
All capitalized terms used herein that are defined in the SQUARZ Agreement have
the respective meanings set forth therein.

          The Underlying Warrant that comprises a part of this SQUARZ (i)
entitles the Holder of this SQUARZ Certificate to purchase, at the Holder's
option, 0.1116 of a share of Class A common stock of the Company or 3.3480
shares of Class B common stock of the Company (subject to the conditions and
other provisions in the SQUARZ Agreement), and (ii) obligates the Holder of this
SQUARZ Certificate to make semi-annual Underlying Warrant Installment Payments.

          Each Holder, by purchasing a SQUARZ, hereby agrees to treat the SQUARZ
for U.S. federal income tax purposes as an investment unit consisting of a Note,
an Initial Pledged Treasuries Interest, and an Underlying Warrant, each of which
constitutes a separate and distinct financial instrument. A Holder purchasing a
SQUARZ upon initial issuance thereof agrees to be bound by the allocation of the
purchase price for each SQUARZ so purchased as follows: (i) $10,000 to the Note,
(ii) $0.00 to the Warrant, and (iii) $339.63 to the Initial Pledged Treasuries
Interest.

          Pursuant to the Pledge Agreement, the Pledged Note and the Initial
Pledged Treasuries Interest constituting part of each SQUARZ evidenced hereby
have been Pledged to the Collateral Agent, for the benefit of the Company, to
secure the obligations of the Holder to

                                                            [SQUARZ Certificate]



timely make Underlying Warrant Installment Payments required by the SQUARZ
Agreement.

          Payments of principal and interest on and proceeds from the resale of
the Pledged Notes, and amounts received in respect of the Initial Pledged
Treasuries Interest will be received by the Collateral Agent at its offices in
the City of New York, New York, and payments in respect of Underlying Warrant
Installment Payments will be made by the Collateral Agent to the SQUARZ Agent,
to the extent permitted by the Pledge Agreement.

          Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the SQUARZ Agent by manual signature, this SQUARZ Certificate shall not be
entitled to any benefit under the Pledge Agreement or the SQUARZ Agreement or be
valid or obligatory for any purpose.

                                                            [SQUARZ Certificate]



          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                BERKSHIRE HATHAWAY INC.


                                By:
                                    ----------------------------------
                                    Name:
                                    Title:


                                By:
                                    ----------------------------------
                                    Name:
                                    Title:


                                THE HOLDER SPECIFIED ABOVE (as to obligations of
                                such Holder under the SQUARZ evidenced hereby)

                                By: THE BANK OF NEW YORK, not individually but
                                    solely as Attorney-in-Fact of such  Holder


                                    By:
                                        ----------------------------------
                                        Name:
                                        Title:

                                                            [SQUARZ Certificate]



                      AGENT'S CERTIFICATE OF AUTHENTICATION

          This is one of the SQUARZ Certificates referred to in the within
mentioned SQUARZ Agreement.

                                    THE BANK OF NEW YORK,
                                    as SQUARZ Agent

Dated:                              By:
      ------------------               ---------------------------
                                        Authorized Signatory

                                                            [SQUARZ Certificate]



                         [Reverse of SQUARZ Certificate]

          The SQUARZ Certificates are issuable only in registered form and only
in denominations of a single SQUARZ and any integral multiple thereof. The
transfer of any SQUARZ Certificate will be registered and SQUARZ Certificates
may be exchanged as provided in the SQUARZ Agreement. The SQUARZ Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents permitted by the SQUARZ Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the SQUARZ Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

          An Underlying Warrant may be exercised prior to the Underlying Warrant
Termination Date and, upon the occurrence of certain events, is subject to
mandatory cancellation or cancellation at the option of the Holder. An
Underlying Warrant may only be exercised upon the payment of the Underlying
Warrant Exercise Price and any Underlying Warrant Installment Payment that may
be due (or the accrued portion thereof), all in accordance with the terms of the
SQUARZ Agreement.

          The Pledged Note is not subject to any sinking fund, and is not
subject to mandatory early redemption. The Holder has certain rights, under
specified conditions, to cause the Company to repurchase a Pledged Note prior to
its date of maturity. Under the terms of the Pledge Agreement, the SQUARZ Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Notes, on behalf and upon the instruction of the
holders of the Pledged Notes.

          The Holder of a SQUARZ may substitute the Requisite Amount of
Substitute Pledged Treasuries for a Pledged Note, securing its obligations under
the SQUARZ Agreement to make Underlying Warrant Installment Payments, and
thereby convert a SQUARZ into a Stripped SQUARZ. A Holder that elects to convert
a SQUARZ into a Stripped SQUARZ shall be responsible for any fees or expenses
payable in connection therewith. Except as provided in the SQUARZ Agreement, a
SQUARZ shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such SQUARZ in respect of the Pledged Note, the
Underlying Warrant, and the Initial Pledged Treasuries Interest constituting
such SQUARZ may be transferred and exchanged only as a SQUARZ.

          Upon registration of transfer of this SQUARZ Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the SQUARZ Agent pursuant to
the SQUARZ Agreement), under the terms of the SQUARZ Agreement and the SQUARZ
evidenced hereby and the transferor shall be released from the obligations under
the SQUARZ evidenced by this SQUARZ Certificate. The Company covenants and
agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees,
to be bound by the provisions of this paragraph.

          The Holder of this SQUARZ Certificate, by its acceptance hereof,
authorizes the SQUARZ Agent to enter into and perform its obligations under the
SQUARZ Agreement as its agent and attorney-in-fact, agrees to be bound by the
terms and provisions thereof, covenants and agrees to perform such Holder's
obligations under such SQUARZ, consents to the provisions of

                                                            [SQUARZ Certificate]



the SQUARZ Agreement, authorizes the SQUARZ Agent to enter into and perform the
Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to
the Pledge of the Notes and the Initial Pledged Treasuries Interest underlying
this SQUARZ Certificate pursuant to the Pledge Agreement.

          Subject to certain exceptions, the provisions of the SQUARZ Agreement
may be amended with the consent of the Holders of a majority in number of the
Outstanding Units.

          The SQUARZ shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York, without regard to its
principles of conflicts of laws.

          The Company, the SQUARZ Agent and any agent of the Company or the
SQUARZ Agent may treat the Person in whose name this SQUARZ Certificate is
registered as the owner of the SQUARZ evidenced hereby for the purpose of
receiving semi-annual payments on the Notes and the Initial Pledged Treasuries
Interest, performance of the SQUARZ, and for all other purposes whatsoever,
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and none of the Company, the SQUARZ Agent, or any
such agent shall be affected by notice to the contrary.

          The SQUARZ shall not, prior to the settlement thereof, entitle the
Holder to any of the rights of a holder of shares of Berkshire Common Stock.

          A copy of the SQUARZ Agreement is available for inspection at the
offices of the SQUARZ Agent.

                                                            [SQUARZ Certificate]



                                  ABBREVIATIONS

          The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -               as tenants in common

UNIF GIFT MIN ACT -     Custodian

                        -----------------------------------
                        (cust) (minor)

                        Under Uniform Gifts to Minors Act

                        -----------------------------------
                                     (State)

TEN ENT -               as tenants by the entireties

JT TEN -                as joint tenants with right of survivorship and not as
                        tenants in common

Additional abbreviations may also be used though not in the above list.

                                                            [SQUARZ Certificate]



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)
________________________________________________________________________________

________________________________________________________________________________


(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within SQUARZ Certificate and all rights thereunder, hereby irrevocably
constituting and appointing __________________________attorney to transfer said
SQUARZ  Certificate  on the books of Berkshire  Hathaway Inc. with full power of
substitution in the premises.

Dated:_______________________              Signature:

                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as it appears upon the face of
                                            the within SQUARZ Certificate in
                                            every particular, without alteration
                                            or enlargement or any change
                                            whatsoever.

Signature Guarantee:

                                                            [SQUARZ Certificate]



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

          The following increases or decreases in this Global Certificate have
been made:



                                                       STATED AMOUNT OF
           AMOUNT OF DECREASE   AMOUNT OF INCREASE        THE GLOBAL
          IN STATED AMOUNT OF    IN STATED AMOUNT        CERTIFICATE          SIGNATURE OF
               THE GLOBAL          OF THE GLOBAL        FOLLOWING SUCH         AUTHORIZED
   DATE       CERTIFICATE           CERTIFICATE      DECREASE OR INCREASE  SIGNATORY OF AGENT
- --------  -------------------   ------------------   --------------------  ------------------
                                                               



                                                            [SQUARZ Certificate]



                                    EXHIBIT B
                       FORM OF STRIPPED SQUARZ CERTIFICATE

[If the certificate is a global certificate, insert the following]--

     [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SQUARZ
     AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE
     DEPOSITARY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN
     WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
     CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
     PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
     LIMITED CIRCUMSTANCES DESCRIBED IN THE SQUARZ AGREEMENT.]

[If the certificate is a restricted certificate, insert the following]--

     [THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
     THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED
     THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION
     FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
     144A THEREUNDER.]

     [THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
     TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY
     BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
     UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM
     REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
     AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
     THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
     SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
     APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
     JURISDICTIONS.]

[If the certificate is a global certificate issued to DTC, insert the
following]--

     [Unless this Certificate is presented by an authorized representative of
     The Depository Trust Company (55 Water Street, New York, New York) to the
     Company or its agent for registration of transfer, exchange or payment, and
     any Certificate issued is registered in the name of Cede & Co., or such
     other name as requested by an authorized representative of The Depository
     Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL
     since the registered owner hereof, Cede & Co., has an interest herein.]

[If the certificate is a definitive certificate certificate issued to DTC,
insert the following]--

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
     SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY

                                                   [Stripped SQUARZ Certificate]



     REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN
     THE SQUARZ AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
     FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE SQUARZ AGREEMENT.

                  [Form of Face of Stripped SQUARZ Certificate]

No.                                                       CUSIP No.  _________
Number of Stripped SQUARZ:

          This Stripped SQUARZ Certificate certifies that __________ is the
registered Holder of the number of Stripped SQUARZ set forth above [for
inclusion in Global Certificates only--or such other number of Stripped SQUARZ
reflected in the Schedule of Increases or Decreases in Global Certificate
attached hereto]. Each Stripped SQUARZ represents (i) a Substitute Pledged
Treasuries Interest, (ii) an Initial Pledged Treasuries Interest, and (iii) a
warrant to purchase 0.1116 of a share of Class A common stock of the Company or
3.3480 shares of Class B common stock of the Company, in each case subject to
certain anti-dilution adjustments.

          Each Stripped SQUARZ evidenced hereby is governed by a SQUARZ
Agreement, dated as of May 28, 2002 (as may be supplemented or amended from time
to time, the "SQUARZ Agreement"), between the Company and The Bank of New York
(including its successors thereunder, the "SQUARZ Agent"), to which SQUARZ
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the SQUARZ Agent, the Company, and the Holders and
of the terms upon which the Stripped SQUARZ Certificates are, and are to be,
executed and delivered. All capitalized terms used herein that are defined in
the SQUARZ Agreement have the respective meanings set forth therein.

          Each Stripped SQUARZ evidenced hereby is comprised of, in part, an
Underlying Warrant that (i) entitles the Holder of this Stripped SQUARZ
Certificate to purchase, at the Holder's option, 0.1116 of a share of Class A
common stock of the Company or 3.3480 shares of Class B common stock of the
Company (subject to the conditions and other provisions in the SQUARZ
Agreement), and (ii) obligates the Holder of this Stripped SQUARZ Certificate to
make semi-annual Underlying Warrant Installment Payments.

          Each Holder agrees to treat the Stripped SQUARZ for U.S. federal
incomes tax purposes as an investment unit consisting of a Note, an Initial
Pledged Treasuries Interest and a Substitute Pledged Treasuries Interest, each
of which constitutes a separate and distinct financial instrument.

          Pursuant to the Pledge Agreement, the Substitute Pledged Treasuries
Interest and the Initial Pledged Treasuries Interest constituting part of each
Stripped SQUARZ evidenced hereby have been Pledged to the Collateral Agent, for
the benefit of the Company, to secure the obligations of the Holder to timely
make Underlying Warrant Installment Payments required by the SQUARZ Agreement.

          Amounts received in respect of the Initial Pledged Treasuries Interest
and the

                                                   [Stripped SQUARZ Certificate]



Substitute Pledged Treasuries Interest will be received by the Collateral Agent
at its offices in the City of New York, New York, and payments in respect of
Underlying Warrant Installment Payments will be made by the Collateral Agent to
the SQUARZ Agent, to the extent permitted by the Pledge Agreement.

          Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the SQUARZ Agent by manual signature, this Stripped SQUARZ Certificate shall not
be entitled to any benefit under the Pledge Agreement or the SQUARZ Agreement or
be valid or obligatory for any purpose.

                                                   [Stripped SQUARZ Certificate]



          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                BERKSHIRE HATHAWAY INC.


                                By:
                                    ----------------------------------
                                    Name:
                                    Title:


                                By:
                                    ----------------------------------
                                    Name:
                                    Title:


                                THE HOLDER SPECIFIED ABOVE (as to obligations
                                of such Holder under the Stripped SQUARZ
                                evidenced hereby)

                                By: THE BANK OF NEW YORK, not individually but
                                    solely as Attorney-in-Fact of such Holder


                                    By:
                                         ----------------------------------
                                         Name:
                                         Title:

                                                   [Stripped SQUARZ Certificate]



                      AGENT'S CERTIFICATE OF AUTHENTICATION

          This is one of the Stripped SQUARZ Certificates referred to in the
within mentioned Stripped SQUARZ Agreement.

                                THE BANK OF NEW YORK,
                                as SQUARZ Agent

Dated:                          By:
      --------------------          ----------------------------------
                                     Authorized Signatory

                                                   [Stripped SQUARZ Certificate]



                    [Reverse of Stripped SQUARZ Certificate]

          The Stripped SQUARZ Certificates are issuable only in registered form
and only in denominations of a single Stripped SQUARZ and any integral multiple
thereof. The transfer of any Stripped SQUARZ Certificate will be registered and
Stripped SQUARZ Certificates may be exchanged as provided in the SQUARZ
Agreement. The Stripped SQUARZ Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Stripped SQUARZ Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the SQUARZ Agent may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

          An Underlying Warrant may be exercised prior to the Underlying Warrant
Termination Date and, upon the occurrence of certain events, is subject to
mandatory cancellation or cancellation at the option of the Holder. An
Underlying Warrant may only be exercised upon the payment of the Underlying
Warrant Exercise Price and any Underlying Warrant Installment Payment that may
be due (or the accrued portion thereof), all in accordance with the terms of the
SQUARZ Agreement.

          A Holder of a Stripped SQUARZ may re-create a SQUARZ by delivering to
the Collateral Agent a Separate Note, in exchange for the release of Initial
Pledged Treasuries in accordance with the terms of the SQUARZ Agreement and the
Pledge Agreement.

          Upon registration of transfer of this Stripped SQUARZ Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the SQUARZ Agent pursuant to
the SQUARZ Agreement), under the terms of the SQUARZ Agreement and the Stripped
SQUARZ evidenced hereby and the transferor shall be released from the
obligations under the Stripped SQUARZ evidenced by this Stripped SQUARZ
Certificate. The Company covenants and agrees, and the Holder, by its acceptance
hereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

          The Holder of this Stripped SQUARZ Certificate, by its acceptance
hereof, authorizes the SQUARZ Agent to enter into and perform its obligations
under the SQUARZ Agreement as its agent and attorney-in-fact, agrees to be bound
by the terms and provisions thereof, covenants and agrees to perform such
Holder's obligations under such Stripped SQUARZ, consents to the provisions of
the SQUARZ Agreement, authorizes the SQUARZ Agent to enter into and perform the
Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to
the Pledge of the Substitute Pledged Treasuries Interest and the Initial Pledged
Treasuries Interest underlying this Stripped SQUARZ Certificate pursuant to the
Pledge Agreement.

          Subject to certain exceptions, the provisions of the SQUARZ Agreement
may be amended with the consent of the Holders of a majority in number of the
Outstanding Units.

          The Stripped SQUARZ shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its principles of conflicts of laws.

                                                   [Stripped SQUARZ Certificate]



          The Company, the SQUARZ Agent and any agent of the Company or the
SQUARZ Agent may treat the Person in whose name this Stripped SQUARZ Certificate
is registered as the owner of the Stripped SQUARZ evidenced hereby for the
purpose of receiving semi-annual payments on the Substitute Pledged Treasuries
Interest and the Initial Pledged Treasuries Interest, performance of the SQUARZ,
and for all other purposes whatsoever, whether or not any payments in respect
thereof be overdue and notwithstanding any notice to the contrary, and none of
the Company, the SQUARZ Agent, or any such agent shall be affected by notice to
the contrary.

          The Stripped SQUARZ shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Berkshire
Common Stock.

          A copy of the SQUARZ Agreement is available for inspection at the
offices of the SQUARZ Agent.

                                                   [Stripped SQUARZ Certificate]



                                  ABBREVIATIONS

          The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -               as tenants in common

UNIF GIFT MIN ACT -     Custodian

                        -----------------------------------
                        (cust) (minor)

                        Under Uniform Gifts to Minors Act

                        -----------------------------------
                                     (State)

TEN ENT -               as tenants by the entireties

JT TEN -                as joint tenants with right of survivorship and not as
                        tenants in common

Additional abbreviations may also be used though not in the above list.

                                                   [Stripped SQUARZ Certificate]



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________


(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)

________________________________________________________________________________
________________________________________________________________________________


(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Stripped SQUARZ Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ______________________attorney to
transfer said Stripped SQUARZ  Certificates  on the books of Berkshire  Hathaway
Inc. with full power of substitution in the premises.

Dated:________________________           Signature:

                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as it appears upon the face of
                                         the within Stripped SQUARZ
                                         Certificates in every particular,
                                         without alteration or enlargement or
                                         any change whatsoever.

Signature Guarantee:

                                                   [Stripped SQUARZ Certificate]



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

          The following increases or decreases in this Global Certificate have
been made:



                                                       STATED AMOUNT OF
           AMOUNT OF DECREASE   AMOUNT OF INCREASE        THE GLOBAL
          IN STATED AMOUNT OF    IN STATED AMOUNT        CERTIFICATE          SIGNATURE OF
               THE GLOBAL          OF THE GLOBAL        FOLLOWING SUCH         AUTHORIZED
   DATE       CERTIFICATE           CERTIFICATE      DECREASE OR INCREASE  SIGNATORY OF AGENT
- --------  -------------------   ------------------   --------------------  ------------------
                                                               



                                                            [SQUARZ Certificate]



                                    EXHIBIT C

                        INSTRUCTION FROM SQUARZ AGENT TO
                                COLLATERAL AGENT

The Bank of New York,
as Collateral Agent
Attention: Corporate Trust Administration
101 Barclay Street
New York, NY 10286

     Re:  SQUARZ of Berkshire Hathaway Inc. (the "Company")

     We hereby notify you in accordance with Section [3.2] [3.3] of the SQUARZ
Agreement, dated as of May 28, 2002, (the "SQUARZ Agreement") and amended and
restated as of August 1, 2002, among the Company and us, as SQUARZ Agent and as
attorney-in-fact for the Holders of [SQUARZ] [Stripped SQUARZ] from time to
time, (and in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated
as of May 28, 2002 and amended and restated as of August 1, 2002) that the
Holder of [SQUARZ] [Stripped SQUARZ] listed below (the "Holder") has elected to
convert [__________] [SQUARZ] [Stripped SQUARZ] into [_____________] [Stripped
SQUARZ] [SQUARZ].

     In connection therewith, we hereby notify you that, pursuant to the
instructions of the Holder, we intend to substitute the [Requisite Amount of
Substitute Pledged Treasuries (calculated pursuant to the SQUARZ Agreement)]
[$_______ aggregate principal amount of Notes]

                                 in exchange for

[$_______ aggregate principal amount of Pledged Notes] [Substitute Pledged
Treasuries] held by you in accordance with the Pledge Agreement.

     The Holder has delivered to us a notice stating that the Holder has
transferred [a Requisite Amount of Substitute Pledged Treasuries (calculated
pursuant to the SQUARZ Agreement)] [$_______ aggregate principal amount of
Notes] to you, as Collateral Agent and has instructed us to, and we hereby do,
pledge and grant to you, as Collateral Agent, for the benefit of the Company, as
collateral security for the performance by such Holder of its obligations under
the SQUARZ Agreement, a security interest in all of the right, title and
interest of such Holder (subject only to recourse limitations expressly stated
in the Pledge Agreement) in such [Requisite Amount of Substitute Pledged
Treasuries (calculated pursuant to the SQUARZ Agreement)] [$_______ aggregate
principal amount of Notes].



     We hereby instruct you, upon receipt of such [Requisite Amount of
Substitute Pledged Treasuries (calculated pursuant to the SQUARZ Agreement)]
[$_______ aggregate principal amount of Notes], and upon the payment by such
Holder of any applicable fees, to release the [$_______ aggregate principal
amount of Pledged Notes] [Substitute Pledged Treasuries] related to such
[SQUARZ] [Stripped SQUARZ] to us in accordance with the Holder's instructions.
Capitalized terms used herein but not defined shall have the meaning set forth
in the SQUARZ Agreement.

          Date:
               ---------------------------

                                The Bank of New York
                                as SQUARZ Agent

                                By:
                                    ------------------------------
                                    Name:
                                    Title:



Please print name and address of Registered Holder electing to substitute
[Substitute Pledged Treasuries] [Notes] for the [Pledged Notes] [Substitute
Pledged Treasuries]:

Name:

Social Security or other Taxpayer Identification
Number, if any:

Address:



                                    EXHIBIT D

                           INSTRUCTION TO SQUARZ AGENT

The Bank of New York,
as SQUARZ Agent
Attention: Corporate Trust Administration
101 Barclay Street
New York, NY 10286

          Re: SQUARZ of Berkshire Hathaway Inc. (the "Company")

          The undersigned Holder hereby notifies you that it has elected to
convert [__________] [SQUARZ] [Stripped SQUARZ] into [_____________] [Stripped
SQUARZ] [SQUARZ].

          In connection therewith, pursuant to the SQUARZ Agreement, dated as of
May 28, 2002 and amended and restated as of August 1, 2002 (the "SQUARZ
Agreement"), among the you and the Company (and pursuant to the Pledge
Agreement, dated as of May 28, 2002 and amended and restated as of August 1,
2002), the Holder has transferred [a Requisite Amount of Substitute Pledged
Treasuries (calculated pursuant to the SQUARZ Agreement)] [$_______ aggregate
principal amount of Notes] to the Collateral Agent, hereby pledges the same to
the Collateral Agent, and hereby instructs you to,

        . pledge and grant to the Collateral Agent, for the benefit of the
          Company, as collateral security for the performance by the undersigned
          Holder of its obligations under the SQUARZ Agreement, a security
          interest in all of the right, title and interest of the undersigned
          Holder (subject only to recourse limitations expressly stated in the
          Pledge Agreement) in such [Requisite Amount of Substitute Pledged
          Treasuries (calculated pursuant to the SQUARZ Agreement)] [$_______
          aggregate principal amount of Notes];

        . instruct the Collateral Agent to release to you on behalf of the
          undersigned Holder the [Pledged Notes] [Substitute Pledged Treasuries]
          related to such [SQUARZ] [Stripped SQUARZ], and

        . upon such release, cancel [______] [SQUARZ] [Stripped SQUARZ] held by
          such Holder and issue the same amount of [Stripped SQUARZ] [SQUARZ] in
          the name of the undersigned Holder.



Capitalized terms used herein but not defined shall have the meaning set forth
in the SQUARZ Agreement.

          The undersigned Holder has paid the Collateral Agent all applicable
fees relating to such exchange.

Date:                               Signature:
     ---------------------                    ----------------------------------

                                    Signature Guarantee:
                                                         -----------------------

Please print name and address of Registered Holder:

Name:
Social Security or other Taxpayer Identification Number, if any:
Address:



                                    EXHIBIT E

                              ELECTION OF EXERCISE

The Bank of New York,
as SQUARZ Agent
Attention: Corporate Trust Administration
101 Barclay Street
New York, NY 10286

          Re:  SQUARZ of Berkshire Hathaway Inc. (the "Company")

          The undersigned Holder hereby notifies you in accordance with Section
5.5 of the SQUARZ Agreement dated as of May 28, 2002 among the Company and you,
as SQUARZ Agent and as Attorney-in-Fact for the Holders of the Units, that such
Holder has elected to exercise, as of _________________________ (the "exercise
date"), the Underlying Warrants that comprise a part of __________ Units and
will pay, on or prior to 5:00 p.m., New York City time, on the exercise date, to
the SQUARZ Agent, $______________, which represents the aggregate Underlying
Warrant Exercise Price and any Underlying Warrant Installment Payments (or any
accrued portions thereof) due for such Underlying Warrants(s) (in lawful money
of the United States by certified or official bank check or wire transfer to an
account designated by the SQUARZ Agent or the Company, in each case in
immediately available funds) in connection with such exercise.

          The undersigned Holder hereby instructs you to notify promptly the
Company and the Collateral Agent of the undersigned Holder's exercise of such
Underlying Warrant(s) and to request that the Collateral Agent release, upon
such exercise, the Collateral in respect thereof.

Dated:
      ----------------              -------------------------------------
                                    Signature

                                    Signature Guarantee:
                                                        -----------------

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

Please print name and address of Registered Holder:

Social Security or other Taxpayer Identification Number, if any:________________



                                    EXHIBIT F

                            REMARKETING ELECTION FORM

The Bank of New York,
as SQUARZ Agent
Attention: Corporate Trust Administration
101 Barclay Street
New York, NY 10286

          Re:  SQUARZ of Berkshire Hathaway Inc. (the "Company")

          The undersigned Holder hereby irrevocably notifies you in accordance
with Section 6.3 of the SQUARZ Agreement dated as of May 28, 2002 among the
Company and yourselves, as SQUARZ Agent and as Attorney-in-Fact for the Holders
of the Units, of such Holder's election:

          [ ]  to participate in the Remarketing and, in connection with an
               exercise of Underlying Warrants, to apply the proceeds from such
               Remarketing to the payment of the Underlying Warrant Exercise
               Price, and, upon any Failed Remarketing, to put the Notes back to
               the Company and apply the proceeds therefrom to the payment of
               the Underlying Warrant Exercise Price; or

          [ ]  NOT to participate in the Remarketing.

Date:                               Signature:
     ------------------                       ----------------------------------

                                    Signature Guarantee:
                                                        ------------------------

Please print name and address of Registered Holder:

Name:

Social Security or other Taxpayer Identification Number, if any:

Address:



                                    EXHIBIT G

                         FORM OF RULE 144 CERTIFICATION

                                                     [Date]

The Bank of New York,
as SQUARZ Agent
Attention: Corporate Trust Administration
101 Barclay Street
New York, NY 10286

          Re:  SQUARZ of Berkshire Hathaway Inc. (the "Company")

Ladies and Gentlemen:

          Reference is hereby made to the SQUARZ Agreement, dated as of May 28,
2002 (as amended and supplemented from time to time, the "SQUARZ Agreement"),
between the Company and The Bank of New York, as SQUARZ Agent. Capitalized terms
used but not defined herein shall have the meanings given them in the SQUARZ
Agreement.

          In connection with our proposed sale of $________ aggregate principal
amount of the [SQUARZ/Stripped SQUARZ/Notes] [in the case of a transfer of an
Restricted Units evidences by a Global Certificate: , which represent an
interest in Restricted Units evidenced by a Global Certificate beneficially
owned by] the undersigned ("Transferor"), we confirm that such sale has been
effected pursuant to and in accordance with Rule 144 under the Securities Act.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

          Very truly yours,

          [Name of Transferor]

          By:
             ----------------------------

          -------------------------------
          Authorized Signature

EX-4.2

                                                                     EXHIBIT 4.2

                                                                  Execution Copy

                             BERKSHIRE HATHAWAY INC.

