AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) The Management Exchange Put. At any time following the date of Amendment No. 1 to this Agreement, and provided in any such case that Berkshire is then an Eligible Purchaser, any or all of the Management Investors shall have the right to require Berkshire to purchase, upon the terms and subject to the conditions of this Agreement, any or all of the shares of Common Stock owned by such pers