                                       To

                              THE BANK OF NEW YORK,

                                   as Trustee

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

                                    INDENTURE

                            Dated as of May 28, 2002

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



CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

 TRUST INDENTURE
   ACT SECTION                                              INDENTURE SECTION

Section 310(a)(1)...........................                6.9
      (a) (2)     ..........................                6.9
      (a) (3)     ..........................                Not Applicable
      (a) (4)     ..........................                Not Applicable
      (a) (5)     ..........................                Not Applicable
      (b)                                                   6.8
                                                            6.10
      (c)        ...........................                Not Applicable
Section 311(a)    ..........................                6.13
      (b)                                                   6.13
Section 312(a)    ..........................                7.1
                                                            7.2
      (b)                                                   7.2
      (c)                                                   7.2
Section 313(a)    ..........................                7.3
      (b)                                                   7.3
      (c)                                                   7.3
      (d)                                                   7.3
Section 314(a)    ..........................                7.4
      (a) (4)     ..........................                1.1
                                                            10.4
      (b)                                                   Not Applicable
      (c) (1)     ..........................                1.2
      (c) (2)     ..........................                1.2
      (c) (3)     ..........................                Not Applicable
      (d)                                                   Not Applicable
      (e)                                                   1.2
Section 315(a)    ..........................                6.1
      (b)                                                   6.2
      (c)                                                   6.1
      (d)                                                   6.1
      (e)                                                   5.14
Section 316(a)    ..........................                1.1
      (a) (1) (A) ..........................                5.2
                                                            5.12
      (a) (1) (B) ..........................                5.13
      (a) (2)     ..........................                Not Applicable
      (b)   ................................                5.8
      (c)   ................................                1.4
Section 317(a) (1)..........................                5.3
      (a) (2)     ..........................                5.4
      (b)   ................................                10.3



Section 318(a) .............................                1.7



                                TABLE OF CONTENTS



                                                                                                       PAGE
                                                                                                      
Article 1      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................   1
        Section 1.1     Definitions....................................................................   1
        Section 1.2     Compliance Certificates and Opinions...........................................   7
        Section 1.3     Form of Documents Delivered to Trustee.........................................   8
        Section 1.4     Acts of Holders; Record Dates..................................................   9
        Section 1.5     Notices, Etc., to Trustee and Company..........................................  11
        Section 1.6     Notice to Holders; Waiver......................................................  11
        Section 1.7     Conflict with Trust Indenture Act..............................................  11
        Section 1.8     Effect of Headings and Table of Contents.......................................  11
        Section 1.9     Successors and Assigns.........................................................  11
        Section 1.10    Separability Clause............................................................  12
        Section 1.11    Benefits of Indenture..........................................................  12
        Section 1.12    Governing Law..................................................................  12
        Section 1.13    Waiver of Jury Trial...........................................................  12
        Section 1.14    Legal Holidays.................................................................  12
Article 2      SECURITY FORMS..........................................................................  12
        Section 2.1     Forms Generally................................................................  12
        Section 2.2     Form of Face of Security.......................................................  13
        Section 2.3     Form of Reverse of Security....................................................  14
        Section 2.4     Form of Legend for Global Securities...........................................  17
        Section 2.5     Form of Trustee's Certificate of Authentication................................  17
Article 3      THE SECURITIES..........................................................................  18
        Section 3.1     Amount Unlimited; Issuable in Series...........................................  18
        Section 3.2     Denominations..................................................................  20
        Section 3.3     Execution, Authentication, Delivery and Dating.................................  20
        Section 3.4     Temporary Securities...........................................................  22
        Section 3.5     Registration, Registration of Transfer and Exchange............................  22
        Section 3.6     Mutilated, Destroyed, Lost and Stolen Securities...............................  24
        Section 3.7     Payment of Interest; Interest Rights Preserved.................................  25
        Section 3.8     Persons Deemed Owners..........................................................  26


                                       -i-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                       PAGE
                                                                                                      
        Section 3.9     Cancellation...................................................................  26
        Section 3.10    Computation of Interest........................................................  27
        Section 3.11    CUSIP Numbers..................................................................  27
Article 4      SATISFACTION AND DISCHARGE..............................................................  27
        Section 4.1     Satisfaction and Discharge of Indenture........................................  27
        Section 4.2     Application of Trust Money.....................................................  28
Article 5      REMEDIES................................................................................  28
        Section 5.1     Events of Default..............................................................  28
        Section 5.2     Acceleration of Maturity; Rescission and Annulment.............................  30
        Section 5.3     Collection of Indebtedness and Suits for Enforcement by Trustee................  31
        Section 5.4     Trustee May File Proofs of Claim...............................................  31
        Section 5.5     Trustee May Enforce Claims Without Possession of Securities....................  32
        Section 5.6     Application of Money Collected.................................................  32
        Section 5.7     Limitation on Suits............................................................  32
        Section 5.8     Unconditional Right of Holders to Receive Principal, Premium and Interest......  33
        Section 5.9     Restoration of Rights and Remedies.............................................  33
        Section 5.10    Rights and Remedies Cumulative.................................................  33
        Section 5.11    Delay or Omission Not Waiver...................................................  34
        Section 5.12    Control by Holders.............................................................  34
        Section 5.13    Waiver of Past Defaults........................................................  34
        Section 5.14    Undertaking for Costs..........................................................  34
        Section 5.15    Waiver of Usury, Stay or Extension Laws........................................  35
Article 6      THE TRUSTEE.............................................................................  35
        Section 6.1     Certain Duties and Responsibilities............................................  35
        Section 6.2     Notice of Defaults.............................................................  35
        Section 6.3     Certain Rights of Trustee......................................................  35
        Section 6.4     Not Responsible for Recitals or Issuance of Securities.........................  37
        Section 6.5     May Hold Securities............................................................  37
        Section 6.6     Money Held in Trust............................................................  37


                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                       PAGE
                                                                                                      
        Section 6.7     Compensation and Reimbursement.................................................  37
        Section 6.8     Conflicting Interests..........................................................  38
        Section 6.9     Corporate Trustee Required; Eligibility........................................  38
        Section 6.10    Resignation and Removal; Appointment of Successor..............................  38
        Section 6.11    Acceptance of Appointment by Successor.........................................  40
        Section 6.12    Merger, Conversion, Consolidation or Succession to Business....................  41
        Section 6.13    Preferential Collection of Claims Against Company..............................  41
        Section 6.14    Appointment of Authenticating Agent............................................  41
Article 7      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.......................................  43
        Section 7.1     Company to Furnish Trustee Names and Addresses of Holders......................  43
        Section 7.2     Preservation of Information; Communications to Holders.........................  43
        Section 7.3     Reports by Trustee.............................................................  43
        Section 7.4     Reports by Company.............................................................  44
Article 8      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE....................................  44
        Section 8.1     Company May Consolidate, Etc., Only on Certain Terms...........................  44
        Section 8.2     Successor Substituted..........................................................  45
Article 9      SUPPLEMENTAL INDENTURES.................................................................  45
        Section 9.1     Supplemental Indentures Without Consent of Holders.............................  45
        Section 9.2     Supplemental Indentures With Consent of Holders................................  46
        Section 9.3     Execution of Supplemental Indentures...........................................  47
        Section 9.4     Effect of Supplemental Indentures..............................................  47
        Section 9.5     Conformity with Trust Indenture Act............................................  48
        Section 9.6     Reference in Securities to Supplemental Indentures.............................  48
Article 10     COVENANTS...............................................................................  48
        Section 10.1    Payment of Principal, Premium and Interest.....................................  48
        Section 10.2    Maintenance of Office or Agency................................................  48
        Section 10.3    Money for Securities Payments to Be Held in Trust..............................  48
        Section 10.4    Statement by Officers as to Default............................................  49
        Section 10.5    Waiver of Certain Covenants....................................................  50
        Section 10.6    Calculation of Original Issue Discount.........................................  50


                                      -iii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                       PAGE
                                                                                                      
Article 11     REDEMPTION OF SECURITIES................................................................  50
        Section 11.1    Applicability of Article.......................................................  50
        Section 11.2    Election to Redeem; Notice to Trustee..........................................  50
        Section 11.3    Selection by Trustee of Securities to Be Redeemed..............................  51
        Section 11.4    Notice of Redemption...........................................................  51
        Section 11.5    Deposit of Redemption Price....................................................  52
        Section 11.6    Securities Payable on Redemption Date..........................................  52
        Section 11.7    Securities Redeemed in Part....................................................  53
Article 12     SINKING FUNDS...........................................................................  53
        Section 12.1    Applicability of Article.......................................................  53
        Section 12.2    Satisfaction of Sinking Fund Payments with Securities..........................  53
        Section 12.3    Redemption of Securities for Sinking Fund......................................  53
Article 13     DEFEASANCE AND COVENANT DEFEASANCE......................................................  54
        Section 13.1    Company's Option to Effect Defeasance or Covenant Defeasance...................  54
        Section 13.2    Defeasance and Discharge.......................................................  54
        Section 13.3    Covenant Defeasance............................................................  54
        Section 13.4    Conditions to Defeasance or Covenant Defeasance................................  55
        Section 13.5    Deposited Money and U.S. Government Obligations to Be Held in Trust;
                         Miscellaneous Provisions......................................................  57
        Section 13.6    Reinstatement..................................................................  57


                                      -iv-



          INDENTURE, dated as of May 28, 2002 between BERKSHIRE HATHAWAY INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 1440 Kiewit Plaza,
Omaha, Nebraska 68131, and The Bank of New York, a New York banking corporation,
as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

          A.        The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as in this Indenture
provided.

          B.        All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1    Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (i)       the terms defined in this Article 1 have the meanings
     assigned to them in this Article 1 and include the plural as well as the
     singular;

          (ii)      all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (iii)     all accounting terms not otherwise defined herein have the
     meanings as signed to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted and applied by the Company on a consistent basis at
     the date of such computation;

          (iv)      unless the context otherwise requires, any reference to an
     "Article" or a "Section" refers to an Article or a Section, as the case may
     be, of this Indenture;

          (v)       the words "herein", "hereof" and "hereunder" and other words
     of similar import refer to this Indenture as a whole and not to any
     particular Article, Section or



     other subdivision; and

          (vi)      unless otherwise expressly provided, the word "including"
     does not limit the preceding words or terms.

          "Act", when used with respect to any Holder, has the meaning specified
in Section 1.4.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

          "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including Preferred
Stock, but excluding any debt securities convertible into such equity.

          "Capitalized Lease Obligation" means an obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with generally accepted accounting principles, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with such principles.

          "Commission" means the Securities and Exchange Commission, from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its

                                       -2-



President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

          "Consolidated Subsidiary" means as at any date, or for any period, any
Subsidiary of the Company the accounts of which are consolidated in accordance
with generally accepted accounting principals with those of the Company in the
Company's consolidated financial statements as of such date or for such period.

          "Corporate Trust Office" means the office of the Trustee located at
101 Barclay Street, New York, New York 10286.

          "corporation" means a corporation, association, company, joint-stock
company or business trust.

          "Covenant Defeasance" has the meaning specified in Section 13.3.

          "Defaulted Interest" has the meaning specified in Section 3.7.

          "Defeasance" has the meaning specified in Section 13.2.

          "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 3.1.

          "Event of Default" has the meaning specified in Section 5.1.

          "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

          "Expiration Date" has the meaning specified in Section 1.4.

          "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.4 (or such
legend as may be specified as contemplated by Section 3.1 for such Securities).

          "Holder" means a Person in whose name a Security is registered in the
Security Register.

          "Indebtedness" means, with respect to any Person:

          (1)  the principal of and any premium and interest on, whether
               outstanding on the date hereof or hereafter created, incurred, or
               assumed, which is (a) indebtedness of such Person for money
               borrowed and (b) indebtedness evidenced by notes, debentures,
               bonds or other similar instruments for the payment of which such
               Person is responsible or liable;

          (2)  all Capitalized Lease Obligations of such Person;

          (3)  all obligations of such Person issued or assumed as the deferred
               purchase price of property, all conditional sale obligations and
               all obligations under

                                       -3-



               any title retention agreement (but excluding trade accounts
               payable arising in the ordinary course of business or which are
               payable in full within 90 days from the date such Indebtedness is
               incurred);

          (4)  all obligations of such Person for the reimbursement of any
               obligor on any letter of credit, banker's acceptance or similar
               credit transaction (other than obligations with respect to
               letters of credit securing obligations (other than obligations
               described in (1) through (3) above) entered into in the ordinary
               course of business of such Person to the extent such letters of
               credit are not drawn upon or, if and to the extent drawn upon,
               such drawing is reimbursed no later than the third Business Day
               following receipt by such Person of a demand for reimbursement
               following payment on the letter of credit);

          (5)  all obligations of the type referred to in clauses (1) through
               (4) of other Persons and all dividends of other Persons for the
               payment of which, in either case, such Person is responsible or
               liable as obligor, guarantor or otherwise;

          (6)  all obligations of the type referred to in clauses (1) through
               (5) of other Persons secured by any lien or encumbrance on any
               property or asset of such Person (whether or not such obligation
               is assumed by such Person), the amount of such obligation being
               deemed to be the lesser of the value of such property or assets
               or the amount of the obligation so secured; and

          (7)  any amendments, modifications, refundings, renewals or extensions
               of any indebtedness or obligation described as Indebtedness in
               clauses (1) through (6) above.

          "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1.

          "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

          "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

          "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

                                       -4-



          "Non-Recourse Debt" means Indebtedness as to which the lenders have
been notified that they will have recourse only to specified assets of the
Company or any Consolidated Subsidiary, other than the Capital Stock of a
Consolidated Subsidiary.

          "Notice of Default" means a written notice of the kind specified in
Section 5.1(iv) or 5.1(v).

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.

          "Opinion of Counsel" means a written opinion of counsel, who may be
in-house counsel for the Company, and who shall be acceptable to the Trustee.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

          "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

          (1)  Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (2)  Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided that, if such Securities are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;

          (3)  Securities as to which Defeasance has been effected pursuant to
     Section 13.2; and

          (4)  Securities which have been paid pursuant to Section 3.6 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.1, (C) the principal amount of a Security

                                       -5-



denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 3.1, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

          "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "Preferred Stock" in respect of any corporation means Capital Stock of
any class or classes (however designated) which is preferred as to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such corporation.

          "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

          "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.1.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee (or any
successor of the Trustee), including any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer, any trust officer
or any other officer of the Trustee who customarily performs functions similar
to those performed by the Persons who at the time shall be such officers,
respectively, or to

                                       -6-



whom any corporate trust matter is referred because of such Person's knowledge
of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

          "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

          "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

          "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

          "U.S. Government Obligation" has the meaning specified in Section
13.4.

          "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

     Section 1.2    COMPLIANCE CERTIFICATES AND OPINIONS.

            (a)     Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such

                                       -7-



certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture;
provided, however, that the Company shall not be required to furnish the Trustee
with any such certificates or opinions in connection with an initial issuance of
Securities on the date of this Indenture (or any additional Securities of like
tenor subsequently issued pursuant to an underwriter's over allotment or similar
arrangement).

            (b)     Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (except for certificates
provided for in Section 10.4) shall include:

                    (i)     a statement that each individual signing such
     certificate or opinion has read such covenant or condition and the
     definitions herein relating thereto;

                    (ii)    a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based;

                    (iii)   a statement that, in the opinion of each such
     individual, he has made such examination or investigation as is necessary
     to enable him to express an informed opinion as to whether or not such
     covenant or condition has been complied with; and

                    (iv)    a statement as to whether, in the opinion of each
     such individual, such condition or covenant has been complied with.

     Section 1.3    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

            (a)     In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

            (b)     Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care

                                       -8-



should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

            (c)     Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

     Section 1.4    ACTS OF HOLDERS; RECORD DATES.

            (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing or by facsimile; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 1.4.

            (b)     The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

            (c)     The ownership of Securities shall be proved by the Security
Register.

            (d)     Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

            (e)     The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series; provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph,

                                       -9-



the Holders of Outstanding Securities of the relevant series on such record
date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

            (f)     The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(ii), or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph (f), the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph (f), the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
1.6.

            (g)     With respect to any record date set pursuant to this
Section 1.4, the party hereto which sets such record dates may designate any day
as the "Expiration Date" and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section 1.4, the party hereto which set such record date shall be deemed
to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date

                                      -10-



as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

            (h)     Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

     Section 1.5    NOTICES, ETC., TO TRUSTEE AND COMPANY.

            (a)     Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, (1) the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Corporate Trust Administration, (or by
facsimile to a fax number designated by the Trustee from time to time) or (2)
the Company by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company (or by facsimile to a fax number designated by the
Company from time to time).

     Section 1.6    NOTICE TO HOLDERS; WAIVER.

            (a)     Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

            (b)     In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

     Section 1.7    Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act which
is required under such act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act which may be so

                                      -11-



modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.

     Section 1.8    Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.9    Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.10   Separability Clause. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 1.11   Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     Section 1.12   Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the law of the State of New York,
without regard to conflicts of laws principles thereof.

     Section 1.13   Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     Section 1.14   Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section
1.14)) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity.

                                    ARTICLE 2
                                 SECURITY FORMS

     Section 2.1    FORMS GENERALLY.

            (a)     The Securities of each series shall be in substantially the
form set forth in this Article 2, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and

                                      -12-



may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with the rules of
any securities exchange or Depositary therefor or as may, consistently herewith,
be determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 for the authentication and delivery of such
Securities.

            (b)     The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

     Section 2.2    FORM OF FACE OF SECURITY.

        [Insert any legend required by the Internal Revenue Code and the
                            regulations thereunder.]

                             BERKSHIRE HATHAWAY INC.

                                                                [CUSIP No:_____]

   No. ________                                                   $ _______

          Berkshire Hathaway Inc., a corporation duly organized and existing
   under the laws of the State of Delaware (herein called the "Company", which
   term includes any successor Person under the Indenture hereinafter referred
   to), for value received, hereby promises to pay to [ ], or registered
   assigns, the principal sum of [ ] Dollars on [ ]

   [If the Security is to bear interest prior to Maturity, insert -- and to pay
   interest thereon from [ ] or from the most recent Interest Payment Date to
   which interest has been paid or duly provided for, semi-annually on [ ] and [
   ] in each year, commencing [ ], at the rate of [ ]% per annum, until the
   principal hereof is paid or made available for payment [if applicable,
   insert, provided that any principal and premium, and any such installment of
   interest, which is overdue shall bear interest at the rate of [ ]% per annum
   (to the extent that the payment of such interest shall be legally
   enforceable), from the dates such amounts are due until they are paid or made
   available for payment, and such interest shall be payable on demand]. The
   interest so payable, and punctually paid or duly provided for, on any
   Interest Payment Date will, as provided in such Indenture, be paid to the
   Person in whose name this Security (or one or more Predecessor Securities) is
   registered at the close of business on the Regular Record Date for such
   interest, which shall be the [ ] or [ ] (whether or not a Business Day), as
   the case may be, next preceding such Interest Payment Date. Any such interest
   not so punctually paid or duly provided for will forthwith cease to be
   payable to the Holder on such Regular Record Date and may either be paid to
   the Person in whose name this Security (or one or more Predecessor
   Securities) is registered at the close of business on a Special Record Date
   for the payment of such Defaulted Interest to be fixed by the Trustee, notice
   whereof shall be given to Holders of Securities of this series not less than
   10 days prior to such Special Record Date, or be paid at any time in any
   other lawful manner not inconsistent with the requirements of any securities
   exchange on which the Securities of this series may be listed, and upon such
   notice as may be required by such exchange, all as more fully provided in
   said Indenture].

   [If the Security is not to bear interest prior to Maturity, insert -- The
   principal of this Security shall not bear interest except in the case of a
   default in payment of principal upon acceleration, upon

                                      -13-



   redemption or at Stated Maturity and in such case the overdue principal and
   any overdue premium shall bear interest at the rate of [ ]% per annum (to the
   extent that the payment of such interest shall be legally enforceable), from
   the dates such amounts are due until they are paid or made available for
   payment. Interest on any overdue principal or premium shall be payable on
   demand. [Any such interest on overdue principal or premium which is not paid
   on demand shall bear interest at the rate of [ ]% per annum (to the extent
   that the payment of such interest on interest shall be legally enforce able),
   from the date of such demand until the amount so demanded is paid or made
   available for payment. Interest on any overdue interest shall be payable on
   demand.] [Interest shall be calculated on the basis of a 360 day year and the
   actual number of days elapsed.]]

          Payment of the principal of (and premium, if any) and [if applicable,
   insert -- any such] interest on this Security will be made at the office or
   agency of the Company maintained for that purpose in [ ], in such coin or
   currency of the United States of America as at the time of payment is legal
   tender for payment of public and private debts [if applicable, insert --;
   provided, however, that at the option of the Company payment of interest may
   be made by check mailed to the address of the Person entitled thereto as such
   address shall appear in the Security Register].

          Reference is hereby made to the further provisions of this Security
   set forth on the reverse hereof, which further provisions shall for all
   purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
   the Trustee referred to on the reverse hereof by manual signature, this
   Security shall not be entitled to any benefit under the Indenture or be valid
   or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
     executed.

                                             BERKSHIRE HATHAWAY INC.


                                             By

     Attest:

     Section 2.3    FORM OF REVERSE OF SECURITY.

          This Security is one of a duly authorized series of securities of the
   Company (herein called the "Securities"), issued and to be issued in one or
   more series under an Indenture, dated as of [ ] (herein called the
   "Indenture", which term shall have the meaning assigned to it in such
   instrument), between the Company and The Bank of New York, as Trustee (herein
   called the "Trustee", which term includes any successor trustee under the
   Indenture), and reference is hereby made to the Indenture for a statement of
   the respective rights, limitations of rights, duties and immunities
   thereunder of the Company, the Trustee and the Holders of the Securities and
   of the terms upon which the Securities are, and are to be, authenticated and
   delivered. This Security is one of the series designated on the face hereof,
   limited in aggregate principal amount to $[ ].

          [If applicable, insert-- The Securities of this series are subject to
   redemption upon not less than 30 days' notice by mail, [if applicable,
   insert-- (1) on [ ] in any year commencing with the year [ ] and ending with
   the year [ ] through operation of the sinking fund for this series at a
   Redemption Price equal to 100% of the principal amount, and (2)] at any time
   [if applicable, insert-- on or after [ ], 20[ ], as a whole or in part, at
   the election of the Company, at the following Redemption Prices (expressed as
   percentages of the principal amount): If redeemed [if applicable,

                                      -14-



   insert-- on or before [ ], [ ]%, and if redeemed] during the 12-month period
   beginning [ ] of the years indicated,

                 Redemption                      Redemption
   Year            Price            Year           Price
   ----            -----            ----           -----


   and thereafter at a Redemption Price equal to [ ]% of the principal amount,
   together in the case of any such redemption [if applicable, insert --
   (whether through operation of the sinking fund or otherwise)] with accrued
   interest to the Redemption Date, but interest installments whose Stated
   Maturity is on or prior to such Redemption Date will be payable to the
   Holders of such Securities, or one or more Predecessor Securities, of record
   at the close of business on the relevant Record Dates referred to on the face
   hereof, all as provided in the Indenture.]

          [If applicable, insert-- The Securities of this series are subject to
   redemption upon not less than 30 days' notice by mail, (1) on [ ] in any year
   commencing with the year [ ] and ending with the year [ ] through operation
   of the sinking fund for this series at the Redemption Prices for redemption
   through operation of the sinking fund (expressed as percentages of the
   principal amount) set forth in the table below, and (2) at any time [if
   applicable, insert-- on or after [ ], as a whole or in part, at the election
   of the Company, at the Redemption Prices for redemption otherwise than
   through operation of the sinking fund (expressed as percentages of the
   principal amount) set forth in the table below: If redeemed during the
   12-month period beginning [ ] of the years indicated,

                        Redemption Price
                         For Redemption                 Redemption Price For
                        Through Operation               Redemption Otherwise
                             of the                    Than Through Operation
   Year                   Sinking Fund                   of the Sinking Fund
   ----                   ------------                   -------------------


   and thereafter at a Redemption Price equal to [ ]% of the principal amount,
   together in the case of any such redemption (whether through operation of the
   sinking fund or other wise) with accrued interest to the Redemption Date, but
   interest installments whose Stated Maturity is on or prior to such Redemption
   Date will be payable to the Holders of such Securities, or one or more
   Predecessor Securities, of record at the close of business on the relevant
   Record Dates referred to on the face hereof, all as provided in the
   Indenture.]

          [If applicable, insert -- Notwithstanding the foregoing, the Company
   may not, prior to [ ], redeem any Securities of this series as contemplated
   by [if applicable, insert -- Clause (2) of] the preceding paragraph as a part
   of, or in anticipation of, any refunding operation by the application,
   directly or indirectly, of moneys borrowed having an interest cost to the
   Company (calculated in accordance with generally accepted financial practice)
   of less than [ ]% per annum.]

          [If applicable, insert -- The sinking fund for this series provides
   for[ ] the redemption on [ ] in each year beginning with the year [ ] and
   ending with the year [ ]

                                      -15-



   of [if applicable, insert -- not less than $[ ] ("mandatory sinking fund")
   and not more than] $[ ] aggregate principal amount of Securities of this
   series. Securities of this series acquired or redeemed by the Company
   otherwise than through [if applicable, insert -- mandatory] sinking fund
   payments may be credited against subsequent [if applicable, insert --
   mandatory] sinking fund payments otherwise required to be made [if
   applicable, insert -- , in the inverse order in which they become due].]

          [If the Security is subject to redemption of any kind, insert -- In
   the event of redemption of this Security in part only, a new Security or
   Securities of this series and of like tenor for the unredeemed portion hereof
   will be issued in the name of the Holder hereof upon the cancellation
   hereof.]

          [If applicable, insert -- The Indenture contains provisions for
   defeasance at any time of [the entire Indebtedness of this Security] [or]
   [certain restrictive covenants and Events of Default with respect to this
   Security] [, in each case] upon compliance with certain conditions set forth
   in the Indenture.]

          [If the Security is not an Original Issue Discount Security, insert --
   If an Event of Default with respect to Securities of this series shall occur
   and be continuing, the principal of the Securities of this series may be
   declared due and payable in the manner and with the effect provided in the
   Indenture.]

          [If the Security is an Original Issue Discount Security, insert -- If
   an Event of Default with respect to Securities of this series shall occur and
   be continuing, an amount of principal of the Securities of this series may be
   declared due and payable in the manner and with the effect provided in the
   Indenture. Such amount shall be equal to -- insert formula for determining
   the amount. Upon payment (i) of the amount of principal so declared due and
   payable and (ii) of interest on any overdue principal, premium and interest
   (in each case to the extent that the payment of such interest shall be
   legally enforceable), all of the Company's obligations in respect of the
   payment of the principal of and premium and interest, if any, on the
   Securities of this series shall terminate.]

          The Indenture permits, with certain exceptions as therein provided,
   the amendment thereof and the modification of the rights and obligations of
   the Company and the rights of the Holders of the Securities of each series to
   be affected under the Indenture at any time by the Company and the Trustee
   with the consent of the Holders of 51% in principal amount of the Securities
   at the time Outstanding of each series to be affected. The Indenture also
   contains provisions permitting the Holders of specified percentages in
   principal amount of the Securities of each series at the time Outstanding, on
   behalf of the Holders of all Securities of such series, to waive compliance
   by the Company with certain provisions of the Indenture and certain past
   defaults under the Indenture and their consequences. Any such consent or
   waiver by the Holder of this Security shall be conclusive and binding upon
   such Holder and upon all future Holders of this Security and of any Security
   issued upon the registration of transfer hereof or in exchange herefor or in
   lieu hereof, whether or not notation of such consent or waiver is made upon
   this Security.

          As provided in and subject to the provisions of the Indenture, the
   Holder of this Security shall not have the right to institute any proceeding
   with respect to the Indenture or for the appointment of a receiver or trustee
   or for any other remedy thereunder, unless such Holder shall have previously
   given the Trustee written notice of a continuing Event of Default with
   respect to the Securities of this series, the Holders of not less than 25% in
   principal amount of the Securities of this series at the time Outstanding
   shall have made written request to the Trustee to institute proceedings in
   respect of such Event of Default as Trustee and offered the Trustee indemnity
   or security reasonably satisfactory to it, and the Trustee shall not have
   received from the Holders of a majority in principal amount of Securities of
   this series at the time Outstanding a direction inconsistent with such
   request, and shall have failed to institute any such proceeding, for 60 days
   after receipt of such notice, request and offer of indemnity. The foregoing
   shall not apply to any suit instituted by the Holder of this Security for

                                      -16-



   the enforcement of any payment of principal hereof or any premium or interest
   hereon on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
   or of the Indenture shall alter or impair the obligation of the Company,
   which is absolute and unconditional, to pay the principal of and any premium
   and interest on this Security at the times, place and rate, and in the coin
   or currency, herein prescribed.

          The Indenture and this Security are governed by the laws of the State
   of New York, without regard to conflicts of laws provisions thereof.

          As provided in the Indenture and subject to certain limitations
   therein set forth, the transfer of this Security is registrable in the
   Security Register, upon surrender of this Security for registration of
   transfer at the office or agency of the Company in any place where the
   principal of and any premium and interest on this Security are payable, duly
   endorsed by, or accompanied by a written instrument of transfer in form
   satisfactory to the Company and the Security Registrar duly executed by, the
   Holder hereof or his attorney duly authorized in writing, and thereupon one
   or more new Securities of this series and of like tenor, of authorized
   denominations and for the same aggregate principal amount, will be issued to
   the designated transferee or transferees.

          The Securities of this series are issuable in [registered/global] form
   without coupons in denominations of $[ ] and any integral multiple thereof.
   As provided in the Indenture and subject to certain limitations therein set
   forth, Securities of this series are exchangeable for a like aggregate
   principal amount of Securities of this series and of like tenor of a
   different authorized denomination, as requested by the Holder surrendering
   the same.

          No service charge shall be made for any such registration of transfer
   or exchange, but the Company may require payment of a sum sufficient to cover
   any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
   transfer, the Company, the Trustee and any agent of the Company or the
   Trustee may treat the Person in whose name this Security is registered as the
   owner hereof for all purposes, whether or not this Security be overdue, and
   neither the Company, the Trustee nor any such agent shall be affected by
   notice to the contrary.

          All terms used in this Security which are defined in the Indenture
   shall have the meanings assigned to them in the Indenture.

     Section 2.4    Form of Legend for Global Securities. Unless otherwise
specified as contemplated by Section 3.1 for the Securities evidenced thereby,
every Global Security authenticated and delivered hereunder shall bear a legend
in substantially the following form:

   THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
   HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
   NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
   SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
   BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
   NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
   INDENTURE.

     Section 2.5    Form of Trustee's Certificate of Authentication. The
Trustee's certificates of authentication shall be in substantially the following
form:

                                      -17-



     This is one of the Securities of the series designated therein referred to
     in the within-mentioned Indenture.

       Dated:                                         THE BANK OF NEW YORK,
                                                      as Trustee,

                                                      By:
                                                         -----------------------
                                                      Authorized Signatory

                                    ARTICLE 3
                                 THE SECURITIES

     Section 3.1    AMOUNT UNLIMITED; ISSUABLE IN SERIES.

            (a)     The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

            (b)     The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and, subject to
Section 3.3, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

                    (i)     the title of the Securities of the series (which
     shall distinguish the Securities of the series from Securities of any other
     series);

                    (ii)    any limit upon the aggregate principal amount of the
     Securities of the series which may be authenticated and delivered under
     this Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and
     except for any Securities which, pursuant to Section 3.3, are deemed never
     to have been authenticated and delivered hereunder);

                    (iii)   the Person to whom any interest on a Security of the
     series shall be payable, if other than the Person in whose name that
     Security (or one or more Predecessor Securities) is registered at the close
     of business on the Regular Record Date for such interest;

                    (iv)    the date or dates on which the principal of any
     Securities of the series is payable;

                    (v)     the rate or rates at which any Securities of the
     series shall bear interest, if any, the date or dates from which any such
     interest shall accrue, the Interest Payment Dates on which any such
     interest shall be payable and the Regular Record Date for any such interest
     payable on any Interest Payment Date;

                                      -18-



                    (vi)    the place or places where the principal of and any
     premium and interest on any Securities of the series shall be payable;

                    (vii)   the period or periods within which, the price or
     prices at which and the terms and conditions upon which any Securities of
     the series may be redeemed, in whole or in part, at the option of the
     Company and, if other than by a Board Resolution, the manner in which any
     election by the Company to redeem the Securities shall be evidenced;

                    (viii)  the obligation, if any, of the Company to redeem or
     purchase any Securities of the series pursuant to any sinking fund or
     analogous provisions or at the option of the Holder thereof and the period
     or periods within which, the price or prices at which and the terms and
     conditions upon which any Securities of the series shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation;

                    (ix)    if other than denominations of $1,000 and any
     integral multiple thereof, the denominations in which any Securities of the
     series shall be issuable;

                    (x)     if the amount of principal of or any premium or
     interest on any Securities of the series may be determined with reference
     to an index or pursuant to a formula, the manner in which such amounts
     shall be determined;

                    (xi)    if other than the currency of the United States of
     America, the currency, currencies or currency units in which the principal
     of or any premium or interest on any Securities of the series shall be
     payable and the manner of determining the equivalent thereof in the
     currency of the United States of America for any purpose, including for
     purposes of the definition of "Outstanding" in Section 1.1;

                    (xii)   if the principal of or any premium or interest on
     any Securities of the series is to be payable, at the election of the
     Company or the Holder thereof, in one or more currencies or currency units
     other than that or those in which such Securities are stated to be payable,
     the currency, currencies or currency units in which the principal of or any
     premium or interest on such Securities as to which such election is made
     shall be payable, the periods within which and the terms and conditions
     upon which such election is to be made and the amount so payable (or the
     manner in which such amount shall be determined);

                    (xiii)  if other than the entire principal amount thereof,
     the portion of the principal amount of any Securities of the series which
     shall be payable upon declaration of acceleration of the Maturity thereof
     pursuant to Section 5.2;

                    (xiv)   if the principal amount payable at the Stated
     Maturity of any Securities of the series will not be determinable as of any
     one or more dates prior to the Stated Maturity, the amount which shall be
     deemed to be the principal amount of such Securities as of any such date
     for any purpose thereunder or hereunder, including the principal amount
     thereof which shall be due and payable upon any Maturity other than

                                      -19-



     the Stated Maturity or which shall be deemed to be Outstanding as of any
     date prior to the Stated Maturity (or, in any such case, the manner in
     which such amount deemed to be the principal amount shall be determined);

                    (xv)    if applicable, whether the Securities of the series,
     in whole or any specified part, shall be indefeasible pursuant to Section
     13.2 or Section 13.3 or both such Sections and, if defeasible, the manner
     in which any election by the Company to defease such Securities shall be
     evidenced, if other than by a Board Resolution;

                    (xvi)   if applicable, that any Securities of the series
     shall be issuable in whole or in part in the form of one or more Global
     Securities and, in such case, the respective Depositaries for such Global
     Securities, the form of any legend or legends which shall be borne by any
     such Global Security in addition to or in lieu of that set forth in Section
     2.4 and any circumstances in addition to or in lieu of those set forth in
     Section 3.5(h)(ii) in which any such Global Security may be exchanged in
     whole or in part for Securities registered, and any transfer of such Global
     Security in whole or in part may be registered, in the name or names of
     Persons other than the Depositary for such Global Security or a nominee
     thereof;

                    (xvii)  any addition to or change in the Events of Default
     which applies to any Securities of the series and any change in the right
     of the Trustee or the requisite Holders of such Securities to declare the
     principal amount thereof due and payable pursuant to Section 5.2;

                    (xviii) any addition to or change in the covenants set forth
     in Article 10 which applies to Securities of the series; and

                    (xix)   any other terms of the series (which terms shall not
     be inconsistent with the provisions of this Indenture, except as permitted
     by Section 9.1(v)).

            (c)     All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
3.3) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.

            (d)     If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

     Section 3.2    Denominations. Unless otherwise specified pursuant to
Section 3.1(a)(xvi), the Securities of each series shall be issuable in
registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 3.1. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

     Section 3.3    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                                      -20-



            (a)     The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

            (b)     Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

            (c)     At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating:

                    (i)     if the form of such Securities has been established
     by or pursuant to Board Resolution as permitted by Section 2.1, that such
     form has been established in conformity with the provisions of this
     Indenture;

                    (ii)    if the terms of such Securities have been
     established by or pursuant to Board Resolution as permitted by Section 3.1,
     that such terms have been established in conformity with the provisions of
     this Indenture;

                    (iii)   that such Securities, when authenticated and
     delivered by the Trustee and issued by the Company in the manner and
     subject to any conditions specified in such Opinion of Counsel, will
     constitute valid and legally binding obligations of the Company enforceable
     in accordance with their terms, subject to bankruptcy, insolvency,
     fraudulent transfer, reorganization, moratorium and similar laws of general
     applicability relating to or affecting creditors' rights and to general
     equity principles;

                    (iv)    that all laws and requirements in respect of the
     execution and delivery by the Company of such Securities have been complied
     with; and

                    (v)     that the Company has taken all action necessary
     under its organizational documents and the Delaware General Corporation Law
     to authorize the issuance of the Securities.

            (d)     If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

                                      -21-



            (e)     Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

            (f)     Each Security shall be dated the date of its authentication.

            (g)     No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.9, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

            (h)     The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

     Section 3.4    TEMPORARY SECURITIES.

            (a)     Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

            (b)     If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the

                                      -22-



temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and tenor.

     Section 3.5    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

            (a)     The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

            (b)     Upon surrender for registration of transfer of any Security
of a series at the office or agency of the Company in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

            (c)     At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

            (d)     All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

            (e)     Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

            (f)     No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

            (g)     If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall not be required
(i) to issue, register the transfer of or exchange any Securities of that series
(or of that series and specified tenor, as the case may be)

                                      -23-



during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 11.3 and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

            (h)     The provisions of Clauses (i), (ii), (iii) and (iv) below
shall apply only to Global Securities:

                    (i)     Each Global Security authenticated under this
     Indenture shall be registered in the name of the Depositary designated for
     such Global Security or a nominee thereof and delivered to such Depositary
     or a nominee thereof or custodian therefor, and each such Global Security
     shall constitute a single Security for all purposes of this Indenture.

                    (ii)    Notwithstanding any other provision in this
     Indenture, no Global Security may be exchanged in whole or in part for
     Securities registered, and no transfer of a Global Security in whole or in
     part may be registered, in the name of any Person other than the Depositary
     for such Global Security or a nominee thereof unless (i) such Depositary
     (A) has notified the Company that it is unwilling or unable to continue as
     Depositary for such Global Security or (B) has ceased to be a clearing
     agency registered under the Exchange Act, (ii) there shall have occurred
     and be continuing an Event of Default with respect to such Global Security
     or (iii) there shall exist such circumstances, if any, in addition to or in
     lieu of the foregoing as have been specified for this purpose as
     contemplated by Section 3.1.

                    (iii)   Subject to Clause (ii) above, any exchange of a
     Global Security for other Securities may be made in whole or in part, and
     all Securities issued in exchange for a Global Security or any portion
     thereof shall be registered in such names as the Depositary for such Global
     Security shall direct.

                    (iv)    Every Security authenticated and delivered upon
     registration of transfer of, or in exchange for or in lieu of, a Global
     Security or any portion thereof, whether pursuant to this Section 3.5,
     Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and
     delivered in the form of, and shall be, a Global Security, unless such
     Security is registered in the name of a Person other than the Depositary
     for such Global Security or a nominee thereof.

     Section 3.6    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

            (a)     If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                                      -24-



            (b)     If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

            (c)     In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

            (d)     Upon the issuance of any new Security under this Section
3.6, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            (e)     Every new Security of any series issued pursuant to this
Section 3.6 in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

            (f)     The provisions of this Section 3.6 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.7    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

            (a)     Except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

            (b)     Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (i) or (ii) below:

                    (i)     The Company may elect to make payment of any
     Defaulted Interest to the Persons in whose names the Securities of such
     series (or their respective Predecessor Securities) are registered at the
     close of business on a Special Record Date for the payment of such
     Defaulted Interest, which shall be fixed in the following manner:

                                      -25-



     The Company shall notify the Trustee in writing of the amount of Defaulted
     Interest proposed to be paid on each Security of such series and the date
     of the proposed payment, and at the same time the Company shall deposit
     with the Trustee an amount of money equal to the aggregate amount proposed
     to be paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be given to each Holder of Securities
     of such series in the manner set forth in Section 1.6, not less than 10
     days prior to such Special Record Date. Notice of the proposed payment of
     such Defaulted Interest and the Special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the Securities of such series (or their respective Predecessor Securities)
     are registered at the close of business on such Special Record Date and
     shall no longer be payable pursuant to the following Clause (ii).

                    (ii)    The Company may make payment of any Defaulted
     Interest on the Securities of any series in any other lawful manner not
     inconsistent with the requirements of any securities exchange on which such
     Securities may be listed, and upon such notice as may be required by such
     exchange, if, after notice given by the Company to the Trustee of the
     proposed payment pursuant to this Clause (ii), such manner of payment shall
     be deemed practicable by the Trustee.

            (c)     Subject to the foregoing provisions of this Section 3.7,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

     Section 3.8    Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 3.7) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     Section 3.9    Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have

                                      -26-



acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 3.9, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of in
accordance with the Trustee's customary procedures.

     Section 3.10   Computation of Interest. Except as otherwise specified as
contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

     Section 3.11   Cusip Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such matter shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

     Section 4.1    SATISFACTION AND DISCHARGE OF INDENTURE.

            (a)     This Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                    (i)     either

                            A.   all Securities theretofore authenticated and
     delivered (other than (i) Securities which have been destroyed, lost or
     stolen and which have been replaced or paid as provided in Section 3.6 and
     (ii) Securities for whose payment money has theretofore been deposited in
     trust or segregated and held in trust by the Company and thereafter repaid
     to the Company or discharged from such trust, as provided in Section 10.3)
     have been delivered to the Trustee for cancellation; or

                            B.   all such Securities not theretofore delivered
     to the Trustee for cancellation:

                                 (1)  have become due and payable, or

                                 (2)  will become due and payable at their
                            Stated Maturity within one year, or

                                      -27-



                                 (3)  are to be called for redemption within one
                            year under arrangements satisfactory to the Trustee
                            for the giving of notice of redemption by the
                            Trustee in the name, and at the expense, of the
                            Company,

     and the Company, in the case of (1), (2) or (3) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose money in an amount sufficient to pay and discharge the entire
     Indebtedness on such Securities not theretofore delivered to the Trustee
     for cancellation, for principal and any premium and interest to the date of
     such deposit (in the case of Securities which have become due and payable)
     or to the Stated Maturity or Redemption Date, as the case may be;

                    (ii)    the Company has paid or caused to be paid all other
     sums payable hereunder by the Company; and

                    (iii)   the Company has delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating that all
     conditions precedent herein provided for relating to the satisfaction and
     discharge of this Indenture have been complied with.

            (b)     Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Company to any Authenticating Agent under Section 6.14 and,
if money shall have been deposited with the Company pursuant to subclause (B) of
Clause (i) of this Section 4.1, the obligations of the Trustee under Section 4.2
and the last paragraph of Section 10.3 shall survive.

     Section 4.2    Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has been
deposited with the Trustee.

                                    ARTICLE 5
                                    REMEDIES

     Section 5.1    Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                    (i)     default in the payment of any interest upon any
     Security of that series when it becomes due and payable, and continuance of
     such default for a period of 30 days; or

                    (ii)    default in the payment of the principal of or any
     premium on any Security of that series at its Maturity; or

                                      -28-



                    (iii)   default in the deposit of any sinking fund payment,
     when and as due by the terms of a Security of that series, and continuance
     of such default for a period of 30 days; or

                    (iv)    default in the performance, or breach, of any
     covenant or warranty of the Company in this Indenture (other than a
     covenant or warranty a default in whose performance or whose breach is
     elsewhere in this Section 5.1 specifically dealt with or which has
     expressly been included in this Indenture solely for the benefit of series
     of Securities other than that series), and continuance of such default or
     breach for a period of 60 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

                    (v)     a default under any bond, debenture, note or other
     evidence of Indebtedness for money borrowed (other than Non-Recourse Debt)
     by the Company or any Consolidated Subsidiary (including a default with
     respect to Securities of any series other than that series) having an
     aggregate principal amount outstanding of at least $50,000,000, or under
     any mortgage, indenture or instrument (including this Indenture) under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed (other than Non-Recourse Debt) by the
     Company or any Consolidated Subsidiary having an aggregate principal amount
     outstanding of at least $50,000,000, whether such Indebtedness now exists
     or shall hereafter be created, which default (A) shall constitute a failure
     to pay any portion of the principal of such Indebtedness when due and
     payable after the expiration of any applicable grace period with respect
     thereto or (B) shall have resulted in such Indebtedness becoming or being
     declared due and payable prior to the date on which it would otherwise have
     become due and payable, without, in the case of Clause (A), such
     Indebtedness having been discharged or without, in the case of Clause (B),
     such Indebtedness having been discharged or such acceleration having been
     rescinded or annulled, in each such case within a period of 15 days after
     there shall have been given, by registered or certified mail, to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 25% in principal amount of the Outstanding Securities of that
     series a written notice specifying such default and requiring the Company
     to cause such Indebtedness to be discharged or cause such acceleration to
     be rescinded or annulled, as the case may be, and stating that such notice
     is a "Notice of Default" hereunder; or

                    (vi)    the entry by a court having jurisdiction in the
     premises of (A) a decree or order for relief in respect of the Company in
     an involuntary case or proceeding under any applicable federal or state
     bankruptcy, insolvency, reorganization or other similar law or (B) a decree
     or order adjudging the Company a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under any applicable federal
     or state law, or appointing a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or of any
     substantial part of its property, or ordering the winding

                                      -29-



     up or liquidation of its affairs, and the continuance of any such decree or
     order for relief or any such other decree or order undismissed or unstayed
     and in effect for a period of 60 consecutive days; or

                    (vii)   the commencement by the Company of a voluntary case
     or proceeding under any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable federal or state bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable federal or state law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking of corporate action by the Company in
     furtherance of any such action; or

                    (viii)  any other Event of Default provided with respect to
     Securities of that series.

     Section 5.2    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

            (a)     If an Event of Default (other than an Event of Default
specified in Section 5.1(vi) or 5.1(vii)) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in Section 5.1(vi) or 5.1(vii) with respect to Securities of any
series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.

            (b)     At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article 5 provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                                      -30-



                    (i)     the Company has paid or deposited with the Trustee a
     sum sufficient to pay:

                            A.   all overdue interest on all Securities of that
     series,

                            B.   the principal of (and premium, if any, on) any
     Securities of that series which have become due otherwise than by such
     declaration of acceleration and any interest thereon at the rate or rates
     prescribed therefor in such Securities,

                            C.   to the extent that payment of such interest is
     lawful, interest upon overdue interest at the rate or rates prescribed
     therefor in such Securities, and

                            D.   all sums paid or advanced by the Trustee
     hereunder and the reasonable compensation, expenses, disbursements and
     advances of the Trustee, its agents and counsel; and

                    (ii)    all Events of Default with respect to Securities of
     that series, other than the non-payment of the principal of Securities of
     that series which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 5.13.

            (c)     No such rescission shall affect any subsequent default or
impair any right consequent thereon.

     Section 5.3    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                    TRUSTEE.

            (a)     The Company covenants that if

                    (i)     default is made in the payment of any interest on
     any Security when such interest becomes due and payable and such default
     continues for a period of 30 days, or

                    (ii)    default is made in the payment of the principal of
     (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

            (b)     If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific

                                      -31-



enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

     Section 5.4    TRUSTEE MAY FILE PROOFS OF CLAIM.

            (a)     In case of any judicial proceeding relative to the Company
(or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.

            (b)     No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

     Section 5.5    Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     Section 5.6    Application of Money Collected. Any money collected by the
Trustee pursuant to this Article 5 shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or any premium or interest, upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

               FIRST: To the payment of all amounts due the Trustee under
     Section 6.7; and

               SECOND: To the payment of the amounts then due and unpaid for
     principal of and any premium and interest on the Securities in respect of
     which or for the benefit of which such money has been collected, ratably,
     without preference or priority of any kind,

                                      -32-



     according to the amounts due and payable on such Securities for principal
     and any premium and interest, respectively.

     Section 5.7    Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

                    (i)     such Holder has previously given written notice to
     the Trustee of a continuing Event of Default with respect to the Securities
     of that series;

                    (ii)    the Holders of not less than 25% in principal amount
     of the Outstanding Securities of that series shall have made written
     request to the Trustee to institute proceedings in respect of such Event of
     Default in its own name as Trustee hereunder;

                    (iii)   such Holder or Holders have offered to the Trustee
     indemnity or security reasonably satisfactory to the Trustee against the
     costs, expenses and liabilities to be incurred in compliance with such
     request;

                    (iv)    the Trustee for 60 days after its receipt of such
     notice, request and offer of indemnity has failed to institute any such
     proceeding; and

                    (v)     no direction inconsistent with such written request
     has been given to the Trustee during such 60-day period by the Holders of a
     majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

     Section 5.8    Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 3.7)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     Section 5.9    Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and

                                      -33-



remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

     Section 5.10   Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.11   Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     Section 5.12   Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that

                    (i)     such direction shall not be in conflict with any
     rule of law or with this Indenture, and

                    (ii)    the Trustee may take any other action deemed proper
     by the Trustee which is not inconsistent with such direction.

     Section 5.13   WAIVER OF PAST DEFAULTS.

            (a)     The Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to
such series and its consequences, except a default

                    (i)     in the payment of the principal of or any premium or
     interest on any Security of such series, or

                    (ii)    in respect of a covenant or provision hereof which
     under Article Nine cannot be modified or amended without the consent of the
     Holder of each Outstanding Security of such series affected.

            (b)     Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this

                                      -34-



Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

     Section 5.14   Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section 5.14 nor the Trust Indenture Act shall be deemed to authorize any court
to require such an undertaking or to make such an assessment in any suit
instituted by the Trustee or the Company.

     Section 5.15   Waiver of Usury, Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                    ARTICLE 6
                                   THE TRUSTEE

     Section 6.1    Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.1.

     Section 6.2    Notice of Defaults. If a default occurs hereunder with
respect to Securities of any series, the Trustee shall give the Holders of
Securities of such series notice of such default as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 5.1(iv) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section 6.2, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

     Section 6.3    CERTAIN RIGHTS OF TRUSTEE.

            (a)     Subject to the provisions of Section 6.1:

                                      -35-



                    (i)     the Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of Indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

                    (ii)    any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order,
and any resolution of the Board of Directors shall be sufficiently evidenced by
a Board Resolution;

                    (iii)   whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

                    (iv)    the Trustee may consult with counsel of its
selection and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;

                    (v)     the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;

                    (vi)    the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of Indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, so long as such Trustee, agent or attorney agrees to
reasonable confidentiality provisions not inconsistent with the Trustee's duties
hereunder;

                    (vii)   the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;

                    (viii)  the Trustee shall not be deemed to have notice of
any default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities or this Indenture;

                                      -36-



                    (ix)    the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder; and

                    (x)     the Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

     Section 6.4    Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     Section 6.5    May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

     Section 6.6    Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

     Section 6.7    COMPENSATION AND REIMBURSEMENT.

            (a)     The Company agrees

                    (i)     to pay to the Trustee from time to time such
     compensation as shall be agreed in writing between the Company and the
     Trustee for all services rendered by it hereunder (which compensation shall
     not be limited by any provision of law in regard to the compensation of a
     trustee of an express trust);

                    (ii)    except as otherwise expressly provided herein, to
     reimburse the Trustee upon its request for all reasonable expenses,
     disbursements and advances incurred or made by the Trustee in accordance
     with any provision of this Indenture (including the reasonable compensation
     and the expenses and disbursements of its agents and counsel), except any
     such expense, disbursement or advance as may be attributable to its
     negligence or willful misconduct; and

                                      -37-



                    (iii)   to indemnify each of the Trustee and any predecessor
     Trustee for, and to hold it harmless against, any and all losses,
     liabilities, damages, claims or expenses, including taxes (other than taxes
     based on the income of the Trustee) incurred without negligence or willful
     misconduct on its part, arising out of or in connection with the acceptance
     or administration of the trust or trusts hereunder, including the costs and
     expenses of defending itself against any claim (whether asserted by the
     Company, a Holder or any other Person) or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

            (b)     The Trustee shall have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owing to it or any
predecessor Trustee pursuant to this Section 6.7, except with respect to funds
held in trust for the benefit of holders of particular Securities.

            (c)     When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(vi) or Section
5.1(vii), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

            (d)     The provisions of this Section 6.7 shall survive the
termination of this Indenture.

     Section 6.8    Conflicting Interests. If the Trustee has or shall acquire
a conflicting interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by such Act, the Trustee shall not
be deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series.

     Section 6.9    Corporate Trustee Required; Eligibility. There shall at
all times be one (and only one) Trustee hereunder with respect to the Securities
of each series, which may be Trustee hereunder for Securities of one or more
other series. Each Trustee shall be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $100,000,000 and has an office in New York, New York. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 6.9 and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this
Section 6.9, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     Section 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                                      -38-



            (a)     No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

            (b)     The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

            (c)     The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the Trustee's receipt of such notice of removal, the departing Trustee may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

            (d)     If at any time:

                    (i)     the Trustee shall fail to comply with Section 6.8
     after written request therefor by the Company or by any Holder who has been
     a bona fide Holder of a Security for at least six months, or

                    (ii)    the Trustee shall cease to be eligible under Section
     6.9 and shall fail to resign after written request therefor by the Company
     or by any such Holder, or

                    (iii)   the Trustee shall become incapable of acting or
     shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or
     of its property shall be appointed or any public officer shall take charge
     or control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

            (e)     If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within

                                      -39-



one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

            (f)     The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to all Holders of Securities of such series in the manner provided in Section
1.6. Each notice shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office.

     Section 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

            (a)     In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

            (b)     In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall

                                      -40-



constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

            (c)     Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

            (d)     No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article 6.

     Section 6.12   Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

     Section 6.13   Preferential Collection of Claims Against Company. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

     Section 6.14   APPOINTMENT OF AUTHENTICATING AGENT.

            (a)     The Trustee may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series issued
upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's

                                      -41-



certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $100,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 6.14, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.

            (b)     Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section 6.14, without
the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.

            (c)     An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 to all Holders
of Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 6.14.

            (d)     The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 6.14.

            (e)     If an appointment with respect to one or more series is made
pursuant to this Section 6.14, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

     This is one of the Securities of the series designated therein referred to
     in the within mentioned-Indenture.

                                      -42-



                                      THE BANK OF NEW YORK,
                                      as Trustee


                                      By
                                         As Authenticating Agent


                                      By
                                         Authorized Officer

                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.1    Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee

                    (i)     semi-annually, not later than June 1 and December 1
     in each year, a list, in such form as the Trustee may reasonably require,
     of the names and addresses of the Holders of Securities of each series as
     of the preceding Interest Payment Date for such series, and

                    (ii)    at such other times as the Trustee may request in
     writing, within 30 days after the receipt by the Company of any such
     request, a list of similar form and content as of a date not more than 15
     days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

     Section 7.2    PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

            (a)     The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

            (b)     The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

            (c)     Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

     Section 7.3    REPORTS BY TRUSTEE.

                                      -43-



            (a)     The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

            (b)     Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than July 15 in each
calendar year, commencing in 2002.

            (c)     If required by Section 313(a) of the Trust Indenture Act,
the Trustee shall, within sixty days after each May 15 following the date of the
initial issuance of Securities under this Indenture, deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such
Section 313(a).

            (d)     A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee when any Securities are listed on any
stock exchange and of any delisting thereof.

     Section 7.4    Reports by Company. The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                                    ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     Section 8.1    Company May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

                    (i)     in case the Company shall consolidate with or merge
     into another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation,
     partnership, limited liability company, trust or similar entity, shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and any

                                      -44-



     premium and interest on all the Securities and the performance or
     observance of every covenant of this Indenture on the part of the Company
     to be performed or observed;

                    (ii)    immediately after giving effect to such transaction
     and treating any Indebtedness which becomes an obligation of the Company or
     any Consolidated Subsidiary as a result of such transaction as having been
     incurred by the Company or such Consolidated Subsidiary at the time of such
     transaction, no Event of Default, and no event which, after notice or lapse
     of time or both, would become an Event of Default, shall have happened and
     be continuing; and

                    (iii)   the Company has delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance, transfer or lease and, if a supplemental
     indenture is required in connection with such transaction, such
     supplemental indenture comply with this Article and that all conditions
     precedent herein provided for relating to such transaction have been
     complied with.

     Section 8.2    Successor Substituted. Upon any consolidation of the Company
with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 8.1, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     Section 9.1    Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

                    (i)     to evidence the succession of another Person to the
     Company and the assumption by any such successor of the covenants of the
     Company herein and in the Securities; or

                    (ii)    to add to the covenants of the Company for the
     benefit of the Holders of all or any series of Securities (and if such
     covenants are to be for the benefit of less than all series of Securities,
     stating that such covenants are expressly being included solely for the
     benefit of such series) or to surrender any right or power herein conferred
     upon the Company; or

                    (iii)   to add any additional Events of Default for the
     benefit of the Holders of all or any series of Securities (and if such
     additional Events of Default are to

                                      -45-



     be for the benefit of less than all series of Securities, stating that such
     additional Events of Default are expressly being included solely for the
     benefit of such series); or

                    (iv)    to add to or change any of the provisions of this
     Indenture to such extent as shall be necessary to permit or facilitate the
     issuance of Securities in bearer form, registrable or not registrable as to
     principal, and with or without interest coupons, or to permit or facilitate
     the issuance of Securities in uncertificated form; or

                    (v)     to add to, change or eliminate any of the provisions
     of this Indenture in respect of one or more series of Securities, provided
     that any such addition, change or elimination (A) shall neither (i) apply
     to any Security of any series created prior to the execution of such
     supplemental indenture and entitled to the benefit of such provision nor
     (ii) modify the rights of the Holder of any such Security with respect to
     such provision or (B) shall become effective only when there is no such
     Security Outstanding; or

                    (vi)    to establish the form or terms of Securities of any
     series as permitted by Sections 2.1 and 3.1; or

                    (vii)   to evidence and provide for the acceptance of
     appointment hereunder by a successor Trustee with respect to the Securities
     of one or more series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to the requirements of Section 6.11; or

                    (viii)  to cure any ambiguity, to correct or supplement any
     provision herein which may be defective or inconsistent with any other
     provision herein, to add, amend, or supplement procedures and procedural
     matters by which the transactions contemplated by and other actions
     provided for in this Agreement are effectuated, including forms of notices,
     request, instructions, and the like, or to make any other provisions with
     respect to matters or questions arising under this Indenture, provided that
     such action pursuant to this Clause (viii) shall not adversely affect the
     interests of the Holders of Securities of any series in any material
     respect.

     Section 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

            (a)     With the consent of the Holders of not less than 51% in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                                      -46-



                    (i)     change the Stated Maturity of the principal of, or
     any installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of the principal
     of an Original Issue Discount Security or any other Security which would be
     due and payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Section 5.2, or change any Place of Payment where, or the coin
     or currency in which, any Security or any premium or interest thereon is
     payable, or impair the right to institute suit for the enforcement of any
     such payment on or after the Stated Maturity thereof (or, in the case of
     redemption, on or after the Redemption Date), or

                    (ii)    reduce the percentage in principal amount of the
     Outstanding Securities of any series, the consent of whose Holders is
     required for any such supplemental indenture, or the consent of whose
     Holders is required for any waiver (of compliance with certain provisions
     of this Indenture or certain defaults hereunder and their consequences)
     provided for in this Indenture, or

                    (iii)   modify any of the provisions of this Section 9.2,
     Section 5.13 or Section 10.5, except to increase any such percentage or to
     provide that certain other provisions of this Indenture cannot be modified
     or waived without the consent of the Holder of each Outstanding Security
     affected thereby; provided, however, that this clause shall not be deemed
     to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section 9.2 and
     Section 10.5, or the deletion of this proviso, in accordance with the
     requirements of Sections 6.11 and 9.1(vii).

            (b)     A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

            (c)     It shall not be necessary for any Act of Holders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

     Section 9.3    Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel each stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Section 9.4    Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance

                                      -47-



therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

     Section 9.5    Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

     Section 9.6    Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE 10
                                    COVENANTS

     Section 10.1   Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

     Section 10.2   MAINTENANCE OF OFFICE OR AGENCY.

            (a)     The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

            (b)     The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

     Section 10.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

                                      -48-



            (a)     If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

            (b)     Whenever the Company shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

            (c)     The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section 10.3, that such Paying Agent will (i) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

            (d)     The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

            (e)     Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

                                      -49-



     Section 10.4   STATEMENT BY OFFICERS AS TO DEFAULT.

            (a)     The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

            (b)     The Company shall deliver to the Trustee, as soon as
practicable and in any event within five Business Days after the Company becomes
aware of the occurrence of any default or Event of Default, an Officers'
Certificate setting forth the details of such default or Event of Default.

     Section 10.5   Waiver of Certain Covenants. Except as otherwise
specified as contemplated by Section 3.1 for Securities of such series, the
Company may, with respect to the Securities of any series, omit in any
particular instance to comply with any term, provision or condition set forth in
any covenant provided pursuant to Section 3.1(a)(xviii), 9.1(ii) or 9.1(vi) for
the benefit of the Holders of such series, if before the time for such
compliance the Holders of at least 51% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

     Section 10.6   Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

     Section 11.1   Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
3.1 for such Securities) in accordance with this Article.

     Section 11.2   Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 3.1 for such Securities.
In case of any redemption at the election of the Company of less than all the
Securities of any series (including any such redemption

                                      -50-



affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

     Section 11.3   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

            (a)     If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.

            (b)     The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

            (c)     The provisions of Section 11.3(a) and 11.3(b) shall not
apply with respect to any redemption affecting only a single Security, whether
such Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

            (d)     For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

     Section 11.4   NOTICE OF REDEMPTION.

            (a)     Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

            (b)     All notices of redemption shall identify the Securities to
be redeemed (including "CUSIP" numbers) and state:

                                      -51-



                    (i)     the Redemption Date,

                    (ii)    the Redemption Price,

                    (iii)   if less than all the Outstanding Securities of any
     series consisting of more than a single Security are to be redeemed, the
     identification (and, in the case of partial redemption of any such
     Securities, the principal amounts) of the particular Securities to be
     redeemed and, if less than all the Outstanding Securities of any series
     consisting of a single Security are to be redeemed, the principal amount of
     the particular Security to be redeemed,

                    (iv)    that on the Redemption Date the Redemption Price
     will become due and payable upon each such Security to be redeemed and, if
     applicable, that interest thereon will cease to accrue on and after said
     date,

                    (v)     the place or places where each such Security is to
     be surrendered for payment of the Redemption Price, and

                    (vi)    that the redemption is for a sinking fund, if such
     is the case.

            (c)     Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company and shall
be irrevocable.

     Section 11.5   Deposit of Redemption Price. Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

     Section 11.6   SECURITIES PAYABLE ON REDEMPTION DATE.

            (a)     Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

                                      -52-



            (b)     If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

     Section 11.7   Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                   ARTICLE 12
                                  SINKING FUNDS

     Section 12.1   APPLICABILITY OF ARTICLE.

            (a)     The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series for which a sinking
fund is provided except as otherwise specified as contemplated by Section 3.1
for such Securities.

            (b)     The minimum amount of any sinking fund payment provided for
by the terms of any Securities is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

     Section 12.2   Satisfaction of Sinking Fund Payments with Securities. The
Company (i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (ii) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.3   Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date as specified in the terms of a
series of Securities, the

                                      -53-



Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 12.2 and
will also deliver to the Trustee any Securities to be so delivered. Prior to
each such sinking fund payment date as specified in the terms of a series of
Securities, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.

                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.1   Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may elect, at its option at any time, to have Section
13.2 or Section 13.3 applied to any Securities or any series of Securities, as
the case may be, not designated pursuant to Section 3.1 as being indefeasible
pursuant to such Section 13.2 or 13.3, in accordance with any applicable
requirements provided pursuant to Section 3.1 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
3.1 for such Securities.

     Section 13.2   Defeasance and Discharge. Upon the Company's exercise of
its option (if any) to have this Section 13.2 applied to any Securities or any
series of Securities, as the case may be, the Company shall be deemed to have
been discharged from its obligations with respect to such Securities as provided
in this Section 13.2 on and after the date the conditions set forth in Section
13.4 are satisfied (hereinafter called "Defeasance"). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by such Securities and to have satisfied all
its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (i) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 13.4 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities
when payments are due, (ii) the Company's obligations with respect to such
Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, and (iv) this
Article 13. Subject to compliance with this Article 13, the Company may exercise
its option (if any) to have this Section 13.2 applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 13.3
applied to such Securities.

     Section 13.3   Covenant Defeasance. Upon the Company's exercise of its
option (if any) to have this Section 13.3 applied to any Securities or any
series of Securities, as the case may be, (i) the Company shall be released from
its obligations under Section 8.1(iii) and any covenants provided pursuant to
Section 3.1(a)(xviii), 901(ii) or 901(vi) for the benefit of the

                                      -54-



Holders of such Securities and (2) the occurrence of any event specified in
Sections 501(iv) (with respect to any of Section 8.1(iii) and any such covenants
provided pursuant to Section 3.1(a)(xviii), 901(ii) or 901(vi)), 501(v) and
501(viii) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section 13.3 on and
after the date the conditions set forth in Section 13.4 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 5.1(iv)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

     Section 13.4   Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the application of Section 13.2 or Section
13.3 to any Securities or any series of Securities, as the case may be:

                    (i)     The Company shall irrevocably have deposited or
     caused to be deposited with the Trustee (or another trustee which satisfies
     the requirements contemplated by Section 6.9 and agrees to comply with the
     provisions of this Article applicable to it) as trust funds in trust for
     the purpose of making the following payments, specifically pledged as
     security for, and dedicated solely to, the benefits of the Holders of such
     Securities, (A) money in an amount, or (B) U.S. Government Obligations
     which through the scheduled payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before the due date of any payment, money in an amount, or (C) a
     combination thereof, in each case sufficient, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or any such other
     qualifying trustee) to pay and discharge, the principal of and any premium
     and interest on such Securities on the respective Stated Maturities, in
     accordance with the terms of this Indenture and such Securities. As used
     herein, "U.S. Government Obligation" means (x) any security which is (1) a
     direct obligation of the United States of America for the payment of which
     the full faith and credit of the United States of America is pledged or (2)
     an obligation of a Person controlled or supervised by and acting as an
     agency or instrumentality of the United States of America the payment of
     which is unconditionally guaranteed as a full faith and credit obligation
     by the United States of America, which, in either case (1) or (2), is not
     callable or redeemable at the option of the issuer thereof, and (y) any
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act) as custodian with respect to any U.S. Government Obligation
     which is specified in Clause (x) above and held by such bank for the
     account of the holder of such depositary receipt, or with respect to any
     specific payment of principal of or interest on any U.S. Government
     Obligation which is so specified and held, provided that (except as
     required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depositary receipt from any
     amount received by the custodian in respect of the U.S.

                                      -55-



     Government Obligation or the specific payment of principal or interest
     evidenced by such depositary receipt.

                    (ii)    In the event of an election to have Section 13.2
     apply to any Securities or any series of Securities, as the case may be,
     the Company shall have delivered to the Trustee an Opinion of Counsel
     stating that (A) the Company has received from, or there has been published
     by, the Internal Revenue Service a ruling or (B) since the date of this
     instrument, there has been a change in the applicable Federal income tax
     law, in either case (A) or (B) to the effect that, and based thereon such
     opinion shall confirm that, the Holders of such Securities will not
     recognize gain or loss for Federal income tax purposes as a result of the
     deposit, Defeasance and discharge to be effected with respect to such
     Securities and will be subject to Federal income tax on the same amount, in
     the same manner and at the same times as would be the case if such deposit,
     Defeasance and discharge were not to occur.

                    (iii)   In the event of an election to have Section 13.3
     apply to any Securities or any series of Securities, as the case may be,
     the Company shall have delivered to the Trustee an Opinion of Counsel to
     the effect that the Holders of such Securities will not recognize gain or
     loss for Federal income tax purposes as a result of the deposit and
     Covenant Defeasance to be effected with respect to such Securities and will
     be subject to Federal income tax on the same amount, in the same manner and
     at the same times as would be the case if such deposit and Covenant
     Defeasance were not to occur.

                    (iv)    The Company shall have delivered to the Trustee an
     Officer's Certificate to the effect that neither such Securities nor any
     other Securities of the same series, if then listed on any securities
     exchange, will be delisted as a result of such deposit.

                    (v)     No event which is, or after notice or lapse of time
     or both would become, an Event of Default with respect to such Securities
     or any other Securities shall have occurred and be continuing at the time
     of such deposit or, with regard to any such event specified in Sections
     5.1(vi) and (vii), at any time on or prior to the 90th day after the date
     of such deposit (it being understood that this condition shall not be
     deemed satisfied until after such 90th day).

                    (vi)    Such Defeasance or Covenant Defeasance shall not
     cause the Trustee to have a conflicting interest within the meaning of the
     Trust Indenture Act (assuming all Securities are in default within the
     meaning of such Act).

                    (vii)   Such Defeasance or Covenant Defeasance shall not
     result in a breach or violation of, or constitute a default under, any
     other agreement or instrument to which the Company is a party or by which
     it is bound.

                    (viii)  Such Defeasance or Covenant Defeasance shall not
     result in the trust arising from such deposit constituting an investment
     company within the meaning of

                                      -56-



     the Investment Company Act unless such trust shall be registered under such
     Act or exempt from registration thereunder.

                    (ix)    The Company shall have delivered to the Trustee an
     Officer's Certificate and an Opinion of Counsel, each stating that all
     conditions precedent with respect to such Defeasance or Covenant Defeasance
     have been complied with.

     Section 13.5   DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; MISCELLANEOUS PROVISIONS.

            (a)     Subject to the provisions of the last paragraph of Section
10.3, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section 13.5and Section 13.6, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 13.4 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.

            (b)     The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 13.4 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

            (c)     Anything in this Article 13 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 13.4 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

     Section 13.6   Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 13.2 or 13.3 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
13.5 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall

                                      -57-



be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.


               This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


                  [Remainder of page intentionally left blank.]

                                      -58-



               IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, all as of the day and year first above written.

                                      BERKSHIRE HATHAWAY INC.


                                      By:  /s/ Marc D. Hamburg
                                         -----------------------------
                                      Name: Marc D. Hamburg
                                      Title: Vice President

                                      THE BANK OF NEW YORK, as Trustee


                                      By:  /s/ Robert A. Massimillo
                                         ------------------------------
                                      Name: Robert A. Massimillo
                                      Title: Vice President

                                      -59-

EX-4.3

                                                                     EXHIBIT 4.3

                                 WRITTEN CONSENT
                                       OF
                     THE CHAIRMAN OF THE BOARD OF DIRECTORS
                                       OF
                             BERKSHIRE HATHAWAY INC.

          WHEREAS, Berkshire Hathaway Inc. (the "Corporation") has executed and
delivered an Indenture (the "Base Indenture"), dated as of May 28, 2002, to The
Bank of New York (the "Trustee") to provide for the future issuance of the
Corporation's Securities (as defined therein), to be issued from time to time in
one or more series as determined by the Corporation under the Base Indenture;

          WHEREAS, pursuant to the terms of the Base Indenture, the Corporation
desires to provide for the establishment of a new series of Securities to be
known as its 3.0% Senior Notes due 2007 (the "Notes"), the form and substance of
such Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and these resolutions, including Exhibit A hereto
(together, the "Indenture");

          WHEREAS, in a special meeting of the Board of Directors of the
Corporation (the "Board"), held on May 20, 2002, the Board delegated the full
power and authority of the Board to its Chairman (the "Chairman"), among other
things, "to determine, approve, and authorize the number of SQUARZ to be issued,
the aggregate principal amount of the Notes constituting a component of the
SQUARZ, the number of warrants that constitute a component of the SQUARZ, the
number of Berkshire class A common shares and class B common shares that may be
purchased upon exercise of the warrants, the underwriting discounts and
commissions to be paid or allowed by Berkshire, and all other financial and
other terms of the SQUARZ;"

          WHEREAS, the Notes are a component part of the SQUARZ, and the
issuance thereof is a necessary precondition to the issuance of SQUARZ; and

          WHEREAS, for the purpose of setting forth, as provided for in the Base
Indenture, the form and substance of the Notes and the terms, provisions and
conditions thereof, the Chairman has taken the resolutions set forth below.

          NOW, THEREFORE, BE IT RESOLVED, that the determination of the terms,
provisions, and conditions of the Notes as set forth in Exhibit A, including the
form of Note, are hereby authorized and approved;

          RESOLVED FURTHER, that the officers of the Corporation request that
the Trustee satisfy all requirements necessary to make the Notes, when executed
by the Corporation and authenticated and delivered by the Trustee, the valid
obligations of the Corporation and do all other acts and things necessary to
make the Indenture and the Notes enforceable in accordance with their respective
terms;

          RESOLVED FURTHER, that the Base Indenture is in all respects ratified
and confirmed;



          RESOLVED FURTHER, that the officers of the Corporation are each hereby
authorized on behalf of the Corporation to do and perform all such further acts
and things including, without limitation, preparing press releases, and
executing and delivering, and, where necessary, appropriate, or advisable,
filing with the appropriate governmental authorities, all such certificates,
contracts, bonds, agreements, documents, instruments, receipts or other papers
and making all such payments, including payments of all fees and expenses, and
the engagement of such persons, as in the judgment of such officer shall be
necessary, appropriate or advisable to carry out the purpose and intent of any
and all of the foregoing resolutions and each of the transactions contemplated
thereby; and

          RESOLVED FURTHER, that any actions taken by any of the officers of the
Corporation prior to the adoption of these resolutions which are within the
authority conferred hereby are hereby ratified, confirmed and approved.

                                       -2-



          IN WITNESS WHEREOF, the undersigned has affixed his signature as of
this 28th day of May, 2002.


                                                  /s/ Warren E. Buffett
                                                 -------------------------------
                                                 Warren E. Buffett, Chairman



                                    EXHIBIT A

                             BERKSHIRE HATHAWAY INC.

           TERMS OF THE 3.0% SENIOR NOTES DUE 2007 (THE "NOTE TERMS")

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.1    Definition of Terms. Unless otherwise provided herein or
unless the context otherwise requires:

            (a)     a term defined in the Indenture (the "Base Indenture"),
dated as of May 28, 2002, between Berkshire Hathaway Inc. and The Bank of New
York, to the extent not defined in these Note Terms, has the same meaning when
used in these Note Terms;

            (b)     a term defined anywhere in these Note Terms has the same
meaning throughout;

            (c)     the singular includes the plural and vice versa;

            (d)     headings are for convenience of reference only and do not
affect interpretation;

            (e)     the following terms have the meanings given to them as set
forth below:

     "Business Day" means any day, other than a Saturday, a Sunday or a day on
which banking institutions in the Borough of Manhattan, the City of New York are
authorized or required by law, regulation or executive order to close.

     "Class" is defined in Section 2.1(b).

     "Class A Note" means any Note other than a Class B Note or a Class C Note.
All Notes constituting part of a SQUARZ are Class A Notes.

     "Class B Note" means a Note that was a component of a SQUARZ when the
SQUARZ holder exercised, more than 90 days prior to the first Scheduled
Repurchase Date that follows the date of exercise, the Underlying Warrant that
was also a component of that SQUARZ. No Note that constitutes part of a SQUARZ
shall be a Class B Note.

     "Class C Note" means a Note that was a component of a SQUARZ when the
SQUARZ holder exercised, not more than 90 days prior to the first Scheduled
Repurchase Date that follows the date of exercise, the Underlying Warrant that
was also a component of that SQUARZ. No Note that constitutes part of a SQUARZ
shall be a Class C Note.

     "Collateral Agent" shall mean The Bank of New York, as initial Collateral
Agent under the Pledge Agreement.

     "DTC" shall mean The Depository Trust Company, the original depositary for
the Notes.



     "Failed Remarketing Repurchase Date" shall mean the earlier of May 15, 2007
or the Underlying Warrant Early Expiration Date.

     "Global Notes" means Notes that constitute Global Securities.

     "Indenture" means the Base Indenture and these Note Terms.

     "Interest Payment Date" means each May 15 and November 15, beginning
November 15, 2002 and ending on the Stated Maturity of the Notes.

     "Interest Rate" shall have the meaning set forth in Section 2.5(a) of these
Note Terms.

     "Notes" shall have the meaning set forth in Section 2.1 of these Note
Terms.

     "Original Issue Date" shall have the meaning set forth in Section 4.2 of
these Note Terms.

     "Over-Allotment Option" shall mean the option granted by the Company to
Goldman, Sachs & Co. pursuant to the Purchase Agreement, dated as of May 22,
2002, by and between the Company and Goldman, Sachs & Co., to purchase up to an
additional 10,000 SQUARZ from the Company until June 21, 2002.

     "Pledge Agreement" shall mean the Pledge Agreement, dated as of May 28,
2002, by and among the Company, as secured party, the Collateral Agent, the
SQUARZ Agent and the other parties thereto.

     "Predecessor Security" shall have the meaning set forth in the Base
Indenture, provided that Notes of any Class issued hereunder shall be considered
Predecessor Securities to Notes of another Class upon an event or transaction as
provided in Section 2.1(b).

     "Private Placement Legend" shall mean the legends marked as *3 and *4 in
the form of Note set forth in Section 3.1 hereof.

     "Put" shall have the meaning set forth in Section 6.2.

     "Put Exercise Notice" shall mean a written notice of a Holder's exercise of
its Put, in a form provided for such purpose by the Company (and reasonably
acceptable to the Trustee), which notice will include the specification by the
Holder of the Notes to be Put and a certification by the Holder that it is the
beneficial owner of such Notes. The Company shall provide an alternate form of
notice (reasonably acceptable to the Trustee) appropriate for use by holders of
SQUARZ with a right to Put the Note constituting a part of such SQUARZ, which
will include, among other things, all information necessary to confirm such
SQUARZ holder's beneficial interest in such Note and, in the event of a Put
pursuant to Section 6.1(c), that such holder is surrendering and cancelling its
Underlying Warrant in accordance with the SQUARZ Agreement.

     "QIB" shall mean any "qualified institutional buyer" (as defined in Rule
144A).

                                       -2-



     "Registration Statement" shall mean an effective shelf registration
statement under the Securities Act that registers the resale by Holders (and
beneficial owners) of Notes.

     "Repurchase Date" shall mean the Failed Remarketing Repurchase Date and any
Scheduled Repurchase Date.

     "Repurchase Price" shall have the meaning set forth in Section 6.1.

     "Resale Restriction Termination Date" shall mean, for any Restricted Note
(or beneficial interest therein), two years (or such other period specified in
Rule 144(k) under the Securities Act) from the Original Issue Date.

     "Reset Rate" shall mean the interest rate per annum determined by the
Remarketing Agent in connection with a Successful Remarketing.

     "Restricted Note" shall mean any Note until such time as:

            (i)     such Note has been transferred pursuant to a Registration
                    Statement;

            (ii)    the Resale Restriction Termination Date therefor has passed;
                    or

            (iii)   the Private Placement Legend therefor has otherwise been
                    removed pursuant to Section 7.1(b) or, in the case of a
                    beneficial interest in a Global Note, such beneficial
                    interest has been exchanged for an interest in a Global Note
                    not bearing a Private Placement Legend.

     "Rule 144" shall mean Rule 144 under the Securities Act (or any successor
rule).

     "Rule 144A" shall mean Rule 144A under the Securities Act (or any successor
rule).

     "Scheduled Repurchase Date" shall mean May 15 of each of 2003, 2004, 2005
and 2006.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "SQUARZ Agreement" shall mean the SQUARZ Agreement, dated as of May 28,
2002, between the Company and The Bank of New York, as SQUARZ Agent.

            (f)     The following terms shall have the meanings given to them in
the SQUARZ Agreement:

     Failed Remarketing
     Pledge
     Remarketing
     Remarketing Agent
     Remarketing Date
     Remarketing Event
     Required Acceleration Event
     Requisite Amount

                                       -3-



     SQUARZ
     SQUARZ Agent
     Stripped SQUARZ
     Substitute Pledged Treasuries
     Successful Remarketing
     Underlying Warrant
     Underlying Warrant Early Expiration Date
     Underlying Warrant Exercise Price
     Underlying Warrant Installment Payment

                                    ARTICLE 2
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

     Section 2.1    DESIGNATION, PRINCIPAL AMOUNT, AUTHORIZED DENOMINATION, AND
CLASSES.

            (a)     There is hereby authorized a series of Securities designated
the 3.0% Senior Notes due 2007 (the "Notes"), limited in aggregate principal
amount to $500,000,000.00; the amount of which to be issued shall from time to
time be as set forth in any Company Order for the authentication and delivery of
such Notes pursuant to the Base Indenture. The Notes shall be issuable in
denominations of $10,000.00 and integral multiples thereof.

            (b)     The Notes shall consist of three classes (Class A, Class B
and Class C (each, a "Class")) of Notes as described herein. For all purposes of
the Indenture (including, without limitation calculating percentages in
principal amount of Notes Outstanding), the Class A, Class B and Class C Notes
shall all be considered to be Securities of one and the same series.

                    (i)     Exercise of an Underlying Warrant. Upon the exercise
     by a holder of SQUARZ of an Underlying Warrant comprising part of such
     SQUARZ, and receipt by the Trustee of

                            (A)  a certificate by the SQUARZ Agent (with a copy
                            to the Collateral Agent) certifying (1) that the
                            Underlying Warrant was duly exercised in accordance
                            with its terms, (2) the identity of the holder of
                            the SQUARZ, the certificate or other identifying
                            number of the SQUARZ, if applicable, and all other
                            information required by the Trustee in order to
                            issue a Note to the SQUARZ holder, (3) the date of
                            exercise of the Underlying Warrant, (4) that, in
                            connection with such exercise, the SQUARZ Agent
                            received from the SQUARZ holder the Underlying
                            Warrant Exercise Price plus an amount in cash equal
                            to the full amount of the next Underlying Warrant
                            Installment Payment (and not only the accrued amount
                            of such payment, except in the case of exercise
                            following a Failed Remarketing where the amount due
                            is the amount accrued to, but excluding, the Failed
                            Remarketing Repurchase Date) and (5) that the SQUARZ
                            Agent has paid such amounts to the Company;

                                       -4-



                            (B)  a certificate by the Collateral Agent (with a
                            copy to the SQUARZ Agent) certifying that, in
                            connection with such exercise of the Underlying
                            Warrant and payment of the Underlying Warrant
                            Exercise Price and any Underlying Warrant
                            Installment Payment due to the Company, a Note has
                            been released from the Pledge; and

                            (C)  the Note so released from the Pledge, by
                            surrender of a certificate (if held in definitive
                            form) or otherwise transferred to the Trustee (if
                            held as a Global Note);

     then, the Trustee shall issue in the name of the SQUARZ holder, and deliver
     to the SQUARZ Agent (X) a Class B Note, if the date of exercise of the
     Underlying Warrant was more than 90 days before the next Scheduled
     Repurchase Date, or (Y) a Class C Note, if the date of exercise of the
     Underlying Warrant is not more than 90 days before the next Scheduled
     Repurchase Date.

                    (ii)    Creation of a Stripped SQUARZ. Upon the receipt by
     the Trustee of:

                            (A)  a certificate by the SQUARZ Agent (with a copy
                            to the Collateral Agent) certifying (1) that a
                            holder of a SQUARZ has elected to separate the Note
                            comprising part of its SQUARZ, (2) the identity of
                            the holder of the SQUARZ, the certificate or other
                            identifying number of the SQUARZ, if applicable, and
                            all other information required by the Trustee in
                            order to issue a Note to the SQUARZ holder;

                            (B)  a certificate by the Collateral Agent (with a
                            copy to the SQUARZ Agent) certifying that it has
                            received the Requisite Amount of Substitute Pledged
                            Treasuries from such holder pursuant to the terms of
                            the Pledge Agreement and that, thereupon, a Note has
                            been released from the Pledge; and

                            (C)  the Note so released from the Pledge, by
                            surrender of a certificate duly endorsed for
                            transfer (if held in definitive form) or otherwise
                            transferred to the Trustee (if held as a Global
                            Note);

     then, the Trustee shall issue in the name of such SQUARZ holder, and
     deliver to the SQUARZ Agent, a Class A Note.

                    (iii)   Re-creation of a SQUARZ. Upon the receipt by the
     Trustee of:

                            (A)  a certificate by the SQUARZ Agent (with a copy
                            to the Collateral Agent) certifying (1) that a
                            holder of a Stripped SQUARZ has elected to combine a
                            Note with such Stripped SQUARZ in order to recreate
                            a SQUARZ, (2) the identity of the holder of the
                            Stripped SQUARZ, the certificate or other
                            identifying

                                       -5-



                            number of the Stripped SQUARZ, if applicable, and
                            all other information required by the Trustee in
                            order to transfer the Note held by the SQUARZ holder
                            to the Collateral Agent;

                            (B)  a certificate by the Collateral Agent (with a
                            copy to the SQUARZ Agent) certifying that it has
                            received a Note from such holder pursuant to the
                            terms of the Pledge Agreement and that, thereupon,
                            the Requisite Amount of Substitute Pledged
                            Treasuries have been released from the Pledge; and

                            (C)  such holder's Note, by surrender of a
                            certificate duly endorsed for transfer (if held in
                            definitive form) or otherwise transferred to the
                            Trustee (if held as a Global Note);

     then, the Trustee shall issue in the name of the Collateral Agent, and
     deliver to the Collateral Agent, a Class A Note subject to the Pledge.

                    (iv)    On the date following each Scheduled Repurchase
     Date, all Class C Notes Outstanding on such Scheduled Repurchase Date shall
     thereupon, without action of the Holder thereof or any other party, become
     Class B Notes.

                    (v)     On May 16, 2006, all Notes Outstanding on such date
     shall thereupon, without action of the Holder thereof or any other party,
     become Class A Notes.

            (c)     Upon the occurrence of any transaction or event that results
in the change of a Note from one Class to another, the Trustee is hereby
authorized and empowered to make and to cause to be made, all physical or
book-entry transfers required to record and effect the applicable change.

     Section 2.2    Maturity. The Stated Maturity of the Notes will be
November 15, 2007; provided, that upon the occurrence of a Required Acceleration
Event, the maturity of the Notes will be accelerated to the date that is six
months after the Underlying Warrant Early Expiration Date.

     Section 2.3    FORM AND PAYMENT.

            (a)     The Notes may be issued in the form of, and evidenced by,
definitive certificates registered in the name of the Holder or Global Notes
registered in the name of the Depositary, as determined by the Company from time
to time.

            (b)     The principal of and the interest on the Notes shall be
payable at the office or agency of the Company maintained for that purpose in
accordance with Section 10.2 of the Base Indenture; provided, however, that
payments of principal or interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder entitled thereto.

                                       -6-



     Section 2.4    GLOBAL NOTES.

            (a)     The Depository Trust Company shall serve as the initial
Depositary for any Global Notes, if and when issued.

            (b)     Unless and until it is exchanged for definitive Notes in
registered form in accordance with Section 3.5 of the Base Indenture or at the
option of the Company, the Global Notes may be transferred, in whole but not in
part, only to another nominee of the Depositary, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor
Depositary.

     Section 2.5    INTEREST AND INTEREST RATE RESET.

            (a)     Each Note will bear interest from and including May 15, 2002
or from and including the most recent Interest Payment Date through which
interest has been paid or duly provided for, as the case may be, initially at
the rate of 3.00% per annum, which rate shall be subject to adjustment pursuant
to Section 2.5(b) (such interest rate, as adjusted, the "Interest Rate"), until
the principal thereof is paid or made available for payment, in each case
payable semi-annually in arrears on each Interest Payment Date (but excluding
such Interest Payment Date from the calculation of interest), commencing
November 15, 2002; provided that any principal and installment of interest that
is overdue shall bear interest (to the extent that payment of such interest is
enforceable under applicable law) at the Interest Rate from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand.

            (b)     Upon the occurrence of a Successful Remarketing, the
Interest Rate on the Notes will be reset on the Remarketing Date to be the Reset
Rate.

            (c)     The amount of interest payable for any semi-annual interest
period will be computed on the basis of a 360-day year consisting of twelve
30-day months. The amount of interest payable for any period shorter than a
semi-annual interest period will be computed on the basis of 30-day months and,
for periods of less than a month, the actual number of days elapsed per 30-day
month. In the event that any date on which interest is payable on the Notes is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date.

            (d)     The Regular Record Date for interest payable on the Notes on
each Interest Payment Date shall be the close of business on the Business Day
next preceding each such Interest Payment Date. If some or all of the Notes are
in certificated form and are not in the form of a Global Note, the Company may
in its sole discretion change the Regular Record Date by providing notice
thereof to the Trustee no later than 30 days prior to the next Regular Record
Date that would otherwise occur; provided, however, that the Regular Record Date
will in no event be earlier than one Business Day prior to the applicable
Interest Payment Date.

                                       -7-



            (e)     Any amounts payable on any Notes that are not timely paid
will thereupon, and without any act on the part of any Person, cease to be
payable to the Person in whose name such Notes are registered on the relevant
Regular Record Date, and such defaulted payment will instead be due and payable
to the Person in whose name such Notes are registered on the Special Record Date
or any other date determined in accordance with the Indenture.

            (f)     The Notes do not have the benefit of any sinking fund
obligation.

                                    ARTICLE 3
                                  FORM OF NOTE

     Section 3.1    Form of Note. The Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the following
forms:

   [*1 IF THE NOTE IS A GLOBAL NOTE, INSERT - THIS SECURITY IS A GLOBAL SECURITY
   WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
   IN THE NAME OF THE DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
   EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
   THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
   PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
   CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

   [*2 IF THE NOTE IS A GLOBAL NOTE ISSUED TO DTC, INSERT: Unless this
   certificate is presented by an authorized representative of The Depository
   Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
   registration of transfer, exchange or payment, and any certificate issued is
   registered in the name of Cede & Co. or in such other name as is requested by
   an authorized representative of DTC (and any payment is made to Cede & Co. or
   to such other entity as is requested by an authorized representative of DTC),
   ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
   PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
   an interest herein.]

   [*3 IF THE NOTE IS A RESTRICTED NOTE, INSERT: THIS NOTE HAS NOT BEEN
   REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
   ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
   REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
   NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
   EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
   RULE 144A THEREUNDER.

   THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
   (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
   INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
   ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
   BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE),
   (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
   PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL

                                       -8-



   INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
   (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN
   EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4)
   PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND
   (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
   UNITED STATES AND OTHER JURISDICTIONS.]

   [*4 IF THE NOTE IS A DEFINITIVE NOTE THAT IS A RESTRICTED NOTE, INSERT: IN
   CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH
   OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY
   REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN
   THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIED WITH THE FOREGOING
   RESTRICTIONS AS PROVIDED FOR IN THE INDENTURE."]

                             BERKSHIRE HATHAWAY INC.

                  3.0% Senior Notes due 2007, Class [A, B or C]

                                                                [CUSIP No:_____]

No. ______                                                            $ _______

     BERKSHIRE HATHAWAY INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [________], or registered assigns, the
principal sum of [________] Dollars [If the Note is a Global Note, add: , as
revised by the Schedule of Increases and Decreases in Global Note attached
hereto] on November 15, 2007, and to pay interest thereon from and including May
15, 2002 or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on May 15 and
November 15 in each year, commencing November 15, 2002, at the rate of 3.00% per
annum (as adjusted, if at all, pursuant to such Indenture, the "Interest Rate"),
until the principal hereof is paid or made available for payment; provided that
any principal, and any such installment of interest, which is overdue shall bear
interest at the Interest Rate (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand; and provided, further, that if there has been a Successful Remarketing,
the Interest Rate will be equal to the Reset Rate. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in such Indenture.

     Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, City of New York,

                                       -9-



New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debt;
provided, however, that at the option of the Company payments of principal or
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

     Each Holder, by its acceptance of a Note, consents and agrees to the terms
of (i) the Pledge Agreement, dated as of May 28, 2002 by and among the Company,
The Bank of New York, as Collateral Agent and The Bank of New York, as SQUARZ
Agent and (ii) the SQUARZ Agreement, dated as of May 28, 2002 by and between the
Company and the Bank of New York as SQUARZ Agent, as the same may be in effect
or may be amended from time to time in writing by the parties thereto in
accordance with its terms, and authorizes and directs the SQUARZ Agent as agent
for such Holder to enter into the Pledge Agreement and to perform its
obligations and exercise its rights thereunder in accordance therewith.

     The Holder of this Note has certain rights to require the Company to
repurchase this Note [if the Note is a Class B or Class C Note insert: on May 15
_____, and every May 15 thereafter until May 15, 2006, for the outstanding
principal amount plus accrued but unpaid interest; or] upon a Failed
Remarketing.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                 BERKSHIRE HATHAWAY INC.


                                 By:
                                    ---------------------
                                    Name:
                                    Title:

     Attest:


     ----------------------
     Name:
     Title:

                          CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

                                                   THE BANK OF NEW YORK,
                                                   as Trustee,

                                      -10-



     Dated:                                         By:
           -----------------                           -------------------------
                                                    Authorized Signatory


                            [FORM OF REVERSE OF NOTE]

     This Note is one of a duly authorized series of notes of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of May 28, 2002 (herein called the "Base
Indenture", and as supplemented by the Officers' Certificate, dated as of May
28, 2002, herein, together with the Base Indenture, called the "Indenture"),
between the Company and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the series
of Securities designated on the face hereof limited in aggregate principal
amount to not more than $500,000,000.

     The Notes do not have the benefit of any sinking fund obligation.

     The Indenture contains provisions for defeasance at any time of the entire
Indebtedness of this Note or of certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.

     If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity or security reasonably satisfactory to it, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Notes at the time Outstanding a direction inconsistent with such request, and

                                      -11-



shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Note for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Notes and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     The Indenture and this Note are governed by the laws of the State of New
York, without regard to conflicts of laws provisions thereof.

     The Notes are issuable in registered form without coupons in denominations
of $10,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a
like aggregate principal amount of Notes and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     [If Note is a Global Note, insert - This Note is a Global Note and is
subject to the provisions of the Indenture relating to Global Notes, including
the limitations in Section 3.5 of the Base Indenture on transfers and exchanges
of Global Notes.]

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

                                      -12-



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:


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

     ---------------------------------------------------------------------
       (Insert assignee's social security or tax identification number)


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

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

     ---------------------------------------------------------------------
                  (Insert address and zip code of assignee)


and irrevocably appoint agent to transfer this Note on the Security Register.The
agent may substitute another to act for him or her.


     Dated:                       Signature:


                               Signature Guarantee:

       (Sign exactly as your name appears on the other side of this Note)

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

     If Note is a Global Note, insert the following:

                                      -13-



                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

    The following increases or decreases in this Global Note have been made:



                                                              Principal amount of        Signature of
             Amount of decrease in   Amount of increase in    this Note following    authorized signatory
              principal amount of     principal amount of      such decrease or         of Trustee or
   Date            this Note               this Note               increase            Custodial Agent
- -----------------------------------------------------------------------------------------------------------
                                                                         

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

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

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

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

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

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

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

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

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


                                    ARTICLE 4
                                ISSUANCE OF NOTES

     Section 4.1    General. One or more certificates evidencing Notes may be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver such certificated Notes in
accordance with a Company Order; provided, however, that the aggregate principal
amount of Notes so executed, delivered, and authenticated and Outstanding at any
time shall not exceed the sum of the aggregate principal amount of Notes stated
in Section 4.2 and Section 4.3.

     Section 4.2    Original Issue of Notes. The first date of issuance of Notes
shall be May 28, 2002 (the "Original Issue Date"). No more than $400,000,000.00
in aggregate principal amount of Notes shall be issued on the Original Issue
Date.

     Section 4.3    Subsequent Issuances of Notes. If the Over-Allotment Option
is exercised, in whole or in part, on or after the Original Issue Date but on or
before June 21, 2002, one or more additional certificates evidencing Notes shall
be issued in the principal amount required therewith, which, in any case shall
not exceed $100,000,000.00 in aggregate principal amount.

                                    ARTICLE 5
                              REMARKETING AND RESET

     Section 5.1    PROCESS.

            (a)     Following the occurrence of a Remarketing Event, the
Remarketing Agent will attempt to sell all Notes (other than the Notes held by
Holders that have elected, pursuant to

                                      -14-



the SQUARZ Agreement, not to permit the Notes held by them to be the subject of
the Remarketing) to purchasers pursuant to the procedures set forth in the
SQUARZ Agreement.

            (b)     Upon a Successful Remarketing, all Holders of Notes (other
than Holders that have elected, pursuant to the SQUARZ Agreement, not to allow
the Notes held by them to be the subject of the Remarketing) will sell their
Notes to the Persons, at the time, and in the manner directed by the Remarketing
Agent.

     Section 5.2    Reset Rate. The Reset Rate on the Notes shall be determined
by the Remarketing Agent as provided in the SQUARZ Agreement. Upon receipt by
the Trustee of the Reset Rate, the Trustee will promptly notify the Holders of
the Reset Rate.

                                    ARTICLE 6
                                   PUT RIGHTS

     Section 6.1    Put Rights. Subject to the other provisions of this
Article 6:

            (a)     a Holder of a Class B Note shall have the right to require
the Company to repurchase such Note on any Scheduled Repurchase Date;

            (b)     a Holder of a Class C Note shall have the right to require
the Company to repurchase such Note on any Scheduled Repurchase Date other than
the Scheduled Repurchase Date first occurring after a Note has become designated
a Class C Note;

            (c)     a holder of a SQUARZ shall have the right to require the
Company to repurchase the Class A Note constituting a part of such SQUARZ on any
Scheduled Repurchase Date, provided, that such holder simultaneously surrenders
and cancels in accordance with the SQUARZ Agreement the Underlying Warrant also
comprising part of such SQUARZ;

            (d)     if a Failed Remarketing has occurred, a Holder of any Note
shall have the right to require the Company to repurchase such Note on the
Failed Remarketing Repurchase Date; and

            (e)     if a Failed Remarketing has occurred, a holder of a SQUARZ
shall have the right to require the Company to repurchase the Class A Note
constituting a part of such SQUARZ on the Failed Remarketing Repurchase Date;

in each case, in consideration of the payment by the Company of an amount equal
to the principal amount of such Note plus accrued and unpaid interest to, but
excluding, the Repurchase Date (the "Repurchase Price"); provided, that any
repurchase of Notes shall only be for whole Notes (i.e., denominations of
$10,000 principal amount and integral multiples thereof).

     Section 6.2    PUT MECHANICS.

            (a)     In order to exercise a right to cause the Company to
repurchase a Note pursuant to Section 6.1 (a "Put"), the Holder of the
applicable Note or the holder of the applicable SQUARZ shall deliver a Put
Exercise Notice to the Trustee (with a copy to the SQUARZ Agent and the
Collateral Agent, in the case of a holder of SQUARZ), along with the

                                      -15-



certificate evidencing such Note (if in definitive form) or by other transfer
of such Note to the Trustee:

                    (i)     in the event of a Put pursuant to Sections 6.1(a)
     and 6.1(c), during the period beginning after the opening of business on
     the day that is 20 Business Days prior to the relevant Scheduled Repurchase
     Date until 5:00 p.m. New York City time on the third Business Day prior to
     the relevant Scheduled Repurchase Date; and

                    (ii)    in the event of a Put pursuant to Sections 6.1(d)
     and 6.1(e), during the period beginning on the Remarketing Date for such
     Failed Remarketing until 5:00 p.m. New York City time on the Business Day
     immediately preceding to the Failed Remarketing Repurchase Date;

provided, that any such Put Exercise Notice may be withdrawn by delivery of
notice of withdrawal to the Trustee (with a copy to the SQUARZ Agent and the
Collateral Agent, in the case of a holder of SQUARZ) prior to 5:00 p.m. New York
City time on the Business Day immediately preceding the relevant Repurchase Date
(and any Notes delivered to the Trustee shall be promptly returned to such
Holder).

            (b)     The Trustee shall notify the Company as soon as possible
after 5:00 p.m. New York City time on the Business Day immediately preceding a
Repurchase Date, but in no case later than 9:00 p.m. New York City time on the
Business Day immediately preceding a Repurchase Date, of the number of Notes
that have been properly Put and not withdrawn by the holders thereof, and the
aggregate Repurchase Price required to be paid therefor. Thereafter, subject to
Section 6.2(c), the Company shall make available to the Trustee on the
Repurchase Date, the aggregate Repurchase Price for the Notes properly Put, in
immediately available funds. The Trustee shall promptly distribute such amounts
to the Holders of the Notes properly Put and shall return any Notes to Holders
that did not properly exercise their Put.

            (c)     In the event of an exercise of a Put by a holder of SQUARZ,
the Repurchase Price for the Note previously comprising part of the SQUARZ shall
be paid by the Company to the Collateral Agent for the benefit of the Company;
provided, that the Collateral Agent shall be instructed by the Company to (i)
pay to the SQUARZ Agent for the account of the Company (X) in the event of a Put
exercised in connection with a Scheduled Repurchase Date, the amount of the
Underlying Warrant Installment Payment that was due and payable on such
Scheduled Repurchase Date or (Y) in the event of a Put exercised in connection
with a Failed Remarketing Repurchase Date, the amount of Underlying Warrant
Installment Payment accrued and unpaid to but excluding the Failed Remarketing
Repurchase Date; and (ii) pay the amounts remaining from the Repurchase Price to
the holder of such SQUARZ.

            (d)     On the Repurchase Date (subject to receipt of payment of the
aggregate Repurchase Price by the Trustee), all Notes that have been Put shall
be cancelled by the Trustee and shall cease to be Outstanding.

            (e)     The Trustee shall adopt reasonable procedures, forms and
requirements, acceptable to the Company, in connection with the exercise of Put
rights by the Holders of Notes on any Repurchase Date, including, but not
limited to, requirements for physical delivery or

                                      -16-



book-entry transfer of Notes, procedures for guarantees of late delivery, and
requirements to obtain all information necessary to determine the tax
withholding obligations of the Company or the Trustee, if any.

     Section 6.3    Termination of Put Rights. Upon a Successful Remarketing all
Put rights of Holders of the Notes shall terminate.

                                    ARTICLE 7
                              TRANSFER AND EXCHANGE

     Section 7.1    TRANSFER AND EXCHANGE.

            (a)     Any transfer of Restricted Notes shall be made only upon
receipt by the Trustee and the Company of such opinions of counsel, certificates
and/or other information reasonably required by and satisfactory to each of them
in order to ensure compliance with the Securities Act or in accordance with
paragraph (b) of this Section.

            (b)     Upon the transfer, exchange or replacement of Notes not
bearing a Private Placement Legend, the Trustee shall exchange such Notes for
Notes that do not bear a Private Placement Legend. Upon the transfer, exchange
or replacement of Notes bearing a Private Placement Legend, the Trustee shall
deliver only Notes that bear a Private Placement Legend unless:

                    (i)     such Notes are transferred pursuant to a
     Registration Statement;

                    (ii)    such Notes are transferred pursuant to Rule 144 upon
     delivery to the Security Registrar of a certificate of the transferor in
     the form described in Section 7.1(d) and an Opinion of Counsel reasonably
     satisfactory to the Trustee and the Company;

                    (iii)   such Notes are transferred, replaced or exchanged
     after the Resale Restriction Termination Date therefor; or

                    (iv)    in connection with such transfer, exchange or
     replacement the Trustee and the Company shall have received an Opinion of
     Counsel and other evidence reasonably satisfactory to each of them to the
     effect that neither such Private Placement Legend nor the related
     restrictions on transfer are required in order to maintain compliance with
     the provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the
Holder on or after the Resale Restriction Termination Date therefor. The Company
shall deliver to the Trustee an Officers' Certificate promptly upon
effectiveness, withdrawal or suspension of any Registration Statement.

            (c)     In the case of a Global Note, transfers of beneficial
interests therein through participants of the Depositary must be effected in
accordance with applicable law and the rules and procedures of the Depositary,
but is not subject to any procedure required by these Note Terms). The Holder of
a Global Note may exchange an interest therein for an equivalent

                                      -17-



interest in a Global Note not bearing a Private Placement Legend upon transfer
of such interest pursuant to any of clauses (i) through (iv) of this Section
7.1(b)

            (d)     The certificate of a transferor required by Section
7.1(b)(ii) shall be addressed to the Trustee at the Corporate Trust Office, duly
executed and delivered by the Holder and shall state the following:

                    (i)     Reference is hereby made to the Indenture, dated as
     of May 28, 2002 by and between the Company and The Bank of New York, as
     Trustee, and the Officers' Certificate dated as of the same date, and
     related thereto (together, the "Notes Indenture") relating to the 3% Senior
     Notes Due 2007 of Berkshire Hathaway Inc. Capitalized terms used but not
     defined herein shall have the meanings given them in the Notes Indenture.

                    (ii)    In connection with our proposed sale of $________
     aggregate principal amount of the Notes [in the case of a transfer of an
     interest in a Rule 144A Global Certificate: , which represent an interest
     in a Global Certificate originally offered and sold to QIBs in reliance on
     Rule 144A and held by] the undersigned, we confirm that such sale has been
     effected pursuant to and in accordance with Rule 144 under the Securities
     Act.

                    (iii)   The Trustee and the Company are entitled to rely
     upon this letter and are irrevocably authorized to produce this letter or a
     copy hereof to any interested party in any administrative or legal
     proceedings or official inquiry with respect to the matters covered hereby.

                                    ARTICLE 8
                                  MISCELLANEOUS

     Section 8.1    Governing Law. THIS EXHIBIT A AND EACH NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                                      -18-

EX-4.4

                                                                     EXHIBIT 4.4

                             BERKSHIRE HATHAWAY INC.


                              THE BANK OF NEW YORK

                    as Collateral Agent, Custodial Agent and

                             Securities Intermediary


                                       AND


                              THE BANK OF NEW YORK

                                 as SQUARZ Agent


                              AMENDED AND RESTATED
                                PLEDGE AGREEMENT


                      Originally dated as of May 28, 2002,
                   Amended and Restated as of August 13, 2002



                                TABLE OF CONTENTS



                                                                                 Page
                                                                                 ----
                                                                                
ARTICLE I DEFINITIONS.............................................................  2

  SECTION 1.1   Definitions.......................................................  2

ARTICLE II PLEDGE; CONTROL AND PERFECTION.........................................  7

  SECTION 2.1   The Pledge........................................................  7
  SECTION 2.2   Control and Perfection............................................  8

ARTICLE III PAYMENTS ON PLEDGED COLLATERAL........................................ 10

  SECTION 3.1   Payments.......................................................... 10
  SECTION 3.2   Application of Payments........................................... 10

ARTICLE IV SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES................ 11

  SECTION 4.1   Collateral Substitution and the Creation of Stripped SQUARZ....... 11
  SECTION 4.2   Collateral Substitution and the Re-Creation of SQUARZ............. 12
  SECTION 4.3   Bankruptcy........................................................ 13
  SECTION 4.4   Early Settlement; Merger Early Settlement; Cash Settlement........ 14
  SECTION 4.5   Cancellation, Expiration, Early Expiration or Exercise............ 14
  SECTION 4.6   Remarketing; Application of Proceeds; Settlement.................. 17

ARTICLE V VOTING RIGHTS-- NOTES................................................... 17

  SECTION 5.1   Exercise by SQUARZ Agent.......................................... 17

ARTICLE VI RIGHTS AND REMEDIES.................................................... 18

  SECTION 6.1   Rights and Remedies of the Collateral Agent....................... 18
  SECTION 6.2   Substitutions..................................................... 19

ARTICLE VII REPRESENTATIONS AND WARRANTIES; COVENANTS............................. 19

  SECTION 7.1   Representations and Warranties.................................... 19
  SECTION 7.2   Covenants......................................................... 20

ARTICLE VIII THE COLLATERAL AGENT................................................. 21

  SECTION 8.1   Appointment, Powers and Immunities................................ 21
  SECTION 8.2   Instructions of the Company....................................... 22
  SECTION 8.3   Reliance.......................................................... 22
  SECTION 8.4   Rights in Other Capacities........................................ 23
  SECTION 8.5   Non-Reliance on Collateral Agent.................................. 23
  SECTION 8.6   Compensation and Indemnity........................................ 23


                                        i



                                                                                
  SECTION 8.7   Failure to Act.................................................... 24
  SECTION 8.8   Resignation....................................................... 25
  SECTION 8.9   Right to Appoint Agent or Advisor................................. 26
  SECTION 8.10  Survival.......................................................... 26
  SECTION 8.11  Exculpation....................................................... 26

ARTICLE IX AMENDMENT.............................................................. 26

  SECTION 9.1   Amendment Without Consent of Holders.............................. 26
  SECTION 9.2   Amendment with Consent of Holders................................. 27
  SECTION 9.3   Execution of Amendments........................................... 28
  SECTION 9.4   Effect of Amendments.............................................. 28
  SECTION 9.5   Reference to Amendments........................................... 28

ARTICLE X MISCELLANEOUS........................................................... 28

  SECTION 10.1   No Waiver........................................................ 28
  SECTION 10.2   GOVERNING LAW.................................................... 29
  SECTION 10.3   Notices.......................................................... 29
  SECTION 10.4   Successors and Assigns........................................... 29
  SECTION 10.5   Counterparts..................................................... 29
  SECTION 10.6   Severability..................................................... 30
  SECTION 10.7   Expenses, Etc.................................................... 30
  SECTION 10.8   Security Interest Absolute....................................... 30
  SECTION 10.9   Waiver of Jury Trial............................................. 31

EXHIBIT A  Instruction from SQUARZ Agent to Collateral Agent

EXHIBIT B  Instruction to SQUARZ Agent



                                       ii



                      AMENDED AND RESTATED PLEDGE AGREEMENT

     AMENDED AND RESTATED PLEDGE AGREEMENT, originally dated as of May 28, 2002
and amended and restated as of August 13, 2002 (this "Agreement"), among
Berkshire Hathaway Inc., a Delaware corporation (the "Company"), and The Bank of
New York, a New York banking corporation, not individually but solely as (i)
collateral agent (in such capacity, together with its successors in such
capacity, the "Collateral Agent"), (ii) custodial agent (in such capacity,
together with its successors in such capacity, the "Custodial Agent"), and (iii)
"securities intermediary" as defined in Section 8-102(a)(14)(B) of the Code (as
defined herein) (in such capacity, together with its successors in such
capacity, the "Securities Intermediary"), and The Bank of New York, a New York
banking corporation, not individually but solely as SQUARZ Agent and as
attorney-in-fact for the Holders (as defined below) of the Units (as defined
below) (in such capacity, together with its successors in such capacity, the
"SQUARZ Agent") under the SQUARZ Agreement (as defined below).

                                    RECITALS

     WHEREAS, the Company and the SQUARZ Agent are parties to the SQUARZ
Agreement, dated as of the date hereof (as modified and supplemented and in
effect from time to time, the "SQUARZ Agreement") pursuant to which SQUARZ have
been issued;

     WHEREAS, pursuant to the SQUARZ Agreement each SQUARZ will be comprised of
(a) a warrant to purchase, on or prior to May 15, 2007 (subject to early
expiration as described in the SQUARZ Agreement), at the Underlying Warrant
holder's election, either, 0.1116 shares (subject to adjustment pursuant to
Section 5.8 of the SQUARZ Agreement) of Berkshire Class A Common Stock or 3.3480
shares (subject to adjustment pursuant to Section 5.8 of the SQUARZ Agreement)
of Berkshire Class B Common Stock, (b) a 3.0% Senior Note of the Company due
November 15, 2007 (subject to its earlier acceleration in accordance with the
terms of the Indenture), having a principal amount of $10,000 (a "Note"), and
(c) an Initial Pledged Treasuries Interest.

     WHEREAS, at any time prior to two Business Days prior to the first to occur
of the Underlying Warrant Maturity Date or the Underlying Warrant Early
Expiration Date and in accordance with the terms of the SQUARZ Agreement, a
Holder of a SQUARZ may separate a Note from the related Underlying Warrant and
Initial Pledged Treasuries Interest by substituting for such Note, Substitute
Pledged Treasuries. Upon such separation, the SQUARZ will become a Stripped
SQUARZ and the Pledged Note relating to such SQUARZ will be released from the
Pledge. Each Stripped SQUARZ will be comprised of (a) an Underlying Warrant, (b)
an Initial Pledged Treasuries Interest and (c) a Substitute Pledged Treasuries
Interest.

     WHEREAS, pursuant to the terms of the SQUARZ Agreement, the SQUARZ Agent,
on behalf of itself and all Holders has agreed to execute and deliver this
Agreement on behalf of itself and all Holders and to grant the pledge provided
hereby of the Notes, the Initial Pledged Treasuries and any Substitute Pledged
Treasuries to secure the obligations of

                                        1



each Holder under the SQUARZ Agreement, as provided herein and subject to the
terms hereof.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company, the Collateral Agent,
the Securities Intermediary, the Custodial Agent, and the SQUARZ Agent, on its
own behalf and on behalf of all Holders, agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1    Definitions.

     For all purposes of this agreement, except as otherwise expressly provided
or unless the context otherwise requires:

     (a)  capitalized terms used but not defined herein are used as defined in
the SQUARZ Agreement;

     (b)  the defined terms in this Agreement have the meanings assigned to them
in this Article and include the plural as well as the singular; and

     (c)  the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.

     (d)  the following terms have the meanings given to them as set forth
below:

     "Act" shall have the meaning given such term in the SQUARZ Agreement.

     "Agreement" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Bankruptcy Event" shall have the meaning given such term in the SQUARZ
Agreement.

     "Bankruptcy Code" means the United States Bankruptcy Code (Title 11 U.S.C.)
as amended.

     "Berkshire Class A Common Stock" shall have the meaning given such term in
the SQUARZ Agreement.

     "Berkshire Class B Common Stock" shall have the meaning given such term in
the SQUARZ Agreement.

                                        2



     "Board Resolution" shall have the meaning given such term in the SQUARZ
Agreement.

     "Book-Entry Interest" shall have the meaning given such term in the SQUARZ
Agreement.

     "Business Day" shall have the meaning given such term in the SQUARZ
Agreement.

     "Certificate" shall have the meaning given such term in the SQUARZ
Agreement.

     "Clearing Agency" shall have the meaning given such term in the SQUARZ
Agreement.

     "Code" has the meaning specified in Section 6.1 hereof.

     "Collateral" has the meaning specified in Section 2.1 hereof.

     "Collateral Accounts" means, collectively, the IPT Account, the SPT Account
and the Pledged Notes Account.

     "Collateral Agent" has the meaning specified in the first paragraph of this
Agreement.

     "Collateral Substitution" shall have the meaning given such term in the
SQUARZ Agreement.

     "Company" means the Person named as the "Company" in the first paragraph of
this Agreement until a successor shall have become such pursuant to the
applicable provisions of the SQUARZ Agreement, and thereafter "Company" shall
mean such successor.

     "Custodial Agent" has the meaning specified in the first paragraph of this
Agreement.

     "Failed Remarketing" shall have the meaning given such term in the SQUARZ
Agreement.

     "Global Note" shall have the meaning given such term in the Indenture.

     "Holder" means the Person in whose name a Unit is registered in the SQUARZ
Register or the Stripped SQUARZ Register, as applicable.

     "Indenture" shall have the meaning given such term in the SQUARZ Agreement.

     "Indenture Trustee" shall have the meaning given such term in the SQUARZ
Agreement.

     "Initial Pledged Treasuries" shall have the meaning given such term in the
SQUARZ Agreement.

                                        3



     "Initial Pledged Treasuries Interest" shall have the meaning given such
term in the SQUARZ Agreement.

     "Intermediary" means "securities intermediary" as defined in Section
8-102(a)(14)(B) of the Code.

     "IPT Account" means that certain account maintained at The Bank of New York
in the name "The Bank of New York, a New York banking corporation, as Collateral
Agent, for the benefit of Berkshire Hathaway Inc., as pledgee" and any successor
account. The IPT Account will contain only the Initial Pledged Treasuries.

     "Note" shall have the meaning given such term in the recitals of this
Agreement.

     "Outstanding Units" shall have the meaning given such term in the SQUARZ
Agreement.

     "Person" shall have the meaning given such term in the SQUARZ Agreement.

     "Pledge" means the pledge described in Section 2.1 hereof, and "Pledged"
means made subject to the Pledge.

     "Pledged Notes" means the Notes delivered to the Collateral Agent as of
this date or hereafter by the SQUARZ Agent and Pledged to the Collateral Agent
pursuant to Section 2.1 hereof, as well as any and all Notes delivered from time
to time to the Collateral Agent in substitution for the Pledged Notes or in a
Collateral Substitution. Notes that have been released from the Pledge pursuant
to Section 4.l cease, upon such release, to be Pledged Notes unless and until
such Notes are re-Pledged as set forth in Section 4.2, in which case such Notes
shall again be Pledged Notes. Recourse on the Pledged Notes is limited as set
forth in Section 6.1(b) hereof.

     "Pledged Notes Account" means that certain account maintained at The Bank
of New York in the name "The Bank of New York, a New York banking corporation,
as Collateral Agent, for the benefit of Berkshire Hathaway Inc., as pledgee,
subject to the terms of that certain Pledge Agreement dated May 28, 2002, by and
among, pledgee, Collateral Agent and certain others" and any successor account.
The Pledged Notes Account will contain only the Pledged Notes.

     "Proceeds" means all interest, dividends, cash, instruments, securities,
financial assets (as defined in Section 8-102(a)(9) of the Code) and other
property from time to time received, receivable or otherwise distributed upon
the sale, exchange, collection or disposition of the Collateral or any proceeds
thereof.

     "Put" shall have the meaning given such term in the SQUARZ Agreement.

     "Remarketing" shall have the meaning given such term in the SQUARZ
Agreement.

                                        4



     "Remarketing Agent" shall have the meaning given such term in the SQUARZ
Agreement.

     "Required Acceleration Event" shall have the meaning given such term in the
SQUARZ Agreement.

     "Requisite Amount" shall have the meaning given such term in the SQUARZ
Agreement.

     "Retained Treasuries" has the meaning specified in Section 4.5(e) hereof.

     "Securities Intermediary" has the meaning specified in the first paragraph
of this Agreement.

     "Security Entitlement" has the meaning set forth in Section 8-102(a)(17) of
the Code.

     "Separate Notes" shall have the meaning given such term in the SQUARZ
Agreement.

     "SPT Account" means that certain account maintained at The Bank of New York
in the name "The Bank of New York, a New York banking corporation, as Collateral
Agent, for the benefit of Berkshire Hathaway Inc., as pledgee" and any successor
account. The SPT Account will contain only the Substitute Pledged Treasuries.

     "SQUARZ" shall have the meaning given such term in the SQUARZ Agreement.

     "SQUARZ Agent" has the meaning specified in the first paragraph of this
Agreement.

     "SQUARZ Agreement" has the meaning specified in the recitals of this
Agreement.

     "SQUARZ Certificate" shall have the meaning given such term in the SQUARZ
Agreement.

     "Stripped SQUARZ" shall have the meaning given such term in the SQUARZ
Agreement.

     "Stripped SQUARZ Certificate" shall have the meaning given such term in the
SQUARZ Agreement.

     "Substitute Pledged Treasuries" shall have the meaning given such term in
the SQUARZ Agreement.

     "Substitute Pledged Treasuries Interest" shall have the meaning given such
term in the SQUARZ Agreement.

     "Successful Remarketing" shall have the meaning given such term in the
SQUARZ Agreement.

                                        5



     "TRADES Regulations" means the regulations of the United States Department
of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time.
Unless otherwise defined herein, all terms defined in the TRADES Regulations are
used herein as therein defined.

     "Transfer" means, as applicable:

          (i)       in the case of Collateral consisting of securities which
     cannot be delivered by book-entry or which the parties agree are to be
     delivered in physical form, delivery in appropriate physical form to the
     recipient accompanied by any duly executed instruments of transfer,
     assignments in blank, transfer tax stamps and any other documents necessary
     to constitute a legally valid transfer to the recipient;

          (ii)      in the case of Collateral consisting of securities
     maintained in book-entry form by causing a "securities intermediary" (as
     defined in Section 8-102(a)(14) of the Code) to (a) credit a "security
     entitlement" (as defined in Section 8-102(a)(17) of the Code) with respect
     to such securities to a "securities account" (as defined in Section
     8-501(a) of the Code) maintained by or on behalf of the recipient and (b)
     to issue a confirmation to the recipient with respect to such credit. In
     the case of Collateral to be delivered to the Collateral Agent, the
     securities intermediary shall be the Securities Intermediary and the
     securities account shall be one of the Collateral Accounts. In addition,
     any Transfer of Initial Pledged Treasuries or Substitute Pledged Treasuries
     hereunder shall be made in accordance with the TRADES Regulations and other
     applicable law.

     "Underlying Warrant" shall have the meaning given such term in the SQUARZ
Agreement.

     "Underlying Warrant Cancellation" shall have the meaning given such term in
the SQUARZ Agreement.

     "Underlying Warrant Cancellation Date" shall have the meaning given such
term in the SQUARZ Agreement.

     "Underlying Warrant Early Expiration Date" shall have the meaning given
such term in the SQUARZ Agreement.

     "Underlying Warrant Installment Payment" shall have the meaning given such
term in the SQUARZ Agreement.

     "Underlying Warrant Installment Payment Date" shall have the meaning given
such term in the SQUARZ Agreement.

     "Underlying Warrant Maturity Date" shall have the meaning given such term
in the SQUARZ Agreement.

     "Unit" shall have the meaning given such term in the SQUARZ Agreement.

                                        6



                                   ARTICLE II

                         PLEDGE; CONTROL AND PERFECTION

     SECTION 2.1    The Pledge.

     (a)  The Holders, acting through the SQUARZ Agent as their
attorney-in-fact, and the SQUARZ Agent as such attorney-in-fact, hereby pledge
and grant to the Collateral Agent, and upon each Collateral Substitution pledge
and grant to the Collateral Agent, in each case for the benefit of the Company,
as collateral security for the performance when due by such Holders of their
obligations under the SQUARZ Agreement, including but not limited to the
obligation of such Holders to make Underlying Warrant Installment Payments as
set forth therein when and as the same are due, a security interest in all of
the right, title and interest of such Holders (except as limited by Section
6.1(b) hereof) in:

          (i)       (A) the Notes, (B) the Initial Pledged Treasuries, and (C)
     any Substitute Pledged Treasuries from time to time constituting a part of
     a Stripped SQUARZ, in each case that have been Transferred to or otherwise
     received by the Collateral Agent and not released by the Collateral Agent
     to such Holders under the provisions of this Agreement;

          (ii)      the Collateral Accounts and all securities, financial
     assets, security entitlements, cash and other property credited thereto and
     all Security Entitlements related thereto; and

          (iii)     all Proceeds of the foregoing (all of the foregoing,
     collectively, the "Collateral").

Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders
shall have full beneficial ownership of the Collateral. For purposes of
perfecting the Pledge under applicable law, including, to the extent applicable,
the TRADES Regulations or the Uniform Commercial Code as adopted and in effect
in any applicable jurisdiction, the Collateral Agent, the Custodial Agent, and
the Securities Intermediary, as applicable, shall be the agent of the Company as
provided herein.

     (b)  Except (i) as may be required in order to release Pledged Notes or
Substitute Pledged Treasuries, as applicable, in connection with a Holder's
election to (A) convert a SQUARZ to a Stripped SQUARZ or (B) reconvert a
Stripped SQUARZ to a SQUARZ, or (ii) as otherwise required to release Pledged
Notes as specified herein, none of the Collateral Agent, the Custodial Agent or
the Securities Intermediary shall relinquish physical possession of any
certificate evidencing a Note or Transfer any interest in a Global Note prior to
the termination of this Agreement. If it becomes necessary for the Securities
Intermediary to relinquish physical possession of a Note or to Transfer any
interest in a Global Note in order to release a portion of the Pledged Notes
evidenced thereby from the Pledge, the Collateral Agent, the Company or the
SQUARZ Agent shall use its best efforts to obtain physical possession of a
replacement certificate evidencing any Pledged Notes registered to the

                                        7



Securities Intermediary or endorsed in blank within fifteen days of the date the
Securities Intermediary relinquished possession. The Securities Intermediary
shall promptly notify the Company and the Collateral Agent of the Securities
Intermediary's failure to obtain possession of any such replacement certificate
as required hereby.

     SECTION 2.2    Control and Perfection.

     (a)  In connection with the Pledge granted in Section 2.1, and subject to
the other provisions of this Agreement, the Holders, acting through the SQUARZ
Agent as their attorney-in-fact, and the SQUARZ Agent as such attorney-in-fact,
hereby authorize and direct the Securities Intermediary (without the necessity
of obtaining the further consent of the SQUARZ Agent or any Holder), and the
Securities Intermediary agrees, to comply with and follow any instructions that
the Collateral Agent may deliver with respect to the IPT Account or the SPT
Account and to follow any instructions and entitlement orders (as defined in
Section 8-102(a)(8) of the Code) that the Collateral Agent may deliver with
respect to the Pledged Notes Account, or the Collateral credited thereto and any
Security Entitlements with respect to any thereof. If the Securities
Intermediary receives from a Holder or the SQUARZ Agent entitlement orders which
conflict with entitlement orders received from the Collateral Agent, the
Securities Intermediary shall follow the entitlement orders received from the
Collateral Agent. The Holders acting through the SQUARZ Agent, and the SQUARZ
Agent on behalf of such Holders, hereby further authorize and direct the
Collateral Agent, as agent of the Company, to itself issue to the Securities
Intermediary instructions and entitlement orders, and to otherwise take action
with respect to the Pledged Notes, the Collateral Accounts, the Collateral
credited thereto and any Security Entitlements with respect thereto, pursuant to
the terms and provisions hereof, all without the necessity of obtaining the
further consent of the SQUARZ Agent or any of the Holders. The Collateral Agent
shall be the agent of the Company and shall act only in accordance with the
terms hereof or as otherwise directed in writing by the Company. Without
limiting the generality of the foregoing, the Collateral Agent shall issue
entitlement orders to the Securities Intermediary as directed in writing by the
Company.

     (b)  The Securities Intermediary hereby confirms and agrees that:

          (i)       all securities or other property underlying any financial
     assets credited to the Collateral Accounts shall be registered in the name
     of the Securities Intermediary, or its nominee, endorsed to the Securities
     Intermediary, or its nominee, or in blank or credited to another Collateral
     Account maintained in the name of the Securities Intermediary and in no
     case will any financial asset credited to one of the Collateral Accounts be
     registered in the name of the SQUARZ Agent, the Collateral Agent, the
     Company or any Holder, payable to the order of, or specially endorsed to,
     the SQUARZ Agent, the Collateral Agent, the Company or any Holder except to
     the extent the foregoing have been specially endorsed to the Securities
     Intermediary or in blank;

          (ii)      when delivered to the Securities Intermediary pursuant to
     this Agreement, the Initial Pledged Treasuries will be promptly credited to
     the IPT

                                        8



     Account, the Substitute Pledged Treasuries will be promptly credited to the
     SPT Account and the Pledged Notes will be promptly credited to the Pledged
     Notes Account;

          (iii)     the Collateral Accounts are accounts to which financial
     assets are or may be credited, and the Securities Intermediary shall,
     subject to the terms of this Agreement, treat the SQUARZ Agent as entitled
     to exercise the voting rights, if any, set forth in any financial asset
     credited to either of the Collateral Accounts;

          (iv)      the Securities Intermediary has not entered into, and until
     the termination of this Agreement will not enter into, any agreement with
     any other Person relating to the Collateral Accounts and/or any financial
     assets credited thereto pursuant to which it has agreed or will agree to
     comply with entitlement orders (as defined in Section 8-102(a)(8) of the
     Code) of such other Person; and

          (v)       the Securities Intermediary has not entered into, and until
     the termination of this Agreement will not enter into, any agreement with
     the Company, the Collateral Agent or the SQUARZ Agent purporting to limit
     or condition the obligation of the Securities Intermediary to comply with
     entitlement orders as set forth in this Section 2.2, except that neither
     the Collateral Agent nor the Company shall give, or shall have the right or
     power to give, entitlement orders purporting to seek recourse against the
     principal of the Pledged Notes deposited in the Pledged Notes Account, and
     the Securities Intermediary shall not comply with any such orders if given.

          (vi)      The Securities Intermediary hereby agrees that each item of
     property (whether investment property, financial asset, security,
     instrument or cash) credited to any Collateral Account shall be treated as
     a "financial asset" within the meaning of Section 8-102(a)(9) of the Code.

          (vii)     In the event of any conflict between this Agreement (or any
     portion thereof) and any other agreement now existing, the terms of this
     Agreement shall prevail, provided, however, that in the event of any
     conflict, ambiguity, inconsistency, or defect between this Agreement and
     the SQUARZ Agreement, the parties hereto and thereto will cooperate and
     endeavor in good faith to cure such matter in a manner that effectuates the
     Pledge under this Agreement consistent with the terms of the SQUARZ
     Agreement.

     (c)  The SQUARZ Agent hereby irrevocably constitutes and appoints the
Collateral Agent and the Company, with full power of substitution, as the SQUARZ
Agent's attorney-in-fact to take on behalf of, and in the name, place and stead
of, the SQUARZ Agent and the Holders any action necessary or desirable to
perfect and to keep perfected the security interest in the Collateral referred
to in Section 2.1. The grant of such power-of-attorney shall not be deemed to
require of the Collateral Agent or the Company any specific duties or
obligations not otherwise assumed by the Collateral Agent or the Company
hereunder. Notwithstanding the foregoing, in no event shall the Collateral Agent
or Securities Intermediary be responsible

                                        9



for the preparation or filing of any financing or continuation statements in the
appropriate jurisdictions or responsible for maintenance or perfection of any
security interest hereunder.

                                   ARTICLE III

                         PAYMENTS ON PLEDGED COLLATERAL

     SECTION 3.1    Payments.

     (a)  So long as the Securities Intermediary is the registered owner of the
Pledged Notes, Initial Pledged Treasuries or Substitute Pledged Treasuries, it
shall receive all payments thereon and shall, unless instructed otherwise by the
Collateral Agent (which shall itself receive instructions from the Company), pay
all such amounts received by it on account of such Pledged Notes, Initial
Pledged Treasuries or Substitute Pledged Treasuries to the Collateral Agent. The
Collateral Agent will pay all amounts received by it to the SQUARZ Agent for
distribution in accordance with the terms of this Section 3.1. In connection
with each payment made by the Collateral Agent pursuant to this Section 3.1, the
Collateral Agent shall instruct the SQUARZ Agent (and the SQUARZ Agent shall
comply with such instructions) with regard to how such payment should be
distributed. Unless a provision of Article IV specifically provides otherwise,
if such payment consists of (i) interest on such Pledged Notes or the
semi-annual payment received with respect to the Initial Pledged Treasuries or
the Substitute Pledged Treasuries, then all such amounts shall be paid by the
SQUARZ Agent to the Company pursuant to the terms of the SQUARZ Agreement, (ii)
principal of any Pledged Notes, then all such amounts shall, in accordance with
the terms of the SQUARZ Agreement, be paid by the SQUARZ Agent to the respective
Holders of such Notes, or (iii) Proceeds received by the Collateral Agent from
the Remarketing Agent in connection with the Remarketing of the Notes, then all
such Proceeds shall be paid by the SQUARZ Agent as follows: (A) any and all
accrued but unpaid Underlying Warrant Installment Payments shall be paid to the
Company, and (B) all remaining Proceeds shall be paid to the respective Holders
of such Notes. All amounts to be paid to the Company hereunder shall be paid to
the Company at the account or accounts specified by the Company to Collateral
Agent in writing for such purpose by wire transfer in same day funds no later
than 2:00 p.m., New York City time, on the Business Day such payment is received
by the Collateral Agent (provided that if such payment is received by the
Collateral Agent on a day that is not a Business Day or after 10 a.m., New York
City time, on a Business Day, then such payment shall be made no later than
10:30 a.m., New York City time, on the next succeeding Business Day).

     SECTION 3.2    Application of Payments.

     All payments received by the SQUARZ Agent as provided herein shall be
applied by the SQUARZ Agent in accordance with the provisions of the SQUARZ
Agreement and any instructions given by the Collateral Agent in accordance with
the terms of Section 3.1 above. If, notwithstanding the foregoing, (a) the
SQUARZ Agent shall receive any payments of principal or other Proceeds on
account of any Pledged Note, the SQUARZ Agent shall hold the same as trustee of
an express trust for the benefit of the holders of the Notes (and

                                       10



promptly deliver the same over to the Indenture Trustee for payment to such
holders), and neither the Company nor the SQUARZ Agent shall acquire any right,
title or interest in any such payments of principal so received, or (b) a Holder
shall receive any payments with respect to any Initial Pledged Treasuries
Interest or Substitute Pledged Treasuries Interest, the SQUARZ Agent or such
Holder shall hold the same as trustee of an express trust for the benefit of the
Company (and promptly deliver the same over to the Collateral Agent) for
application to the satisfaction of the obligations of the Holders under the
SQUARZ Agreement, and the Holders shall acquire no right, title or interest in
any such payments of principal or other Proceeds so received.

                                   ARTICLE IV

             SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES

     SECTION 4.1    Collateral Substitution and the Creation of Stripped SQUARZ.

     (a)  Pursuant to the SQUARZ Agreement, a Holder may exchange Substitute
Pledged Treasuries for the Pledged Note securing such Holder's obligations under
the SQUARZ Agreement by

          (i)       Transferring to the Collateral Agent the Requisite Amount of
     Substitute Pledged Treasuries,

          (ii)      Transferring a SQUARZ to the SQUARZ Agent, and

          (iii)     delivering a notice to the SQUARZ Agent, substantially in
     the form of Exhibit B hereto (or in any other form that may be agreed to
     between the Company and the SQUARZ Agent) (x) stating that such Holder has
     Transferred the Requisite Amount of Substitute Pledged Treasuries to the
     Collateral Agent pursuant to clause (i) above, (y) Pledging and instructing
     the SQUARZ Agent to Pledge such Substitute Pledged Treasuries to the
     Collateral Agent, and (z) requesting that the SQUARZ Agent instruct the
     Collateral Agent to release from the Pledge the Pledged Note related to
     such SQUARZ, each of the foregoing steps to be taken as specified in the
     SQUARZ Agreement.

     (b)  If the Collateral Agent receives from the SQUARZ Agent a notice or
instruction in writing substantially in the form provided in Exhibit A, the
Collateral Agent shall, upon its verification that it has received the Requisite
Amount of Substitute Pledged Treasuries from the applicable Holder of SQUARZ,

          (i)       hold such Substitute Pledged Treasuries as Collateral
     Pledged by the Holders;

          (ii)      subject to the terms of Section 4.1(c) below, release the
     Pledged Notes and promptly Transfer such Pledged Notes free and clear of
     the Pledge to the SQUARZ Agent; and

                                       11



          (iii)     deliver to the Indenture Trustee a certificate by the
     Collateral Agent (with a copy to the SQUARZ Agent) certifying that it has
     received the Requisite Amount of Substitute Pledged Treasuries from the
     applicable Holder pursuant to the terms of this Agreement and that a
     Pledged Note has been released from the Pledge.

     (c)  Notwithstanding the foregoing, the Collateral Agent shall not accept
substitutions of Substitute Pledged Treasuries for Notes other than in integral
multiples of 20 SQUARZ.

     SECTION 4.2    Collateral Substitution and the Re-Creation of SQUARZ.

     (a)  Pursuant to the SQUARZ Agreement, a Holder may exchange a Note for the
Substitute Pledged Treasuries securing such Holder's obligations under the
SQUARZ Agreement by

          (i)       Transferring to the Collateral Agent a Note,

          (ii)      Transferring a Stripped SQUARZ to the SQUARZ Agent, and

          (iii)     delivering a notice to the SQUARZ Agent, substantially in
     the form of] Exhibit B hereto (or in any other form that may be agreed to
     between the Company and the SQUARZ Agent) (x) stating that such Holder has
     Transferred a Note to the Collateral Agent pursuant to clause (i) above,
     (y) Pledging and instructing the SQUARZ Agent to Pledge such Note to the
     Collateral Agent, and (z) requesting that the SQUARZ Agent instruct the
     Collateral Agent to release from the Pledge the Substitute Pledged
     Treasuries related to such Stripped SQUARZ, each of the foregoing steps to
     be taken as specified in the SQUARZ Agreement.

     (b)  If the Collateral Agent receives from the SQUARZ Agent a notice or
instruction in writing substantially in the form provided in Exhibit A, the
Collateral Agent shall, upon its verification that it has received a Note from
the applicable Holder of Stripped SQUARZ,

          (i)       hold such Note as Collateral Pledged by the Holders;

          (ii)      subject to the terms of Section 4.2(c) below, release the
     Requisite Amount of Substitute Pledged Treasuries and promptly Transfer
     such Substitute Pledged Treasuries free and clear of the Pledge to the
     SQUARZ Agent; and

          (iii)     deliver to the Indenture Trustee a certificate by the
     Collateral Agent (with a copy to the SQUARZ Agent) certifying that it has
     received a Note from the applicable Holder pursuant to the terms of this
     Agreement and that the Requisite Amount of Substitute Pledged Treasuries
     have been released from the Pledge.

     (c)  Notwithstanding the foregoing, the Collateral Agent shall not accept
substitutions of Notes for Substitute Pledged Treasuries other than in integral
multiples of 20 Stripped SQUARZ.

                                       12



     SECTION 4.3    Substitution of Collateral due to Interest Default.

     If the Company defaults in its obligation to pay interest on the Notes when
and as required by the Indenture, any Holder of Pledged Notes who does not
exercise its right under the SQUARZ Agreement to cancel the Underlying Warrant
related to a SQUARZ or Stripped SQUARZ must, within five Business Days of such
default, deliver Substitute Pledged Treasuries to the Collateral Agent for
Pledge hereunder in substitution for the Pledged Note as described in Section
4.1. Upon the receipt by the Collateral Agent of such Substitute Pledged
Treasuries and completion of the other steps required by Section 4.1, the
Collateral Agent shall release such Notes free and clear of the Pledge to the
SQUARZ Agent for the benefit of the holders of such Notes. If such Collateral
Substitution is not properly effected, the Collateral Agent shall take the
actions provided for herein upon a cancellation of the Underlying Warrant.

     SECTION 4.4    Bankruptcy.

     (a)  Upon receipt by the Collateral Agent of written notice from the
Company or the SQUARZ Agent that a Bankruptcy Event has occurred, the Collateral
Agent shall release all Collateral from the Pledge and shall promptly Transfer
any Pledged Notes, Initial Pledged Treasuries or Substitute Pledged Treasuries
to the SQUARZ Agent for the benefit of the Holders of the SQUARZ and the
Stripped SQUARZ, respectively, free and clear of the Pledge created hereby.

     (b)  If the Collateral Agent shall for any reason fail promptly to
effectuate the release and Transfer of all Pledged Notes, Initial Pledged
Treasuries or Substitute Pledged Treasuries, as the case may be, as provided by
Section 4.4(a), the SQUARZ Agent shall:

          (i)       use its best efforts to obtain at the expense of the Company
     an opinion of a nationally recognized law firm reasonably acceptable to the
     Collateral Agent to the effect that, as a result of the occurrence of a
     Bankruptcy Event, the Collateral Agent will not be prohibited from
     releasing or Transferring the Collateral as provided in this Section 4.4,
     and shall deliver such opinion to the Collateral Agent within ten days
     after the occurrence of such Bankruptcy Event, and if (y) the SQUARZ Agent
     shall be unable to obtain such opinion within ten days after the occurrence
     of such Bankruptcy Event or (z) the Collateral Agent shall continue, after
     delivery of such opinion, to refuse to effectuate the release and Transfer
     of all Pledged Notes, Initial Pledged Treasuries or Substitute Pledged
     Treasuries, as the case may be, as provided in Section 4.4(a), then the
     SQUARZ Agent shall within 15 days after such Bankruptcy Event, commence an
     action or proceeding in the court with jurisdiction of the Company's case
     under the Bankruptcy Code seeking an order requiring the Collateral Agent
     to effectuate the release and transfer of all Pledged Notes, Initial
     Pledged Treasuries or Substitute Pledged Treasuries, as the case may be, as
     provided by this Section 4.4; or

                                       13



          (ii)      commence an action or proceeding like that described in
     subsection (i) above within ten Business Days after Collateral Agent's
     receipt of notice of the occurrence of a Bankruptcy Event.

     SECTION 4.5    Cancellation, Expiration, Early Expiration or Exercise of
Underlying Warrants.

     (a)  Upon notice to the Collateral Agent from the SQUARZ Agent of an
Underlying Warrant Cancellation:

          (i)       with respect to any SQUARZ, the Collateral Agent shall (A)
     release from the Pledge the Pledged Note and, subject to Section
     4.5(a)(iii) below, Transfer such Pledged Note, free and clear of the Pledge
     created hereby, to the SQUARZ Agent for the benefit of the Holder of such
     SQUARZ, and (B) release an Initial Pledged Treasuries Interest from the
     Pledge and, subject to Sections 4.5(a)(iii) and 4.5(e) below, Transfer such
     Initial Pledged Treasuries Interest, free and clear of the Pledge created
     hereby, to the SQUARZ Agent for the benefit of the Holder of such SQUARZ;

          (ii)      with respect to any Stripped SQUARZ, the Collateral Agent
     shall (A) release a Substitute Pledged Treasuries Interest from the Pledge
     and, subject to Sections 4.5(a)(iii) and 4.5(e) below, Transfer a
     Substitute Pledged Treasuries Interest, free and clear of the Pledge
     created hereby, to the SQUARZ Agent for the benefit of the Holder of such
     SQUARZ, and (B) release an Initial Pledged Treasuries Interest from the
     Pledge and, subject to Sections 4.5(a)(iii) and 4.5(e) below, Transfer an
     Initial Pledged Treasuries Interest, free and clear of the Pledge created
     hereby, to the SQUARZ Agent for the benefit of the Holder of such Stripped
     SQUARZ; and

          (iii)     if an Underlying Warrant Cancellation has occurred in
     connection with the exercise by the Holder of the Put granted such Holder
     pursuant to the Indenture, the Collateral Agent shall, prior to
     Transferring any Collateral to the SQUARZ Agent for the benefit of such
     Holder, pay to the Company (or to its agent at the Company's direction) an
     amount sufficient to pay the full amount of any Underlying Warrant
     Installment Payment falling due on the Underlying Warrant Cancellation Date
     pursuant to the SQUARZ Agreement.

     (b)  Upon notice to the Collateral Agent from the SQUARZ Agent that any
Holder has not exercised an Underlying Warrant on or before the Underlying
Warrant Maturity Date, the Collateral Agent shall, with respect to the SQUARZ
held by such Holder, release from the Pledge the Pledged Note related to such
SQUARZ and Transfer such Pledged Note, free and clear of the Pledge created
hereby, to the SQUARZ Agent for the benefit of the Holder of such SQUARZ (all
Initial Pledged Treasuries and Substitute Pledged Treasuries having matured by
the Underlying Warrant Maturity Date).

     (c)  Upon notice to the Collateral Agent from the SQUARZ Agent that any
Holder has not exercised an Underlying Warrant on or before the Underlying
Warrant Early Expiration Date:

                                       14



          (i)       with respect to any SQUARZ, the Collateral Agent shall (A)
     release from the Pledge the Pledged Note and, subject to Section
     4.5(c)(iii) below, Transfer such Pledged Note, free and clear of the Pledge
     created hereby, to the SQUARZ Agent for the benefit of the Holder of such
     SQUARZ, and (B) release an Initial Pledged Treasuries Interest from the
     Pledge and, subject to Sections 4.5(c)(iii) and 4.5(e) below, Transfer an
     Initial Pledged Treasuries Interest, free and clear of the Pledge created
     hereby, to the SQUARZ Agent for the benefit of the Holder of such SQUARZ;

          (ii)      with respect to any Stripped SQUARZ, the Collateral Agent
     shall (A) release a Substitute Pledged Treasuries Interest from the Pledge
     and, subject to Sections 4.5(c)(iii) and 4.5(e) below, Transfer a
     Substitute Pledged Treasuries Interest, free and clear of the Pledge
     created hereby, to the SQUARZ Agent for the benefit of the Holder of such
     SQUARZ, and (B) release an Initial Pledged Treasuries Interest from the
     Pledge and, subject to Section 4.5(c)(iii) and 4.5(e) below, Transfer an
     Initial Pledged Treasuries Interest, free and clear of the Pledge created
     hereby, to the SQUARZ Agent for the benefit of the Holder of such SQUARZ;
     and

          (iii)     Upon the Underlying Warrant Early Expiration Date, the
     Collateral Agent shall pay to the Company (or to its agent at the Company's
     request), prior to Transferring any Collateral to the SQUARZ Agent for the
     benefit of any Holder, the amount of any Underlying Warrant Installment
     Payments accrued to but excluding the Underlying Warrant Early Expiration
     Date.

     (d)  Upon the exercise by the Holder of any Underlying Warrant:

          (i)       with respect to any SQUARZ, the Collateral Agent shall (A)
     release from the Pledge the Pledged Note and, subject to Sections
     4.5(d)(iii), (iv) and (v), and 4.6(c), Transfer such Pledged Note, free and
     clear of the Pledge created hereby, to the SQUARZ Agent for the benefit of
     the Holder of such SQUARZ, and (B) release an Initial Pledged Treasuries
     Interest from the Pledge and, subject to Sections 4.5(d)(iii), (iv) and
     (v), 4.5(e), and 4.6(c) below, Transfer an Initial Pledged Treasuries
     Interest, free and clear of the Pledge created hereby, to the SQUARZ Agent
     for the benefit of the Holder of such SQUARZ;

          (ii)      with respect to any Stripped SQUARZ, the Collateral Agent
     shall (A) release a Substitute Pledged Treasuries Interest from the Pledge
     and, subject to Sections 4.5(d)(iii), (iv) and (v), and 4.6(c) below,
     Transfer a Substitute Pledged Treasuries Interest, free and clear of the
     Pledge created hereby, to the SQUARZ Agent for the benefit of the Holder of
     such Stripped SQUARZ, and (B) release an Initial Pledged Treasuries
     Interest from the Pledge and, subject to Sections 4.5(d)(iii), (iv) and
     (v), 4.5(e), and 4.6(c) below, Transfer an Initial Pledged Treasuries
     Interest, free and clear of the Pledge created hereby, to the SQUARZ Agent
     for the benefit of the Holder of such Stripped SQUARZ;

          (iii)     if an exercise of an Underlying Warrant occurs on a date
     that is an Underlying Warrant Installment Payment Date, the Collateral
     Agent shall, prior to

                                       15



     Transferring any Collateral to the SQUARZ Agent for the benefit of any
     Holder, retain an amount sufficient to make the full amount of the
     Underlying Warrant Installment Payment due on such Underlying Warrant
     Installment Payment Date;

          (iv)      if no Required Acceleration Event has occurred and a Holder
     exercises an Underlying Warrant on a date that is not an Underlying Warrant
     Installment Payment Date, the Collateral Agent shall require, prior to
     Transferring any Collateral to the SQUARZ Agent for the benefit of such
     Holder, such Holder to pay to the SQUARZ Agent, for the benefit of the
     Company, in cash, the full amount of the Underlying Warrant Installment
     Payment that would otherwise be due on the next following Underlying
     Warrant Installment Payment Date; and

          (v)       if an exercise of an Underlying Warrant occurs following a
     Required Acceleration Event, the Collateral Agent shall require, prior to
     Transferring any Collateral to the SQUARZ Agent for the benefit of such
     Holder, such Holder to pay to the SQUARZ Agent, for the benefit of the
     Company, in cash, any Underlying Warrant Installment Payment accrued to but
     excluding the Underlying Warrant Early Expiration Date.

     (e)  Notwithstanding the foregoing but subject to Sections 4.5(f) and (g),
upon any Underlying Warrant Cancellation (other than due to a Bankruptcy Event)
or upon the exercise of any Underlying Warrant on a date other than the
Underlying Warrant Early Expiration Date or the Underlying Warrant Maturity
Date, in an amount other than an integral multiple of 80 Units (such that the
Initial Pledged Treasuries Interest and the Substitute Pledged Treasuries
Interest, as applicable, that would otherwise be released free and clear of the
Pledge represents a non-integral multiple of $1,000 principal amount of any
United States Treasury security), the Collateral Agent shall release to the
Holder the greatest amount of Initial Pledged Treasuries Interest and Substitute
Pledged Treasuries Interest that constitute an integral multiple of $1,000 in
principal amount of United States Treasury securities, and shall retain, subject
to Sections 4.5(f) and (g), the remaining portion of such Holder's Initial
Pledged Treasuries Interest and Substitute Pledged Treasuries Interest (as
applicable, the "Retained Treasuries") for the benefit of such Holder. The
Proceeds from the Retained Treasuries shall be distributed to the SQUARZ Agent
for the benefit of such Holder when and as the Retained Treasuries mature. In
such event, even though the Collateral Agent will continue to hold the Retained
Treasuries, such Holder's Retained Treasuries will be held by the Collateral
Agent for the benefit of such Holder, will cease to be Pledged to the Company
and will be free and clear of the Pledge created hereby.

     (f)  Upon the Underlying Warrant Early Expiration Date, the Collateral
Agent will promptly sell all remaining Initial Pledged Treasuries and Substitute
Pledged Treasuries and shall apply the such Proceeds to pay to the Company all
accrued but unpaid Underlying Warrant Installment Payments, if any, owing
hereunder or under the SQUARZ Agreement and then Transfer any remaining Proceeds
to the SQUARZ Agent for the benefit of the Holders.

                                       16



     (g)  Upon the occurrence of any Bankruptcy Event (but following any
Bankruptcy Event, subject to receiving bankruptcy court approval to the extent
required by law), the Collateral Agent will promptly sell all remaining Initial
Pledged Treasuries and Substitute Pledged Treasuries and shall Transfer such
Proceeds to the SQUARZ Agent for the benefit of the Holders.

     SECTION 4.6    Remarketing; Application of Proceeds; Settlement.

     (a)  Subject to Section 4.6(c) below, following a Successful Remarketing of
Notes in accordance with the terms of the SQUARZ Agreement, the proceeds of such
Remarketing shall be, to the extent such Notes are Pledged Notes, distributed by
the Remarketing Agent to the Collateral Agent in accordance with the terms of
the SQUARZ Agreement. The Collateral Agent will then pay the proceeds of such
Remarketed Notes to the SQUARZ Agent, for the benefit of the Holder of such
Notes, less the amount, if any, necessary to pay any Underlying Warrant
Installment Payment then due under the SQUARZ Agreement.

     (b)  Within three Business Days following a Failed Remarketing, any Notes
delivered to the Remarketing Agent for such Remarketing shall be returned to the
Collateral Agent, together with written notice from the Remarketing Agent of the
Failed Remarketing. If any Holder of Notes exercises its right to Put such
Holder's Notes to the Company following a Failed Remarketing pursuant to the
terms of the Indenture, the proceeds of such Put shall be paid (a) to the Holder
of such Notes if the Notes are Separate Notes or (b) in accordance with the
terms of the SQUARZ Agreement if such Notes were Pledged Notes.

     (c)  If a Holder is exercising an Underlying Warrant and is at the same
time participating in a Remarketing of the related Note, such Holder may
instruct the Collateral Agent to Transfer the Proceeds of such Remarketing of
the Note to the Company to pay the Underlying Warrant Exercise Price in
accordance with the terms of the SQUARZ Agreement and the Collateral Agent shall
comply with any such instruction.

                                    ARTICLE V

                             VOTING RIGHTS -- NOTES

     SECTION 5.1    Exercise by SQUARZ Agent.

     The SQUARZ Agent may exercise, or refrain from exercising, any and all
voting and other consensual rights pertaining to the Pledged Notes or any part
thereof for any purpose not inconsistent with the terms of this Agreement;
provided, that the SQUARZ Agent shall not exercise or, as the case may be, shall
not refrain from exercising such right if, in the judgment of the Company, such
action would impair or otherwise have a material adverse effect on the value of
all or any of the Collateral; and provided, further, that the SQUARZ Agent shall
give the Collateral Agent (with a copy of such notice to the Company) at least
five days' prior written notice of the manner in which it intends to exercise,
or its reasons for refraining from exercising, any such right. Upon receipt by
the Securities Intermediary or the Collateral Agent of any notices and other
communications in respect of any Pledged Notes, including

                                       17



notice of any meeting at which holders of Notes are entitled to vote or
solicitation of consents, waivers or proxies of holders of Notes, the Securities
Intermediary shall use reasonable efforts to send promptly to the Collateral
Agent, which shall use reasonable efforts to send promptly to the SQUARZ Agent
such notice or communication, and as soon as reasonably practicable after
receipt of a written request therefor from the SQUARZ Agent, execute and deliver
to the SQUARZ Agent such proxies and other instruments in respect of such
Pledged Notes (in form and substance satisfactory to the Collateral Agent) as
are prepared by the SQUARZ Agent with respect to the Pledged Notes.

                                   ARTICLE VI

                               RIGHTS AND REMEDIES

     SECTION 6.1    Rights and Remedies of the Collateral Agent.

     (a)  In addition to the rights and remedies available at law or in equity,
after any failure on the part of any Holder to make an Underlying Warrant
Installment Payment when and as the same is due and payable pursuant to the
terms of the SQUARZ Agreement, the Collateral Agent shall have all of the rights
and remedies with respect to the Collateral of a secured party under the Uniform
Commercial Code (or any successor thereto) as in effect in the State of New York
from time to time (the "Code") (whether or not the Code is in effect in the
jurisdiction where the rights and remedies are asserted) and the TRADES
Regulations and such additional rights and remedies to which a secured party is
entitled under the laws in effect in any jurisdiction where any rights and
remedies hereunder may be asserted. Wherever reference is made in this Agreement
to any section of the Code, such reference shall be deemed to include a
reference to any provision of the Code that is a successor to, or amendment of,
such section. Without limiting the generality of the foregoing, such remedies
may include, to the extent permitted by applicable law, (i) retention of any
payments on the Pledged Notes (other than payments attributable to principal) or
other Collateral in satisfaction of the Holders' obligations under the SQUARZ
Agreement, (ii) sale of the Pledged Notes or other Collateral in one or more
public or private sales, in each case at the written direction of the Company,
or (iii) cancellation of the applicable Underlying Warrant; provided, however,
that in the case of a sale of the Pledged Note, the Proceeds of such sale
attributable to principal of such Pledged Note shall be paid to the SQUARZ Agent
for the benefit of the Holder of such Pledged Note.

     (b)  Notwithstanding anything to the contrary set forth herein, the
obligation of any Holder to pay the Underlying Warrant Installment Payments or
to perform it obligations under the SQUARZ Agreement shall be not be recourse to
the principal of any Note.

     (c)  Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, if the amounts received by the Collateral
Agent (i) as interest payments on a Pledged Note or (ii) with respect to a
Initial Pledged Treasuries Interest and/or Substitute Pledged Treasuries
Interest as provided in Article III hereof are, collectively, insufficient to
satisfy the obligations of the Holder of the Unit to pay any Underlying Warrant
Installment Payment, the inability to make such payments shall constitute an
event of default on the part

                                       18



of the Holder under the SQUARZ Agreement. Upon any such event of default, the
Collateral Agent shall have and may exercise, with reference to such Pledged
Note, Initial Pledged Treasuries Interest and Substitute Pledged Treasuries
Interest, as applicable, any and all of the rights and remedies available to a
secured party under the Code and the TRADES Regulations after default by a
debtor, and as otherwise granted herein or under any other law; provided,
however, that a failure to make any Underlying Warrant Installment Payment which
results from the Company's failure to pay interest on the related Pledged Note
shall not constitute an event of default on the part of the Holder of such Note
and shall not entitle the Company or the Collateral Agent to any rights or
remedies as a secured party, except that the Company may declare the Underlying
Warrant null and void if a Holder does not pay the Underlying Warrant
Installment Payment in full within five Business Days of the date such
Underlying Warrant Payment is due.

     (d)  Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) interest on the Pledged
Notes, and (ii) the payments made with respect to any Initial Pledged Treasuries
Interest or Substitute Pledged Treasuries Interest, subject, in each case, to
the provisions of Article III, and as otherwise granted herein.

     (e)  The SQUARZ Agent, individually and as attorney-in-fact for each
Holder, agrees that, from time to time, upon the written request of the Company
or the Collateral Agent (acting upon the written request of the Company), the
SQUARZ Agent or such Holder shall execute and deliver such further documents and
do such other acts and things as the Company or the Collateral Agent (acting
upon the written request of the Company) may reasonably request in order to
maintain the Pledge, and the perfection and priority thereof, and to confirm the
rights of the Collateral Agent hereunder. The SQUARZ Agent shall have no
liability to any Holder for executing any documents or taking any such acts
requested by the Company or the Collateral Agent (acting upon the written
request of the Company) hereunder, except for liability for its own grossly
negligent act, its own grossly negligent failure to act, its bad faith or its
own willful misconduct.

     SECTION 6.2    Substitutions.

     Whenever a Holder has the right to exchange Substitute Pledged Treasuries
or Notes, as the case may be, for Collateral held by the Collateral Agent, such
substitution shall not constitute a novation of the security interest created
hereby.

                                   ARTICLE VII

                    REPRESENTATIONS AND WARRANTIES; COVENANTS

     SECTION 7.1    Representations and Warranties.

     Each Holder, acting through the SQUARZ Agent as its attorney-in-fact (it
being understood that the SQUARZ Agent shall not be liable for any
representation or warranty made by or on behalf of a Holder), hereby represents
and warrants to the Collateral Agent,

                                       19



which representations and warranties shall be deemed repeated by each Holder on
each day a Holder Transfers Collateral, that:

     (a)  such Holder has the power to grant a security interest in and lien on
the Collateral;

     (b)  such Holder is the sole beneficial owner of the Collateral and, in the
case of Collateral delivered in physical form, is the sole holder of such
Collateral and is the sole beneficial owner of, or has the right to Transfer,
the Collateral it Transfers to the Collateral Agent, free and clear of any
security interest, lien, encumbrance, call, liability to pay money or other
restriction other than the security interest and lien granted under Section 2.1
hereof;

     (c)  upon the Transfer of the Collateral to a Collateral Account, the
Collateral Agent, for the benefit of the Company, will have a valid and
perfected first priority security interest therein (assuming that any central
clearing operation or any Intermediary or other entity not within the control of
the Holder involved in the Transfer of the Collateral, including the Collateral
Agent, gives the notices and takes the action required of it hereunder and under
applicable law for perfection of that interest and assuming the establishment
and exercise of control pursuant to Section 2.2 hereof); and

     (d)  the execution and performance by the Holder of its obligations under
this Agreement will not result in the creation of any security interest, lien or
other encumbrance on the Collateral other than the security interest and lien
granted under Section 2.1 hereof or violate any provision of any existing law or
regulation applicable to it or of any mortgage, charge, pledge, indenture,
contract or undertaking to which it is a party or which is binding on it or any
of its assets.

     SECTION 7.2    Covenants.

     Each Holder, acting through the SQUARZ Agent as its attorney-in-fact (it
being understood that the SQUARZ Agent shall not be liable for any covenant made
by or on behalf of a Holder), hereby covenants to the Collateral Agent that for
so long as the Collateral remains subject to the Pledge:

     (a)  neither the SQUARZ Agent nor any Holder will create or purport to
create or allow to subsist any mortgage, charge, lien, pledge or any other
security interest whatsoever over the Collateral or any part of it other than
pursuant to this Agreement; and

     (b)  neither the SQUARZ Agent nor such Holders will sell or otherwise
dispose (or attempt to dispose) of the Collateral or any part of it except for
the beneficial interest therein, subject to the pledge hereunder, transferred in
connection with the Transfer of a Unit.

                                       20



                                  ARTICLE VIII

                              THE COLLATERAL AGENT

     SECTION 8.1    Appointment, Powers and Immunities.

     (a)  The Collateral Agent shall act as agent for the Company hereunder with
such powers as are specifically vested in the Collateral Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. Each of the Collateral Agent, the Custodial Agent and the Securities
Intermediary:

          (i)       shall have no duties or responsibilities except those
     expressly set forth in this Agreement and no implied covenants or
     obligations shall be inferred from this Agreement against any of them, nor
     shall any of them be bound by the provisions of any agreement by any party
     hereto beyond the specific terms hereof;

          (ii)      shall not be responsible for any recitals contained in this
     Agreement, or in any certificate or other document referred to or provided
     for in, or received by it under, this Agreement, or for the value,
     validity, effectiveness, genuineness, enforceability or sufficiency of this
     Agreement (other than as against the Collateral Agent, the Custodial Agent
     or the Securities Intermediary, as the case may be), any Certificate or the
     SQUARZ Agreement or any other document referred to or provided for herein
     or therein or for any failure by the Company or any other Person (except
     the Collateral Agent, the Custodial Agent or the Securities Intermediary,
     as the case may be) to perform any of its obligations hereunder or
     thereunder or for the perfection, priority or, except as expressly required
     hereby, existence, validity, perfection or maintenance of any security
     interest created hereunder;

          (iii)     shall not be required to initiate or conduct any litigation
     or collection proceedings hereunder (except in the case of the Collateral
     Agent, pursuant to written directions furnished under Section 8.2 hereof,
     subject to Section 8.6 hereof);

          (iv)      shall not be responsible for any action taken or omitted to
     be taken by it hereunder or under any other document or instrument referred
     to or provided for herein or in connection herewith or therewith, except
     for its own gross negligence or willful misconduct; and

          (v)       shall not be required to advise any party as to selling or
     retaining, or taking or refraining from taking any action with respect to,
     the SQUARZ, Stripped SQUARZ or other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral
Agent shall take all reasonable action in connection with the safekeeping and
preservation of the Collateral hereunder.

                                       21



     (b)  No provision of this Agreement shall require the Collateral Agent, the
Custodial Agent or the Securities Intermediary to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder. In no event shall the Collateral Agent, the Custodial Agent or
the Securities Intermediary be liable for any amount in excess of the value of
the Collateral or for any special, indirect, individual, consequential damages
or lost profits or loss of business, arising in connection with this Agreement,
even if the Collateral Agent, the Custodial Agent or the Securities Intermediary
has been advised of the likelihood of such loss or damage being incurred and
regardless of the form of action. Notwithstanding the foregoing, the Collateral
Agent, the Custodial Agent, the SQUARZ Agent and Securities Intermediary, each
in its individual capacity, hereby waive any right of setoff, banker's lien,
liens or perfection rights as securities intermediary or any counterclaim with
respect to any of the Collateral.

     (c)  The Collateral Agent, Custodial Agent and Securities Intermediary
shall have no liability whatsoever for the action or inaction of any Clearing
Agency or any book-entry system thereof. In no event shall any Clearing Agency
or any book-entry system thereof be deemed an agent or subcustodian of the
Collateral Agent, Custodial Agent and Securities Intermediary. The Collateral
Agent, Custodial Agent and Securities Intermediary shall not be responsible or
liable for any failure or delay in the performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fires; floods; war (whether declared or undeclared); terrorism;
civil or military disturbances; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities, computer (hardware or software) or communications
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation.

     SECTION 8.2    Instructions of the Company.

     The Company shall have the right, by one or more instruments in writing
executed and delivered to the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, to direct the time, method and
place of conducting any proceeding for the realization of any right or remedy
available to the Collateral Agent, or of exercising any power conferred on the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, or to direct the taking or refraining from taking of any action
authorized by this Agreement; provided, however, that (i) such direction shall
not conflict with the provisions of any law or of this Agreement and (ii) the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall each
receive indemnity reasonably satisfactory to it as provided herein. Nothing in
this Section 8.2 shall impair the right of the Collateral Agent in its
discretion to take any action or omit to take any action which it deems proper
and which is not inconsistent with such direction.

     SECTION 8.3    Reliance.

     Each of the Securities Intermediary, the Custodial Agent and the Collateral
Agent shall be entitled conclusively to rely upon any certification, order,
judgment, opinion, notice

                                       22



or other communication (including, without limitation, any thereof by telephone
or facsimile) reasonably believed by it to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons (without
being required to determine the correctness of any fact stated therein), and
upon advice and statements of legal counsel and other experts selected by the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be. As to any matters not expressly provided for by this Agreement, the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
in accordance with instructions given by the Company in accordance with this
Agreement.

     SECTION 8.4    Rights in Other Capacities.

     The Collateral Agent, the Custodial Agent and the Securities Intermediary
and their affiliates may (without having to account therefor to the Company)
accept deposits from, lend money to, make their investments in and generally
engage in any kind of banking, trust or other business with the SQUARZ Agent,
any Holder and any holder of Separate Notes (and any of their respective
subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, and the
Collateral Agent, the Custodial Agent and the Securities Intermediary and their
affiliates may accept fees and other consideration from the SQUARZ Agent, any
Holder or any holder of Separate Notes without having to account for the same to
the Company; provided that each of the Securities Intermediary, the Custodial
Agent and the Collateral Agent covenants and agrees with the Company that,
except as provided in this Agreement, it shall not accept, receive or permit
there to be created in favor of itself (and waives any right of set-off or
banker's lien with respect to) and shall take no affirmative action to permit
there to be created in favor of any other Person, any security interest, lien or
other encumbrance of any kind in or upon the Collateral and the Collateral shall
not be commingled with any other assets of any such Person.

     SECTION 8.5    Non-Reliance on Collateral Agent.

     None of the Securities Intermediary, the Custodial Agent or the Collateral
Agent shall be required to keep itself informed as to the performance or
observance by the SQUARZ Agent or any Holder, of this Agreement, the SQUARZ
Agreement, any Certificate or any other document referred to or provided for
herein or therein or to inspect the properties or books of the SQUARZ Agent or
any Holder. The Collateral Agent, the Custodial Agent and the Securities
Intermediary shall not have any duty or responsibility to provide the Company or
the Remarketing Agent with any credit or other information concerning the
affairs, financial condition or business of the SQUARZ Agent, any Holder or any
holder of Separate Notes (or any of their respective subsidiaries or affiliates)
that may come into the possession of the Collateral Agent, the Custodial Agent
or the Securities Intermediary or any of their respective affiliates.

     SECTION 8.6    Compensation and Indemnity.

     The Company agrees:

                                       23



     (a)  to pay each of the Collateral Agent, the Custodial Agent and the
Securities Intermediary from time to time such compensation as shall be agreed
in writing between the Company and the Collateral Agent, Custodial Agent or the
Securities Intermediary, as the case may be, for all services rendered by each
of them hereunder, and

     (b)  to indemnify the Collateral Agent, the Custodial Agent, the Securities
Intermediary and their officers, directors and agents for, and to hold each of
them harmless from and against, any and all loss, liability, damage, claim or
reasonable out-of-pocket expense incurred (other than to the extent caused by
the gross negligence or willful misconduct on its part of such parties), arising
out of or in connection with the acceptance or administration of its powers and
duties under this Agreement, including the out-of-pocket costs and expenses
(including fees and expenses of counsel) of defending itself against any claim
(whether asserted by the Company, a Holder or any other Person) or liability in
connection with the exercise or performance of such powers and duties or
collecting such amounts. The Collateral Agent, the Custodial Agent and the
Securities Intermediary shall each promptly notify the Company of any third
party claim which may give rise to the indemnity hereunder and give the Company
the opportunity to participate in the defense of such claim with counsel
reasonably satisfactory to the indemnified party, and no such claim shall be
settled without the written consent of the Company, which consent shall not be
unreasonably withheld. The provisions of this Section 8.6 shall survive the
resignation or removal of the Collateral Agent, the Custodial Agent and the
Securities Intermediary or the termination of this Agreement.

     SECTION 8.7    Failure to Act.

     In the event of any ambiguity in the provisions of this Agreement or any
dispute between or conflicting claims by or among the parties hereto or any
other Person with respect to any funds or property deposited hereunder, the
Collateral Agent, Custodial Agent and the Securities Intermediary shall be
entitled, after prompt notice to the Company and the SQUARZ Agent, at its sole
option, to refuse to comply with any and all claims, demands or instructions
with respect to such property or funds so long as such dispute or conflict shall
continue, and none of the Collateral Agent, Custodial Agent or the Securities
Intermediary shall be or become liable in any way to any of the parties hereto
for its failure or refusal to comply with such conflicting claims, demands or
instructions. The Collateral Agent, Custodial Agent and the Securities
Intermediary shall be entitled to refuse to act until either (i) such
conflicting or adverse claims or demands shall have been finally determined by a
court of competent jurisdiction or settled by agreement between the conflicting
parties as evidenced in a writing, reasonably satisfactory to the Collateral
Agent, Custodial Agent or the Securities Intermediary, as the case may be, or
(ii) the Collateral Agent, the Custodial Agent or the Securities Intermediary,
as the case may be, shall have received security or an indemnity reasonably
satisfactory to the Collateral Agent, Custodial Agent or the Securities
Intermediary, as the case may be, sufficient to save the Collateral Agent,
Custodial Agent or the Securities Intermediary, as the case may be, harmless
from and against any and all loss, liability or reasonable out-of-pocket expense
which the Collateral Agent, Custodial Agent or the Securities Intermediary, as
the case may be, may incur by reason of its acting without willful misconduct or
gross negligence. The Collateral Agent, Custodial Agent or the

                                       24



Securities Intermediary may in addition elect to commence an interpleader action
or seek other judicial relief or orders as the Collateral Agent, Custodial Agent
or the Securities Intermediary, as the case may be, may deem necessary.
Notwithstanding anything contained herein to the contrary, none of the
Collateral Agent, Custodial Agent or the Securities Intermediary shall be
required to take any action that is in its opinion contrary to law or to the
terms of this Agreement, or which would in its opinion subject it or any of its
officers, employees or directors to liability.

     SECTION 8.8    Resignation.

     Subject to the appointment and acceptance of a successor Collateral Agent,
Custodial Agent or Securities Intermediary, as provided below, (a) the
Collateral Agent, Custodial Agent and the Securities Intermediary may resign at
any time by giving notice thereof to the Company and the SQUARZ Agent as
attorney-in-fact for the Holders, (b) the Collateral Agent, Custodial Agent and
the Securities Intermediary may be removed at any time by the Company and (c) if
the Collateral Agent, Custodial Agent or the Securities Intermediary fails to
perform any of its material obligations hereunder in any material respect for a
period of not less than 20 days after receiving written notice of such failure
by the SQUARZ Agent and such failure shall be continuing, the Collateral Agent,
Custodial Agent or the Securities Intermediary may be removed by the SQUARZ
Agent. The SQUARZ Agent shall promptly notify the Company of any removal of the
Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to
clause (c) of the immediately preceding sentence. The Company shall promptly
notify the SQUARZ Agent of any removal of the Collateral Agent, the Custodial
Agent or the Securities Intermediary pursuant to clause (b) of the second
preceding sentence. Upon any such resignation or removal, the Company shall have
the right to appoint a successor Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be. If no successor Collateral Agent, Custodial
Agent or Securities Intermediary, as the case may be, shall have been so
appointed and shall have accepted such appointment within 30 days after the
retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's
giving of notice of resignation or such removal, then the retiring Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, may at
the Company's expense petition any court of competent jurisdiction for the
appointment of a successor Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be. Each of the Collateral Agent, Custodial Agent
and the Securities Intermediary shall be a bank that has an office in New York,
New York with a combined capital and surplus of at least $100,000,000. Upon the
acceptance of any appointment as Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, hereunder by a successor Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, such successor
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, and the retiring Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, shall take all
appropriate action to transfer any money and property held by it hereunder
(including the Collateral) to such successor after the payment of any
outstanding fees, expenses and indemnities due and owing to such remaining
party. The retiring Collateral Agent, Custodial Agent or Securities Intermediary
shall, upon such succession, be discharged from its duties

                                       25



and obligations as Collateral Agent, Custodial Agent or Securities Intermediary
hereunder. After any retiring Collateral Agent's, Custodial Agent's or
Securities Intermediary's resignation hereunder as Collateral Agent, Custodial
Agent or Securities Intermediary, the provisions of this Section 8.8, and
Section 8.6 hereof, shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Collateral
Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of
the Collateral Agent hereunder shall be deemed for all purposes of this
Agreement as the simultaneous resignation or removal of the Custodial Agent and
the Securities Intermediary hereunder.

     SECTION 8.9    Right to Appoint Agent or Advisor.

     The Collateral Agent shall have the right to appoint or consult with agents
or advisors of its selection in connection with any of its duties hereunder, and
the Collateral Agent shall not be liable for any action taken or omitted by, or
in reliance upon the advice of, such agents or advisors selected in good faith.
The appointment of agents (other than legal counsel) pursuant to this Section
8.9 shall be subject to prior consent of the Company, which consent shall not be
unreasonably withheld.

     SECTION 8.10   Survival.

     The provisions of this Article VIII shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent, the Custodial
Agent or the Securities Intermediary.

     SECTION 8.11   Exculpation.

     Anything in this Agreement to the contrary notwithstanding, in no event
shall any of the Collateral Agent, the Custodial Agent or the Securities
Intermediary or their officers, employees or agents be liable under this
Agreement to any third party for indirect, special, punitive or consequential
loss or damage of any kind whatsoever, including lost profits, whether or not
the likelihood of such loss or damage was known to the Collateral Agent, the
Custodial Agent or the Securities Intermediary, or any of them, and regardless
of the form of action.

                                   ARTICLE IX

                                    AMENDMENT

     SECTION 9.1    Amendment Without Consent of Holders.

     Without the consent of any Holders, the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the SQUARZ Agent, at any time
and from time to time, may amend this Agreement, in form satisfactory to the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the SQUARZ Agent, for any of the following purposes:

                                       26



     (a)  to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company; or

     (b)  to add to the covenants of the Company for the benefit of the Holders,
or to surrender any right or power herein conferred upon the Company so long as
such covenants or such surrender do not adversely affect the validity,
perfection or priority of the security interests granted or created hereunder;
or

     (c)  to evidence and provide for the acceptance of appointment hereunder by
a successor Collateral Agent, Custodial Agent, Securities Intermediary or SQUARZ
Agent; or

     (d)  to add, amend, or supplement procedures and procedural matters by
which the transactions contemplated by and other actions provided for in this
Agreement are effectuated, including forms of notices, request, instructions,
and the like.

     (e)  to cure any ambiguity or potential ambiguity or to correct, amend, or
supplement any provisions herein which may be defective or inconsistent with any
other such provisions herein or with complementary provisions in the SQUARZ
Agreement; or

     (f)  to make any other provisions with respect to such matters or questions
arising under this Agreement, provided such action shall not adversely affect
the interests of the Holders in any material respect.

     SECTION 9.2    Amendment with Consent of Holders.

     With the consent of not less than a majority of the Outstanding Units
voting together as one class, by act of the Holders of such Units delivered to
the Company, the SQUARZ Agent or the Collateral Agent, as the case may be, the
Company, when duly authorized by a Board Resolution, the SQUARZ Agent, the
Collateral Agent, the Custodial Agent and the Securities Intermediary may amend
this Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the Holders in respect of the Units; provided,
however, that no such supplemental agreement shall, without the consent of each
Holder adversely affected thereby:

     (a)  change the amount or type of Collateral underlying a Unit (except for
the rights of holders of SQUARZ to substitute the Substitute Pledged Treasuries
for the Pledged Notes, or the rights of Holders of Stripped SQUARZ to substitute
Notes for the Substitute Pledged Treasuries), impair the right of the Holder to
receive distributions on the underlying Collateral or otherwise adversely affect
the Holder's rights in or to such Collateral; or

     (b)  otherwise effect any action that would require the consent of the
Holder affected thereby pursuant to the SQUARZ Agreement if such action were
effected by an agreement supplemental thereto; or

     (c)  reduce the percentage of Outstanding Units the consent of whose
Holders is required for any such amendment.

                                       27



It shall not be necessary for any act of Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such Act shall approve the substance thereof.

     SECTION 9.3    Execution of Amendments.

     In executing any amendment permitted by this Section, the Collateral Agent,
the Custodial Agent, and the Securities Intermediary shall receive and (subject
to Section 8.1 hereof, with respect to the Collateral Agent) shall be fully
protected in relying upon, an opinion of counsel stating that the execution of
such amendment is authorized or permitted by this Agreement and that all
conditions precedent, if any, to the execution and delivery of such amendment
have been satisfied and, in the case of an amendment pursuant to Section 9.1,
that such amendment does not adversely affect the validity, perfection or
priority of the security interests granted or created hereunder.

     SECTION 9.4    Effect of Amendments.

     Upon the execution of any amendment under this Article IX, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Holder theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered under the SQUARZ
Agreement shall be bound thereby.

     SECTION 9.5    Reference to Amendments.

     Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any amendment pursuant to this Section may, and shall if
required by the Collateral Agent or the SQUARZ Agent, bear a notation in form
approved by the SQUARZ Agent and the Collateral Agent as to any matter provided
for in such amendment. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Collateral Agent, the SQUARZ Agent
and the Company, to any such amendment may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by
the SQUARZ Agent in accordance with the SQUARZ Agreement in exchange for
outstanding Certificates.

                                    ARTICLE X

                                  MISCELLANEOUS

     SECTION 10.1   No Waiver.

     No failure on the part of any party hereto or any of its agents to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by any party hereto or any of its agents of
any right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The remedies herein
are cumulative and are not exclusive of any remedies provided by law.

                                       28



     SECTION 10.2   GOVERNING LAW.

     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF
LAWS. Without limiting the foregoing, the above choice of law is expressly
agreed to by the Securities Intermediary, the Collateral Agent, the Custodial
Agent and the Holders acting through the SQUARZ Agent, as their
attorney-in-fact, in connection with the establishment and maintenance of the
Collateral Accounts, which law, for purposes of the Code, shall be deemed to be
the law governing all Security Entitlements related thereto. In addition, such
parties agree that, for purposes of the Code, New York shall be the Securities
Intermediary's jurisdiction. The Company, the Collateral Agent and the Holders,
acting through the SQUARZ Agent as their attorney-in-fact, hereby submit to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Company, the Collateral
Agent and the Holders , acting through the SQUARZ Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

     SECTION 10.3   Notices.

     Unless otherwise stated herein, all notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when personally delivered or, in the case of a mailed notice or
notice transmitted by telecopier, upon receipt, in each case given or addressed
as aforesaid.

     SECTION 10.4   Successors and Assigns.

     This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the SQUARZ Agent, and the
Holders, by their acceptance of the same, shall be deemed to have agreed to be
bound by the provisions hereof and to have ratified the agreements of, and the
grant of the Pledge hereunder by, the SQUARZ Agent.

     SECTION 10.5   Counterparts.

     This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument, and any of the
parties hereto may execute this Agreement by signing any such counterpart.

                                       29



     SECTION 10.6   Severability.

     If any provision hereof is invalid and unenforceable in any jurisdiction,
then, to the fullest extent permitted by law, (i) the other provisions hereof
shall remain in full force and effect in such jurisdiction and shall be
liberally construed in order to carry out the intentions of the parties hereto
as nearly as may be possible and (ii) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

     SECTION 10.7   Expenses, Etc.

     The Company agrees to reimburse the Collateral Agent, the Securities
Intermediary and the Custodial Agent for:

     (a)  all reasonable out-of-pocket costs and all reasonable expenses of the
Collateral Agent, the Custodial Agent and the Securities Intermediary
(including, without limitation, the reasonable fees and expenses of counsel to
the Collateral Agent, the Custodial Agent and the Securities Intermediary), in
connection with (i) the negotiation, preparation, execution and delivery or
performance of this Agreement and (ii) any modification, supplement or waiver of
any of the terms of this Agreement;

     (b)  all reasonable costs and expenses of the Collateral Agent (including,
without limitation, reasonable fees and expenses of counsel) in connection with
(i) any enforcement or proceedings resulting or incurred in connection with
causing any Holder to satisfy its obligations under the Underlying Warrants
forming a part of the Units and (ii) the enforcement of this Section 10.7; and

     (c)  all transfer, stamp, documentary or other similar taxes, assessments
or charges levied by any governmental or revenue authority in respect of this
Agreement or any other document referred to herein and all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated
hereby.

     SECTION 10.8   Security Interest Absolute.

     All rights of the Collateral Agent and security interests hereunder, and
all obligations of the Holders from time to time hereunder, shall be absolute
and unconditional irrespective of:

     (a)  any lack of validity or enforceability of any provision of the SQUARZ
Agreement, the Underlying Warrants or any Certificate or any other agreement or
instrument relating thereto;

     (b)  any change in the time, manner or place of payment of, or any other
term of, or any increase in the amount of, all or any of the obligations of
Holders under the related SQUARZ Agreement, the related Underlying Warrants, any
Certificate, or any other

                                       30



amendment or waiver of any term of, or any consent to any departure from any
requirement of, the SQUARZ Agreement, any Underlying Warrant, any Certificate or
any other agreement or instrument relating thereto; or

     (c)  any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledgor.

     SECTION 10.9   Waiver of Jury Trial.

     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                                       31



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                         BERKSHIRE HATHAWAY INC.

                                         By:  /s/ Marc D. Hamburg
                                             ---------------------------
                                             Name: Marc D. Hamburg
                                             Title: Vice President

                                         Address for Notices:

                                         Berkshire Hathaway Inc.
                                         1440 Kiewit Plaza
                                         Omaha, Nebraska 68131
                                         Attention: Chief Financial Officer

                                         The Bank of New York, as Collateral
                                          Agent, Custodial Agent, and
                                          Securities Intermediary

                                         By:  /s/ Robert A. Massimillo
                                             ---------------------------
                                             Name: Robert A. Massimillo
                                             Title: Vice President

                                         Address for Notices:

                                         101 Barclay Street
                                         New York, NY 10286
                                         Attention: Corporate Trust
                                          Administration

                                         The Bank of New York, as SQUARZ Agent

                                         By:  /s/ Robert A. Massimillo
                                             ---------------------------
                                             Name: Robert A. Massimillo
                                             Title: Vice President

                                         Address for Notices:

                                         101 Barclay Street
                                         New York, NY 10286
                                         Attention: Corporate Trust
                                          Administration


                                       S-1



                                    EXHIBIT A

                             INSTRUCTION FROM SQUARZ
                            AGENT TO COLLATERAL AGENT

The Bank of New York,
as Collateral Agent
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration

     Re:  SQUARZ of Berkshire Hathaway Inc. (the "Company")

     We hereby notify you in accordance with Section [3.2] [3.3] of the SQUARZ
Agreement, dated as of May 28, 2002 and amended and restated as of August 13,
2002 (the "SQUARZ Agreement"), among the Company and us, as SQUARZ Agent and as
attorney-in-fact for the Holders of [SQUARZ] [Stripped SQUARZ] from time to
time, (and in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated
as of May 28, 2002 and amended and restated as of August 13, 2002) that the
Holder of [SQUARZ] [Stripped SQUARZ] listed below (the "Holder") has elected to
convert [__________] [SQUARZ] [Stripped SQUARZ] into [_____________] [Stripped
SQUARZ] [SQUARZ].

     In connection therewith, we hereby notify you that, pursuant to the
instructions of the Holder, we intend to substitute the [Requisite Amount of
Substitute Pledged Treasuries (calculated pursuant to the SQUARZ Agreement)]
[$_______ aggregate principal amount of Notes]

                                 in exchange for

[$_______ aggregate principal amount of Pledged Notes] [Substitute Pledged
Treasuries] held by you in accordance with the Pledge Agreement.

     The Holder has delivered to us a notice stating that the Holder has
transferred [a Requisite Amount of Substitute Pledged Treasuries (calculated
pursuant to the SQUARZ Agreement)] [$_______ aggregate principal amount of
Notes] to you, as Collateral Agent and has instructed us to, and we hereby do,
pledge and grant to you, as Collateral Agent, for the benefit of the Company, as
collateral security for the performance by such Holder of its obligations under
the SQUARZ Agreement, a security interest in all of the right, title and
interest of such Holder (subject only to recourse limitations expressly stated
in the Pledge Agreement) in such [Requisite Amount of Substitute Pledged
Treasuries (calculated pursuant to the SQUARZ Agreement)] [$_______ aggregate
principal amount of Notes].

                                       A-1



     We hereby instruct you, upon receipt of such [Requisite Amount of
Substitute Pledged Treasuries (calculated pursuant to the SQUARZ Agreement)]
[$_______ aggregate principal amount of Notes], and upon the payment by such
Holder of any applicable fees, to release the [$_______ aggregate principal
amount of Pledged Notes] [Substitute Pledged Treasuries] related to such
[SQUARZ] [Stripped SQUARZ] to us in accordance with the Holder's instructions.
Capitalized terms used herein but not defined shall have the meaning set forth
in the SQUARZ Agreement.

Date:  _____________________

                                         The Bank of New York as SQUARZ Agent

                                         By:
                                             --------------------------------
                                             Name:
                                             Title:

Please print name and address of Registered Holder electing to substitute
[Substitute Pledged Treasuries] [Notes] for the [Pledged Notes] [Substitute
Pledged Treasuries]:

Name:

Social Security or other Taxpayer Identification
Number, if any:

Address:

                                       A-2



                                    EXHIBIT B

                           INSTRUCTION TO SQUARZ AGENT

The Bank of New York,
as SQUARZ Agent
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration

Re:  SQUARZ of Berkshire Hathaway Inc. (the "Company")

          The undersigned Holder hereby notifies you that it has elected to
convert [__________] [SQUARZ] [Stripped SQUARZ] into [_____________] [Stripped
SQUARZ] [SQUARZ].

          In connection therewith, pursuant to the SQUARZ Agreement, dated May
28, 2002 and amended and restated as of August 13, 2002 (the "SQUARZ
Agreement"), among the you and the Company (and pursuant to the Pledge
Agreement, dated as of May 28, 2002 and amended and restated as of August 13,
2002), the Holder has transferred [a Requisite Amount of Substitute Pledged
Treasuries (calculated pursuant to the SQUARZ Agreement)] [$_______ aggregate
principal amount of Notes] to the Collateral Agent, hereby pledges the same to
the Collateral Agent, and hereby instructs you to,

     .    pledge and grant to the Collateral Agent, for the benefit of the
          Company, as collateral security for the performance by the undersigned
          Holder of its obligations under the SQUARZ Agreement, a security
          interest in all of the right, title and interest of the undersigned
          Holder (subject only to recourse limitations expressly stated in the
          Pledge Agreement) in such [Requisite Amount of Substitute Pledged
          Treasuries (calculated pursuant to the SQUARZ Agreement)] [$_______
          aggregate principal amount of Notes];

     .    instruct the Collateral Agent to release to you on behalf of the
          undersigned Holder the [Pledged Notes] [Substitute Pledged Treasuries]
          related to such [SQUARZ] [Stripped SQUARZ], and

     .    upon such release, cancel [______] [SQUARZ] [Stripped SQUARZ] held by
          such Holder and issue the same amount of [Stripped SQUARZ] [SQUARZ] in
          the name of the undersigned Holder.

                                       B-1



Capitalized terms used herein but not defined shall have the meaning set forth
in the SQUARZ Agreement.

          The undersigned Holder has paid the Collateral Agent all applicable
fees relating to such exchange.

Date:                                    Signature:
     ---------------------                          ----------------------------

                                         Signature Guarantee:
                                                              ------------------

Please print name and address of Registered Holder:

Name:
Social Security or other Taxpayer Identification Number, if any:
Address:

                                       B-2

EX-4.5

                                                                     Exhibit 4.5

                             Berkshire Hathaway Inc.

                          Registration Rights Agreement

                                                                    May 28, 2002

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

Ladies and Gentlemen:

      Berkshire Hathaway Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to the Purchaser (as defined herein) upon the terms set forth
in the Purchase Agreement (as defined herein) the SQUARZ Securities (as defined
herein). 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 Company agrees 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.   Definitions. Capitalized terms used herein without definition shall
have the meanings ascribed to them in the Purchase Agreement. As used in this
Agreement, the following defined terms shall have the following meanings:

      "Act" or "Securities Act" means the United States Securities Act of 1933,
as amended.

      "Affiliate" of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with such specified person. For purposes of this definition, control of a person
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such person whether by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

      "Applicable Amount" means, for each SQUARZ and each Note in the principal
amount of $10,000 that does not constitute a component of a SQUARZ, $10,000.

      "Class A Common Stock" means the Company's Class A Common Stock, par value
$5.00 per share.

      "Class B Common Stock" means the Company's Class B Common Stock, par value
$0.1667 per share.

      "Closing Date" means the First Time of Delivery as defined in the Purchase
Agreement.

      "Commission" means 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.

      "Common Stock" means the Class A Common Stock and the Class B Common
Stock.



      "Effective Failure" has the meaning assigned thereto in Section 6(b)
hereof.

      "Effectiveness Period" has the meaning assigned thereto in Section 2(b)(i)
hereof.

      "Effective Time" means the time at which the Commission declares the Shelf
Registration Statement effective or at which the Shelf Registration Statement
otherwise becomes effective.

      "Electing Holder" has the meaning assigned thereto in Section 3(a)(iii)
hereof.

      "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.

      "Final Closing Date" means the last Time of Delivery (as defined in the
Purchase Agreement) of any Registrable Securities to the Purchaser pursuant to
the Purchase Agreement.

      "Holder" means any person that is the record owner of Registrable
Securities (and includes any person that has a beneficial interest in any
Registrable Security in book-entry form).

      "Indenture" means the Indenture, dated as of May 28, 2002, between the
Company and The Bank of New York, as trustee, as amended and supplemented from
time to time in accordance with its terms.

      "Liquidated Damages" has the meaning assigned thereto in Section 6(a)
hereof.

      "NASD Rules" means the Rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

      "Notes" means the senior unsecured debt securities, the principal amount
of which is due and payable on November 15, 2007, of the Company issued under
the Indenture.

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

      The term "person" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

      "Prospectus" means the prospectus (including, without limitation, any
preliminary prospectus, any final prospectus and any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act) included in the
Shelf Registration Statement, as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by the Shelf Registration Statement and by all
other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.

      "Purchase Agreement" means the purchase agreement, dated as of May 22,
2002,



 between the Purchaser and the Company relating to the SQUARZ Securities.

      "Purchaser" means the Purchaser named in Schedule I to the Purchase
Agreement.

      "Registrable Securities" means (i) the SQUARZ Securities issued from time
to time under the SQUARZ Agreement, (ii) the Notes, and (iii) the Underlying
Common Stock; provided, however, that a security ceases to be a Registrable
Security when it is no longer a Restricted Security.

      "Registration Default" has the meaning assigned thereto in Section 6(a)
hereof.

      "Remarketing" means any remarketing of the Notes pursuant to Article 6 of
the SQUARZ Agreement.

      "Remarketing Agent" has the meaning assigned thereto in the SQUARZ
Agreement.

      "Restricted Security" means (i) the SQUARZ Securities issued from time to
time under the SQUARZ Agreement, (ii) the Notes, and (iii) the Underlying Common
Stock, except any such security that (i) has been effectively registered under
the Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, or (ii) has been transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto), is transferable within the
volume limitations of paragraph (e) of such Rule 144 (or any successor
provision) even if aggregated with all other Registrable Securities held by the
Holder thereof, or is transferable pursuant to paragraph (k) of such Rule 144
(or any successor provision thereto).

      "Rules and Regulations" means the published rules and regulations of the
Commission promulgated under the Securities Act or the Exchange Act, as in
effect at any relevant time.

      "Shelf Registration" means a registration effected pursuant to Section 2
hereof.

      "Shelf Registration Statement" means a "shelf" registration statement
filed under the Securities Act providing for the registration of, and the sale
on a continuous or delayed basis by the Company or the Holders, as applicable,
of, all of the Registrable Securities pursuant to Rule 415 under the Securities
Act and/or any similar rule that may be adopted by the Commission, filed by the
Company pursuant to the provisions of Section 2 of this Agreement, including the
Prospectus contained therein, any amendments and supplements to such
registration statement, including post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement.

      "SQUARZ" has the meaning given to it in the Purchase Agreement.

      "SQUARZ Agreement" means the SQUARZ Agreement, dated as of May 28, 2002,
between the Company and The Bank of New York, as the SQUARZ agent, as amended
and supplemented from time to time in accordance with its terms.

      "SQUARZ Securities" means the SQUARZ (as defined in the SQUARZ Agreement)
and the Stripped SQUARZ (as defined in the SQUARZ Agreement).

      "Trust Indenture Act" means the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
as the same shall be amended



from time to time.

      "Underlying Common Stock" means the Common Stock issuable upon exercise of
the Underlying Warrants.

      "Underlying Registered Warrant" means an Underlying Warrant that is
exercised by a Holder that acquired the SQUARZ Security, of which such
Underlying Warrant constitutes a part, pursuant to the Shelf Registration
Statement.

      "Underlying Unregistered Warrant" means an Underlying Warrant that is
exercised by a Holder that did not acquire the SQUARZ Security, of which such
Underlying Warrant constitutes a part, pursuant to the Shelf Registration
Statement.

      "Underlying Warrant" has the meaning assigned thereto in the SQUARZ
Agreement.

      The term "underwriter" means any underwriter of Registrable Securities in
connection with an offering thereof under a Shelf Registration Statement.

      2.   Shelf Registration.

      (a)  The Company shall, no later than 90 calendar days following the
Closing Date, file with the Commission a Shelf Registration Statement relating
to (i) the offer and sale of the Registrable Securities (other than Underlying
Common Stock issuable upon exercise of Underlying Registered Warrants) by the
Holders from time to time in accordance with the methods of distribution elected
by such Holders and set forth in such Shelf Registration Statement and (ii) the
offer and sale by the Company from time to time to the Holders of Underlying
Registered Warrants of the Underlying Common Stock issuable upon exercise of
Underlying Registered Warrants, and, thereafter, shall use its best efforts to
cause such Shelf Registration Statement to be declared effective under the Act
no later than 180 calendar days following the Closing Date; provided, however,
that the Company may, upon written notice to all Holders, postpone having the
Shelf Registration Statement declared effective for a reasonable period not to
exceed 90 days if the Company possesses material non-public information, the
disclosure of which be contrary in a material manner to the Company and its
stockholders' best interests; provided, further, 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.

      (b)  The Company shall use its best efforts:

           (i)   to keep the Shelf Registration Statement continuously effective
      in order to permit the Prospectus forming a part thereof to be usable by
      Holders until the earliest of:

           (1) with respect to (A) the SQUARZ Securities and the Notes, 2 years
      after the Final Closing Date for any such securities, (B) Underlying
      Common Stock issuable upon exercise of Underlying Registered Warrants, the
      first date as of which no such Underlying Registered Warrants remain
      outstanding (whether due to exercise, expiration, cancellation, or
      otherwise), and (C) Underlying Common Stock issuable upon exercise of
      Underlying Unregistered Warrants, the earlier of (I) if an Underlying
      Unregistered Warrant has been exercised and no other Underlying
      Unregistered



     Warrants remain outstanding (whether due to exercise, expiration,
     cancellation, or otherwise), 2 years following the last date as of which an
     Underlying Unregistered Warrant was exercised and (II) the first date on
     which no Underlying Unregistered Warrant has been exercised and no
     Underlying Unregistered Warrant remains outstanding (whether due to
     expiration, cancellation, or otherwise);

           (2) Holders are able to sell all Registrable Securities within the
      volume limitations of paragraph (e) of Rule 144 under the Securities Act
      (or any successor provision thereto);

           (3) the sale of all Registrable Securities registered under the Shelf
      Registration Statement that are held by Electing Holders (the period
      described in these clauses (1) - (3) being referred to herein as the
      "Effectiveness Period"); and

           (ii)   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
      subparagraph shall relieve such Holder of the obligation to return a
      completed and signed Notice and Questionnaire to the Company in accordance
      with Section 3(a)(i) hereof; and

           (iii)  if at any time the Underlying Warrants, pursuant to Section
      5.8(b) of the SQUARZ Agreement, are exercisable for securities other than
      Common Stock, to cause, or to cause any successor under the SQUARZ
      Agreement to cause, such securities to be included in the Shelf
      Registration Statement as promptly as practicable (if such securities are
      not or have not been included in another effective registration statement,
      such as in connection with the transaction by which the Underlying
      Warrants became exercisable for such securities, sufficient to provide the
      benefits of the Shelf Registration Statement).

      The Company shall be deemed not to have used its best efforts to keep the
Shelf Registration Statement effective during the requisite period if the
Company takes any action in which the primary purpose is to cause Holders of
Registrable Securities covered thereby to be unable to offer and sell any of
such Registrable Securities during that period.

      (c)  The Company may suspend the use of the Prospectus for a period not to
exceed 30 days in any 90-day period or an aggregate of 90 days in any 360-day
period if the Board of Directors of the Company shall have determined in good
faith that: (i) the Prospectus would 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, in light of the circumstances under which they
were made, not misleading as a result of an event that has occurred or is
continuing or (ii) the Company possesses material non-public information, the
disclosure of which be contrary in a material manner to the Company and its
stockholders' best interests, and prior to suspending such use the Company
provides the Holders with written notice (by press release at the Company's
election) of such suspension, which notice need not specify the nature of the
event giving rise to such suspension.



       3.     Registration Procedures. In connection with the Shelf Registration
Statement, the following provisions shall apply:

       (a) (i) Not less than 30 calendar days prior to the Effective Time of the
Shelf Registration Statement, the Company shall 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 Company 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 Company.

              (ii)   After the Effective Time of the Shelf Registration
       Statement, the Company shall, upon the written request of any Holder of
       Registrable Securities that is not then an Electing Holder, promptly send
       a Notice and Questionnaire to such Holder. The Company 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 Company.

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

       (b)    The Company shall furnish to each Electing Holder, who requests in
writing, prior to the Effective Time, a copy of the Shelf Registration Statement
initially filed with the Commission, and shall furnish to each Holder, who
requests in writing, as soon as practicable after the filing thereof with the
Commission, copies of each amendment thereto and each amendment or supplement,
if any, to the Prospectus included therein.

       (c)    The Company shall include or cause to be included in the
Prospectus a provision that such Prospectus may be used by the Remarketing Agent
in connection with any Remarketing of the Notes.

       (d)    The Company shall promptly take such action as may be necessary so
that (i) each of the Shelf Registration Statement and any amendment thereto and
the Prospectus forming a part thereof and any amendment or supplement thereto
(and each report or other document incorporated therein by reference in each
case) complies in all material respects with the Securities Act and the Exchange
Act and the respective rules and regulations thereunder, (ii) each of the Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, 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 and (iii) each of the Prospectus forming a part of the
Shelf Registration Statement, and any amendment or supplement to such
Prospectus, does not at any time during the Effectiveness Period include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.



       (e)    The Company shall promptly advise each Electing Holder (by press
release at the Company's election), and shall confirm such advice in writing if
so requested by any such Electing Holder:

              (i)   when a Shelf Registration Statement and any amendment
       thereto has been filed with the Commission and when a Shelf Registration
       Statement or any post-effective amendment thereto has become effective,
       in each case making a public announcement thereof by release made to
       Reuters Economic Services and Bloomberg Business News;

              (ii)  of the issuance by the Commission of any stop order
       suspending the effectiveness of the Shelf Registration Statement or the
       initiation of any proceedings for such purpose;

              (iii) of the receipt by the Company of any notification with
       respect to the suspension of the qualification of the securities included
       in the Shelf Registration Statement for sale in any jurisdiction or the
       initiation of any proceeding for such purpose; and

              (iv)  of the happening of any event or the existence of any state
       of facts that requires the making of any changes in the Shelf
       Registration Statement or the Prospectus included therein so that, as of
       such date, such Shelf Registration Statement and Prospectus do not
       contain an untrue statement of a material fact and do not omit to state a
       material fact required to be stated therein or necessary to make the
       statements therein (in the case of the Prospectus, in light of the
       circumstances under which they were made) not misleading (which advice
       shall be accompanied by an instruction to such Holders to suspend the use
       of the Prospectus until the requisite changes have been made); provided,
       however, that such notice need not specify the nature of any such event
       or state of facts.

       (f)    The Company shall use its best efforts to prevent the issuance,
and if issued to obtain the withdrawal at the earliest possible time, of any
order suspending the effectiveness of the Shelf Registration Statement.

       (g)    The Company shall furnish to each Electing Holder, without charge,
at least one copy of the Shelf Registration Statement and all post-effective
amendments thereto.

       (h)    The Company shall, during the Effectiveness Period, deliver to
each Electing Holder, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such Electing Holder may
reasonably request; provided that the Company may require reasonable evidence
from any Electing Holder of its need for the number of copies requested; and the
Company consents (except during the periods specified in Section 2(c) above or
during the continuance of any event described in Section 3(e)(iv) above) to the
use of the Prospectus and any amendment or supplement thereto by each of the
Electing Holders in connection with the offering and sale of the Registrable
Securities covered by the Prospectus and any amendment or supplement thereto
during the Effectiveness Period.

       (i)    Prior to any offering of Registrable Securities pursuant to the
Shelf Registration Statement, the Company shall (i) register or qualify or
cooperate with the Electing Holders in



connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or "blue sky" laws of such jurisdictions
within the United States as any Electing Holder may reasonably request, provided
that the Company may require reasonable evidence from any Electing Holder of its
need to register or qualify in such jurisdictions, (ii) keep such registrations
or qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for so long as may be
reasonably necessary to enable any Electing Holder or underwriter, if any, to
complete its distribution of Registrable Securities pursuant to the Shelf
Registration Statement, and (iii) take any and all other actions reasonably
necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities; provided, however, that in no event shall the Company be
obligated to (A) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to so qualify but
for this Section 3(i) or (B) file any general consent to service of process in
any jurisdiction where it is not as of the date hereof so subject.

       (j)  Unless any Registrable Securities shall be in book-entry only form,
the Company shall cooperate with the Electing Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to the Shelf Registration Statement, 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 be free of any restrictive legends and in such permitted denominations and
registered in such names as Electing Holders may reasonably request in
connection with the sale of Registrable Securities pursuant to the Shelf
Registration Statement.

       (k)  Upon the occurrence of any fact or event contemplated by Section
3(e)(iv) above, the Company shall promptly prepare a post-effective amendment to
any Shelf Registration Statement or an amendment or supplement to the related
Prospectus or file any other required document so that, as thereafter delivered
to purchasers of the Registrable Securities included therein, the Prospectus
will not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If the Company
notifies the Electing Holders of the occurrence of any fact or event
contemplated by Section 3(e)(iv) above, the Electing Holder shall suspend the
use of the Prospectus until the requisite changes to the Prospectus have been
made.

       (l)  Not later than the Effective Time of the Shelf Registration
Statement, the Company shall provide a CUSIP number for the SQUARZ Securities
and Notes.

       (m)  The Company shall use its best efforts to comply with all applicable
Rules and Regulations, and to make generally available to its securityholders
(which, at the Company's election, may include posting on or making available
through the Company's website) as soon as practicable, but in any event not
later than eighteen months after (i) the effective date (as defined in Rule
158(c) under the Securities Act) of the Shelf Registration Statement, (ii) the
effective date of each post-effective amendment to the Shelf Registration
Statement, and (iii) the date of each filing by the Company with the Commission
of an Annual Report on Form 10-K that is incorporated by reference in the Shelf
Registration Statement, an earning statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158).



       (n)  Not later than the Effective Time of the Shelf Registration
Statement, the Company shall cause the Indenture to be qualified under the Trust
Indenture Act; in connection with such qualification, the Company shall
cooperate with the Trustee under the Indenture and the Holders (as defined in
the Indenture) to effect such changes to the Indenture as may be required for
such Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and the Company shall execute, and shall use all reasonable
efforts to cause the Trustee to execute, all documents that may be required to
effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner.
In the event that any such amendment or modification referred to in this Section
3(n) involves the appointment of a new trustee under the Indenture, the Company
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.

       (o)  The Company will use its best efforts to cause the Underlying Common
Stock to be listed on the New York Stock Exchange or other stock exchange or
trading system on which the Common Stock primarily trades on or prior to the
Effective Time of the Shelf Registration Statement hereunder.

       (p)  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 NASD Rules (or
any successor provision thereto)) of the Company 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 Company 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.

       (q)  The Company shall use its best efforts to take all other steps
reasonable and necessary to effect the registration, offering and sale of the
Registrable Securities covered by the Shelf Registration Statement contemplated
hereby.

       4.   Registration Expenses. Except as otherwise provided in Section 3,
the Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 2 and 3 hereof. Each Electing
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Electing Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

       5.   Indemnification and Contribution.

       (a)  Indemnification by the Company. Upon the registration of the
Registrable Securities pursuant to Section 2 hereof, the Company shall indemnify
and hold harmless each Electing Holder and each underwriter, selling agent or
other securities professional, if any, which facilitates the disposition of
Registrable Securities, and each of their respective officers and directors and
each person who controls such Electing Holder, underwriter, selling agent or
other securities professional within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (each such person being sometimes referred
to as an "Indemnified Person") against any losses, claims, damages or
liabilities to which such Indemnified Person 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 Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act, or any Prospectus
contained therein or furnished by the Company to any Indemnified Person, 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 Company (whose acceptance
shall not be unreasonably withheld) to represent Indemnified Persons in
connection with investigating or defending any such action or claim, the Company
hereby agrees to reimburse such Indemnified Persons for any legal or other
expenses reasonably incurred by them for such counsel in connection with such
investigation or defense, as such expenses are incurred; provided, however, that
the Company shall not be liable to any Indemnified Person in any case to the
extent that any 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 Shelf Registration Statement or Prospectus, or amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by such Indemnified Person expressly for use therein.

       (b)  Indemnification by the Electing Holders and any Agents and
Underwriters. Each Electing Holder agrees, as a consequence of the inclusion of
any of such Electing Holder's Registrable Securities in such Shelf Registration
Statement, and each underwriter, selling agent or other securities professional,
if any, which facilitates the disposition of 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 Company, its
directors, officers who sign any Shelf Registration Statement and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other persons 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 Shelf Registration Statement or Prospectus, or any amendment
or supplement, 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 Company by such Electing
Holder, underwriter, selling agent or other securities professional expressly
for use therein, and (ii) reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

       (c)  Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of 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.

       (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 Electing Holders or any underwriters, selling
agents 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. 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 Electing Holders and any underwriters,
selling agents or other securities professionals in this Section 5(d) to
contribute shall be several in proportion to the percentage of Applicable Amount
of Registrable Securities registered or underwritten, as the case may be, by
them and not joint.

       (e)  Notwithstanding any other provision of this Section 5, in no event
will any (i) Electing Holder be required to undertake liability to any person
under this Section 5 for any amounts in excess of the dollar amount of the
proceeds to be received by such Holder from the sale of such Holder's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Shelf Registration Statement under which
such Registrable Securities are to be registered under the Securities Act and
(ii) underwriter,



selling agent or other securities professional be required to undertake
liability to any person hereunder for any amounts in excess of the discount,
commission or other compensation payable to such underwriter, selling agent or
other securities professional with respect to the Registrable Securities
underwritten by it and distributed to the public.

       (f)  The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this
Section 5 shall be in addition to any liability which such Indemnified Person
may otherwise have to the Company. The remedies provided in this Section 5 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

       6.   Liquidated Damages.

       (a)  Pursuant to Section 2(a) hereof, the Company may, upon written
notice to all the Holders, postpone having the Shelf Registration Statement
declared effective for a reasonable period not to exceed 90 days if the Company
possesses material non-public information, the disclosure of which would be
contrary in a material manner to the Company and its stockholders' best
interests. Notwithstanding any such postponement, if (i) on or prior to the 90th
day following the Closing Date, a Shelf Registration Statement has not been
filed with the Commission or (ii) on or prior to the 180th day following the
Closing Date, such Shelf Registration Statement is not declared effective by the
Commission (each, a "Registration Default"), the Company shall be required to
pay an amount as liquidated damages that will accrue on, but only on, each
SQUARZ and each Note that does not constitute a component of a SQUARZ (such
amount on such Registrable Securities being "Liquidated Damages"), from and
including the day following such Registration Default until such Shelf
Registration Statement is either so filed or so filed and subsequently declared
effective, as applicable, at a rate per annum equal to an additional one-quarter
of one percent (0.25%) of the Applicable Amount, to and including the 90th day
following such Registration Default and one-half of one percent (0.5%) thereof
from and after the 91st day following such Registration Default.

       (b)  In the event that the Shelf Registration Statement ceases to be
effective (or the Holders of Registrable Securities are otherwise prevented or
restricted by the Company from effecting sales pursuant thereto) (an "Effective
Failure") for more than 30 days, whether or not consecutive, in any 90-day
period, or for more than 90 days, whether or not consecutive, during any
12-month period, then the Company shall pay Liquidated Damages at a rate per
annum equal to an additional one-half of one percent (0.5%) of the Applicable
Amount from the 31st day of the applicable 90-day period or the 91st day of the
applicable 12-month period, as the case may be, that such Shelf Registration
Statement ceases to be effective (or the Holders of Registrable Securities are
otherwise prevented or restricted by the Company from effecting sales pursuant
thereto) until the earlier of (i) the time the Shelf Registration Statement
again becomes effective or the Holders of Registrable Securities are again able
to make sales under the Shelf Registration Statement or (2) the time the
Effectiveness Period expires. For the purpose of determining an Effective
Failure, days on which the Company has been obligated to pay Liquidated Damages
in accordance with the foregoing in respect of a prior Effective Failure within
the applicable 90-day or 12-month period, as the case may be, shall not be
included.

       (c)  In the event the Company fails to file a post-effective amendment to
the Shelf Registration Statement, or the post-effective amendment is not
declared effective, within the periods required by Section 3, the Company shall
pay Liquidated Damages at a rate per annum



equal to an additional one-half of one percent (0.5%) of the Applicable Amount
from and including the date of such Registration Default until such time as such
Registration Default is cured.

       (d)  Any amounts to be paid as Liquidated Damages pursuant to paragraphs
(a), (b) or (c) of this Section 6 shall be paid semi-annually in arrears, with
the first semi-annual payment due on the first Interest Payment Date (as defined
in the Indenture), as applicable, following the date of such Registration
Default.

       (e)  The Liquidated Damages as set forth in this Section 6 shall be the
exclusive monetary remedy available to the Holders of Registrable Securities for
such Registration Default or Effective Failure. In no event shall the Company be
required to pay Liquidated Damages in excess of the applicable maximum amount of
one-half of one percent (0.5%) set forth above, regardless of whether one or
multiple Registration Defaults exist.

       7.   Miscellaneous.

       (a)  Amendments and Waivers. This Agreement, including this Section 7(a),
may be amended, and waivers or consents to departures from the provisions hereof
may be given, only by a written instrument duly executed by the Company and the
holders of a majority in aggregate Applicable Amount of Registrable Securities
then outstanding. Each Holder of Registrable Securities outstanding at the time
of any such amendment, waiver or consent or thereafter shall be bound by any
amendment, waiver or consent effected pursuant to this Section 7(a), whether or
not any notice, writing or marking indicating such amendment, waiver or consent
appears on the Registrable Securities or is delivered to such Holder.

       (b)  Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchaser and the Holders from time to time
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 and without limiting the remedies available to the
Electing Holders under Section 6 hereof, shall be entitled to compel specific
performance of the obligations of the Company 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 and other communications provided for or
permitted hereunder shall be given as provided in the SQUARZ Agreement.

       (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)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

       (f)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

       (g)  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

       (h)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

       (i)  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
Electing Holder, any director, officer or partner of such Holder, any agent or
underwriter, 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.



       Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.


                                            Very truly yours,

                                            Berkshire Hathaway Inc.


                                            By:   /s/ Marc D. Hamburg
                                                 ------------------------------
                                                 Name: Marc D. Hamburg
                                                 Title: Vice President and Chief
                                                        Financial Officer

Accepted as of the date hereof:

Goldman, Sachs & Co.


By:   /s/ Goldman Sachs & Co.
      -----------------------------
      (Goldman, Sachs & Co.)



                                                                      Appendix A

                             Berkshire Hathaway Inc.

                         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 Inc.
(the "Company") [Title of Securities] (the "Securities") are held.

       The Company is 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: [Name], Berkshire
Hathaway Inc., 1440 Kiewit Plaza, Omaha, Nebraska 68131, [telephone number].



                             Berkshire Hathaway Inc.


                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     [Date]

               Berkshire Hathaway Inc. (the "Company") 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 United States Securities Act of 1933, as
amended (the "Securities Act"), of the Registrable Securities (as defined below)
in accordance with the Registration Rights Agreement, dated as of [date] (the
"Registration Rights Agreement"), between the Company and the purchaser named
therein. A copy of the Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

               In order to have Registrable Securities included in the Shelf
Registration Statement (or a supplement or amendment thereto), this Notice of
Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company 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 Registration
Rights Agreement to mean (i) the securities issued from time to time under the
SQUARZ Agreement, dated as of [date], between the Company and The Bank of New
York (the "Agent"), as the SQUARZ agent, as amended and supplemented from time
to time in accordance with its terms, (ii) the notes issued from time to time
under the Indenture, dated as of [date], between the Company and the Agent, as
trustee, as amended and supplemented from time to time in accordance with its
terms, and (iii) the Company's Class A Common Stock and Class B Common Stock
underlying the securities described in clause (i) above; provided, however, that
a security ceases to be a Registrable Security when it is no longer a Restricted
Security.

               The term "Restricted Security" is defined in the Registration
Rights Agreement to mean Registrable Securities, except any such securities that
(i) has been effectively registered under the Securities Act and sold in a
manner contemplated by the Shelf Registration Statement, or (ii) has been
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph (k) of
such Rule 144 (or any successor provision thereto).

                                    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 Registration
Rights Agreement, including, without limitation, Section 5 of the Registration
Rights 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 Company and the Agent 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 Company and represents and warrants that such information is
accurate and complete:



                                  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 Registrable Securities:

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

     (a)  Registrable Securities (as defined in the Registration Rights
          Agreement) beneficially owned: _______________________________________

          CUSIP No(s). of such Registrable Securities: _________________________

          Number of shares of Common Stock (if any) issued upon conversion,
          repurchase or redemption of any portion of Registrable Securities:
          ______________________________________________________________________

     (b)  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: ________________________________________

          Number of shares of Common Stock (if any) issued upon conversion,
          repurchase or redemption of any portion of Registrable Securities
          which are to be included in the Shelf Registration Statement: ________

(4)       Beneficial Ownership of Other Securities of the Company:

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

          State any exceptions here:



(5)       Relationships with the Company:

          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 Company (or its 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 Registrable
          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:


               Note: In no event may such method(s) of distribution take the
form of an underwritten offering of the Registrable Securities without the prior
agreement of the Company.

               By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
prospectus delivery and other provisions of the Securities Act and 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 Company, 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 Registration Rights 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 Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.

               In accordance with the Selling Securityholder's obligation under
Section 3(a) of the Registration Rights 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 Company 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
effective. All notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing, by hand-delivery or air courier guaranteeing
overnight delivery as follows:

         (i)  To the Company:        Berkshire Hathaway Inc.
                                     1440 Kiewit Plaza
                                     Omaha, Nebraska 68131
                                     Attention: Chief Financial Officer

         (ii) With a copy to:        Munger, Tolles & Olson LLP
                                     355 South Grand Avenue
                                     35th Floor
                                     Los Angeles, California  90071
                                     Attention: R. Gregory Morgan, Esq.

               Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, 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
Company 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.



               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 COMPANY AT:

                           Berkshire Hathaway Inc.

                           1440 Kiewit Plaza

                           Omaha, Nebraska 68131

                           Attention: Chief Financial Officer



                                                                       Exhibit 1
                                                                   to Appendix A

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Attention: Chief Financial Officer

The Bank of New York
[Address of Trustee]

Attention: [Corporate Trust Services]

               Re:  Berkshire Hathaway Inc. (the "Company")
                    [Title of Securities] (the "Securities")

Dear Sirs:

               Please be advised that _____________________ has transferred
___________ Securities pursuant to an effective Registration Statement on Form
S-3 (File No. 333-____) filed by the Company.

               We hereby certify that the prospectus delivery requirements, if
any, of the Securities Act of 1933, as amended, have been satisfied with respect
to the transfer described above and that the above-named beneficial owner of the
Notes or common stock is named as a selling securityholder in the Prospectus
dated [date], or in amendments or supplements thereto, and that the Securities
transferred are listed in such Prospectus as amended or supplemented opposite
such owner's name.

Dated:

                                                Very truly yours,

                                                ________________________
                                                (Name)

                                        By:     ________________________
                                                (Authorized Signature)

EX-5.1

                                                                     Exhibit 5.1
                                                                     -----------

                   [LETTERHEAD OF MUNGER, TOLLES & OLSON LLP]


                                 August 15, 2002

Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131


     Re:  Registration Statement on Form S-3
          ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), in connection with the filing by Berkshire of a Registration
Statement on Form S-3 (the "Registration Statement"), with the Securities and
Exchange Commission, under the Securities Act of 1933, as amended, for the
registration of:

     (i)  40,000 Negative 0.75% SQUARZ (each a "SQUARZ");

     (ii) Up to 40,000 Stripped SQUARZ that may be created from the SQUARZ (each
          a "Stripped SQUARZ");

    (iii) $400,000,000 in aggregate principal amount of the 3.0% Senior Notes
          due 2007 of Berkshire (the "Notes");

     (iv) Up to 4,464 shares of the class A common stock of Berkshire, par value
          $5.00 per share, issuable upon exercise of the warrant component of
          the SQUARZ and Stripped SQUARZ (the "Class A Common Stock"); and

     (v)  Up to 133,920 shares of the class B common stock of Berkshire, par
          value $0.1667 per share, issuable upon the exercise of the warrant
          component of the SQUARZ and Stripped SQUARZ or upon conversion of
          Class A Common Stock (the "Class B Common Stock").

The SQUARZ, Stripped SQUARZ, Notes, Class A Common Stock, and Class B Common
Stock covered by the Registration Statement are sometimes referred to herein as
the "Securities."

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and such other


                                       -1-



persons and other instruments as we have deemed necessary or advisable for
purposes of this opinion, including copies of:

     (a)  the Amended and Restated SQUARZ Agreement, originally dated as of May
          28, 2002, and amended and restated as of August 13, 2002 (the "SQUARZ
          Agreement"), between Berkshire and The Bank of New York, as SQUARZ
          Agent (in such capacity, the "SQUARZ Agent");

     (b)  the Indenture, dated as of May 28, 2002 (the "Base Indenture"),
          between Berkshire and The Bank of New York, as Trustee (in such
          capacity, the "Trustee"), and the Written Consent of the Chairman of
          the Board of Directors of Berkshire, executed on May 28, 2002, fixing
          the terms of the Notes (the "Supplemental Indenture," and together
          with the Base Indenture, the "Indenture");

     (c)  the Amended and Restated Pledge Agreement, originally dated as of May
          28, 2002, and amended and restated as of August 13, 2002 (the "Pledge
          Agreement"), among Berkshire, The Bank of New York, as Collateral
          Agent, Custodial Agent, and Securities Intermediary (collectively, in
          such capacities, the "Collateral Agent"), and the SQUARZ Agent;

     (d)  the SQUARZ global certificate, identified as certificate number 1,
          dated May 28, 2002, representing 40,000 SQUARZ, issued in the name of
          Cede & Co., as nominee of the Depository Trust Company (the "SQUARZ
          Certificate");

     (e)  the certificated Note, identified as certificate number 1, dated May
          28, 2002, in the principal amount of $400,000,000, issued in the name
          of the Collateral Agent (the "Note Certificate"); and

     (f)  the resolutions adopted by the Board of Directors of Berkshire on May
          20, 2002, and the resolutions adopted by the Chairman of the Board of
          Directors of Berkshire on May 22, 2002.

In addition, we have relied as to certain matters on information obtained from
public officials, officers of Berkshire, and other sources believed by us to be
responsible.

     In connection with the opinions expressed below, we have assumed without
investigation that (a) all signatures are genuine; (b) all documents submitted
to us as originals are authentic; (c) all documents submitted to us as copies
conform to the originals thereof; (d) each natural person who is a signatory to
a document submitted to us has the legal capacity to execute such document; (e)
the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded; (f) the SQUARZ
Agreement has been duly authorized, executed, and delivered by the SQUARZ Agent
in accordance with applicable law and constitutes the legal, valid, and binding
obligation of the SQUARZ Agent; (g) the Indenture has been duly authorized,
executed, and delivered by the Trustee in accordance with applicable law and
constitutes the legal, valid, and binding obligation of the Trustee; (h) the
Pledge Agreement has been duly authorized, executed, and delivered by the
Collateral Agent and


                                       -2-



the SQUARZ Agent and constitutes the legal, valid, and binding obligation of the
Collateral Agent and the SQUARZ Agent; (i) the Indenture shall have been
qualified under the Trust Indenture Act of 1939, as amended, and such
effectiveness shall not have been terminated or rescinded; (j) the SQUARZ
Certificate and the Note Certificate have been duly authenticated by the SQUARZ
Agent and the Trustee, respectively; (k) no party to any of the SQUARZ
Agreement, the Indenture or the Pledge Agreement has been, currently is or will
be in breach of any of the provisions thereof, and no event has occurred or will
occur that, with notice or the passage of time, would constitute a breach
thereunder; and (l) the Securities outstanding as of the date hereof were
offered, issued, and sold as described in the Registration Statement, and the
Securities issued, created or sold after the date hereof will be issued, created
or sold as described in the Registration Statement.

     Based upon the foregoing, we are of the opinion that:

     1. The SQUARZ and the Notes constitute the binding obligations of
Berkshire, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and similar laws of general applicability relating
to or affecting creditors' rights and to general equitable principles.

     2. The Stripped SQUARZ, when created and duly authenticated pursuant to the
terms of the SQUARZ Agreement and the Pledge Agreement, will constitute the
binding obligations of Berkshire, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium, and similar laws of general applicability
relating to or affecting creditors' rights and to general equitable principles.

     3. The shares of Class A Common Stock and Class B Common Stock issuable
upon exercise of the warrant component of the SQUARZ and Stripped SQUARZ have
been duly authorized and, assuming that such exercise and issuance are pursuant
to, and in accordance with, the terms of the SQUARZ or Stripped SQUARZ, as the
case may be, and the SQUARZ Agreement, including, without limitation, payment of
the exercise price therefor, will be validly issued, fully paid, and
nonassessable when issued and delivered by Berkshire in connection with such
exercise.

     4. The statements set forth in the Registration Statement under the caption
"U.S. Federal Income Tax Consequences," insofar as such statements constitute a
summary of matters of law or legal conclusions and based on the assumptions and
subject to the qualifications and limitations set forth therein, are accurate
summaries in all material respects.

     The law covered by the opinions given above is limited to the laws of the
State of California, the General Corporation Law of the State of Delaware, and
the federal laws of the United States of America. We express no opinion as to
the laws of any other jurisdiction and no opinion regarding the statutes,
administrative decisions, rules, regulations or requirements of any county,
municipality, subdivision or local authority of any jurisdiction.

     With respect to the Indenture, the SQUARZ Agreement, the Pledge Agreement,
and the Securities (other than the Class A Common Stock and the Class B Common
Stock), which are stated to be governed by the laws of the State of New York, we
have assumed with


                                       -3-



your consent and without verification that such laws are the same as the laws of
the State of California with respect to the legal, valid, and binding nature of
the Indenture, the SQUARZ Agreement, the Pledge Agreement, and the Securities
(other than the Class A Common Stock and the Class B Common Stock).

     This opinion letter is furnished by us as counsel to Berkshire and may be
relied upon by you only in connection with the filing of the Registration
Statement. This opinion letter may not be used or relied upon by you for any
other purpose or by any other person, nor may copies be delivered to any other
person, without in each instance our prior written consent. You may, however,
deliver a copy of this opinion letter to your independent accountants,
attorneys, and other professional advisors and to governmental regulatory
agencies having jurisdiction over you to the extent disclosure of this opinion
letter is required by applicable law or regulation.

     This opinion letter is expressly limited to the matters set forth above,
and we render no opinion, whether by implication or otherwise, as to any other
matters. This opinion is provided to you as a legal opinion only and not as a
guaranty or warranty of the matters discussed herein.

     The opinions expressed herein are given as of the date hereof, and we
undertake no obligation to supplement this letter if any applicable laws change
after the date hereof or if we become aware of any facts that might change the
opinions expressed herein after the date hereof or for any other reason.

     We hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to our name in the Registration
Statement and the related prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.

                                       Very truly yours,

                                       /s/ MUNGER, TOLLES & OLSON LLP

                                       -4-

EX-12.1

                                                                    EXHIBIT 12.1
                             Berkshire Hathaway Inc.
      Statement Regarding Calculation of Ratio of Consolidated Earnings to
                           Consolidated Fixed Charges

                             (Dollars in millions)



                                                          Six Months Ended                   Years Ended December 31,
                                                          ----------------   -------------------------------------------------
                                                           June 30, 2002      2001      2000      1999      1998       1997
                                                          ----------------   -------   -------   -------   -------   ---------
                                                                                                   
Net earnings                                                  $ 1,961        $   795   $ 3,328   $ 1,557   $ 2,830   $   1,901
 Income tax expense                                               945            620     2,018       852     1,457         898
 Minority interest in earnings                                     31             54       241        41        27          28
 Earnings from investments in MidAmerican Energy                 (179)          (165)     (105)        -         -           -
 Fixed charges *                                                  146            307       212       187       142         141
                                                              -------        -------   -------   -------   -------   ---------
Earnings available for fixed charges                          $ 2,904        $ 1,611   $ 5,694   $ 2,637   $ 4,456   $   2,968
                                                              =======        =======   =======   =======   =======   =========
Realized investment gain, pretax, included in
 Earnings available for fixed charges                         $   187        $ 1,363   $ 3,955   $ 1,365   $ 2,415   $   1,106
                                                              =======        =======   =======   =======   =======   =========
Fixed charges *
 Interest on indebtedness (including amortization)
   of debt discount and expense)                              $    95        $   209   $   144   $   134   $   109   $     112
 Rentals representing interest                                     51             98        68        53        33          29
                                                              -------        -------   -------   -------   -------   ---------
                                                              $   146        $   307   $   212   $   187   $   142   $     141
                                                              =======        =======   =======   =======   =======   =========
Ratio of earnings to fixed charges *                            19.89x          5.25x    26.86x    14.10x    31.38x      21.05x
                                                              -------        -------   -------   -------   -------   ---------
Ratio of earnings, excluding realized investment
 gain, to fixed charges *                                       18.61x          0.81x     8.20x     6.80x    14.37x      13.21x
                                                              -------        -------   -------   -------   -------   ---------

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

* Excludes fixed charges of finance businesses. Fixed charges of finance businesses were as follows:

                                                          Six Months Ended                   Years Ended December 31,
                                                          ----------------   -------------------------------------------------
                                                           June 30, 2002      2001      2000       1999      1998       1997
                                                          ----------------   -------   -------   -------   -------   ---------
                                                                                                   
                                                              $   275        $   762   $   774   $   586   $    21   $      20

Including fixed charges of finance businesses the ratios of earnings to fixed charges were as follows:

                                                          Six Months Ended                   Years Ended December 31,
                                                          ----------------   -------------------------------------------------
                                                           June 30, 2002      2001       2000      1999     1998       1997
                                                          ----------------   -------   -------   -------   -------   ---------
                                                                                                     
     Including realized investment gain                        7.55x          2.22x     6.56x     4.17x     27.47x     18.56x
     Excluding realized investment gain                        7.11x          0.94x     2.55x     2.40x     12.65x     11.69x

EX-23.1

                                                                    Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT


                  We consent to the incorporation by reference in this
Registration Statement of Berkshire Hathaway Inc. on Form S-3 of our reports
dated March 5, 2002, appearing in the Annual Report on Form 10-K of Berkshire
Hathaway Inc. for the year ended December 31, 2001 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.


                                     /s/ DELOITTE & TOUCHE LLP


Omaha, Nebraska
August 15, 2002

EX-25.1

                                                                    EXHIBIT 25.1
================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|
                          ____________________________

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                            13-5160382
(State of incorporation                             (I.R.S. employer
if not a U.S. national bank)                        identification no.)

One Wall Street, New York, N.Y.                     10286
(Address of principal executive offices)            (Zip code)
                          ____________________________

                             BERKSHIRE HATHAWAY INC.
               (Exact name of obligor as specified in its charter)

Delaware                                            47-0813844
(State or other jurisdiction of                     (I.R.S. employer
incorporation or organization)                      identification no.)

1440 Kiewit Plaza
Omaha, Nebraska                                     68131
(Address of principal executive offices)            (Zip code)

                           3.0% Senior Notes due 2007
                       (Title of the indenture securities)
================================================================================



1.       General information.  Furnish the following information as to the
         Trustee:

         (a)     Name and address of each examining or supervising authority to
                 which it is subject.



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

                       Name                              Address
- ----------------------------------------------------------------------------------
                                                 
         Superintendent of Banks of the State of    2 Rector Street, New York, N.Y.
         New York                                   10006, and Albany, N.Y. 12203

         Federal Reserve Bank of New York           33 Liberty Plaza, New York, N.Y.
                                                    10045

         Federal Deposit Insurance Corporation      Washington, D.C.  20429

         New York Clearing House Association        New York, New York   10005


         (b)     Whether it is authorized to exercise corporate trust powers.

         Yes.

2.       Affiliations with Obligor.

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

         None.

16.      List of Exhibits.

         Exhibits identified in parentheses below, on file with the Commission,
         are incorporated herein by reference as an exhibit hereto, pursuant to
         Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
         C.F.R. 229.10(d).

         1.      A copy of the Organization Certificate of The Bank of New York
                 (formerly Irving Trust Company) as now in effect, which
                 contains the authority to commence business and a grant of
                 powers to exercise corporate trust powers. (Exhibit 1 to
                 Amendment No. 1 to Form T-1 filed with Registration Statement
                 No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                 Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                 filed with Registration Statement No. 33-29637.)

         4.      A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                 Form T-1 filed with Registration Statement No. 33-31019.)

         6.      The consent of the Trustee required by Section 321(b) of the
                 Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                 No. 33-44051.)

         7.      A copy of the latest report of condition of the Trustee
                 published pursuant to law or to the requirements of its
                 supervising or examining authority.



                                    SIGNATURE

         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 7th day of August, 2002.

                                        THE BANK OF NEW YORK

                                         By:   /S/    MARY LAGUMINA
                                              ----------------------------------
                                              Name:  MARY LAGUIMINA
                                              Title: VICE PRESIDENT



                                                                       EXHIBIT 7

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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                  Dollar Amounts
ASSETS                                                              In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin .........    $  3,765,462
   Interest-bearing balances ..................................       3,835,061
Securities:
   Held-to-maturity securities ................................       1,232,736
   Available-for-sale securities ..............................      10,522,833
Federal funds sold and Securities purchased under
   agreements to resell .......................................       1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale .............................         801,505
   Loans and leases, net of unearned
     income....................................................      46,206,726
   LESS: Allowance for loan and
     lease losses..............................................         607,115
   Loans and leases, net of unearned
     income and allowance .....................................      35,249,695
Trading Assets ................................................       8,132,696
Premises and fixed assets (including capitalized
   leases) ....................................................         898,980
Other real estate owned .......................................             911
Investments in unconsolidated subsidiaries and
   associated companies .......................................         220,609
Customers' liability to this bank on acceptances
   outstanding ................................................         574,020
Intangible assets
   Goodwill ...................................................       1,714,761
   Other intangible assets ....................................          49,213
Other assets ..................................................       5,001,308
                                                                   ------------



Total assets ................................................      $ 73,954,859
                                                                   ============
LIABILITIES
Deposits:

   In domestic offices ......................................      $ 29,175,631
   Noninterest-bearing ......................................        11,070,277
   Interest-bearing .........................................        18,105,354
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs .................................        24,596,600
   Noninterest-bearing ......................................           321,299
   Interest-bearing .........................................        24,275,301
Federal funds purchased and securities sold under
   agreements to repurchase .................................         1,922,197
Trading liabilities .........................................         1,970,040
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ................................         1,577,518
Bank's liability on acceptances executed and
   outstanding ..............................................           575,362
Subordinated notes and debentures ...........................         1,940,000
Other liabilities ...........................................         5,317,831
                                                                   -------------
Total liabilities ...........................................      $ 67,075,179
                                                                   ============
EQUITY CAPITAL
Common stock ................................................         1,135,284
Surplus .....................................................         1,055,508
Retained earnings ...........................................         4,227,287
Accumulated other comprehensive income ......................           (38,602)
Other equity capital components .............................                 0
                                                                   ------------
Total equity capital ........................................         6,379,477
                                                                   -------------
Total liabilities and equity capital ........................      $ 73,954,859
                                                                   ============

         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                           Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi       |
Gerald L. Hassell     |                     Directors
Alan R. Griffith      |


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