SHAREHOLDERS AGREEMENT

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by and among

BERKSHIRE HATHAWAY INC.,

B ACQUISITION, INC.

and

CERTAIN SHAREHOLDERS OF

XXXXXXXX XXXXX & CO.

Dated as of November 8, 2000

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TABLE OF CONTENTS

Page

ARTICLE I
TENDER AND VOTING OF SHARES

SECTION 1.01. Tendering of Shares.............................................1
SECTION 1.02. Irrevocable Proxy...............................................1
SECTION 1.03. No Solicitation of Transactions.................................2
SECTION 1.04. Action in Shareholder Capacity Only.............................3

ARTICLE II
OPTION

SECTION 2.01. Grant of Option.................................................3
SECTION 2.02. Exercise of Option..............................................3
SECTION 2.03. Adjustments or Changes in Capitalization........................4

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

SECTION 3.01. Authorization, Etc..............................................4
SECTION 3.02. No Conflict; Required Filings and Consents......................4
SECTION 3.03. Title to Shares.................................................5
SECTION 3.04. Valid Issuance..................................................5
SECTION 3.05. No Finder's Fees................................................5
SECTION 3.06. Information for Offer Documents and Proxy Statement.............5

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

SECTION 4.01. Due Organization; Authority Relative to this Agreement..........6
SECTION 4.02. No Conflict; Required Filings and Consents......................6

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01. No Disposition or Encumbrance of Shares.........................7
SECTION 5.02. Other Action....................................................7
SECTION 5.03. Disclosure......................................................7
SECTION 5.04. Reliance........................................................7

ARTICLE VI
TERMINATION

SECTION 6.01. Termination.....................................................7

ARTICLE VII
MISCELLANEOUS

SECTION 7.01. Additional Shares...............................................8
SECTION 7.02. Expenses........................................................8
SECTION 7.03. Notices.........................................................8
SECTION 7.04. Severability....................................................9
SECTION 7.05. Assignment......................................................9
SECTION 7.06. Amendment; Waiver...............................................9
SECTION 7.07. Parties in Interest............................................10
SECTION 7.08. Specific Performance...........................................10
SECTION 7.09. Governing Law..................................................10
SECTION 7.10. Headings.......................................................10
SECTION 7.11. Counterparts...................................................10
SECTION 7.12. Entire Agreement...............................................10
SECTION 7.13. Further Assurances.............................................10
SECTION 7.14. Waiver of a Jury Trial.........................................10

SHAREHOLDERS AGREEMENT, dated as of November 8, 2000 (this
"Agreement"), among Berkshire Hathaway Inc., a Delaware corporation ("Parent"),
B Acquisition, Inc., a New Jersey corporation and a wholly owned subsidiary of
Parent ("Purchaser"), and each of the parties identified on Schedule A hereto
(each, a "Shareholder" and collectively, the "Shareholders").

WHEREAS, concurrently with the execution of this Agreement, Parent,
Purchaser and Xxxxxxxx Xxxxx & Co., a New Jersey corporation (the "Company"),
are entering into an Agreement and Plan of Merger, dated as of the date hereof
(the "Merger Agreement", which term shall not include any amendment to such
Merger Agreement that decreases the Offer Price or changes the form of
consideration payable in the Offer, unless the shareholder consents to the
inclusion of such amendment in such term; capitalized terms used and not
otherwise defined herein shall have the respective meanings assigned to them in
the Merger Agreement) pursuant to which, upon the terms and subject to the
conditions thereof, the Purchaser will be merged with and into the Company (the
"Merger");

WHEREAS, as of the date hereof, each Shareholder is the record and
beneficial owner of and has the power to vote or to direct the vote of the
number of shares of common stock, par value $3.33 1/3 per share ("Common
Stock"), of the Company, as set forth opposite such Shareholder's name on
Schedule A hereto (such shares of Common Stock and any securities into which
such shares may be converted or exchanged and any securities issued in
replacement of, or as a dividend or distribution on or otherwise in respect of,
such shares, being referred to herein as the "Shares");

WHEREAS, as a condition to entering into the Merger Agreement and
incurring the obligations set forth therein, including a cash tender offer ("the
Offer"), Parent and Purchaser have required that the Shareholders enter into
this Agreement; and

WHEREAS, in order to induce Parent and Purchaser to enter into the
Merger Agreement the Shareholders are willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree, severally and not jointly, as follows:

ARTICLE I

TENDER AND VOTING OF SHARES

SECTION 1.01. Tendering of Shares. Promptly following the commencement
of the Offer, each Shareholder hereby agrees that such Shareholder shall tender,
or cause to be tendered, in the Offer, prior to the expiration date of the
Offer, all of his, her or its respective Shares pursuant to the terms of the
Offer.

SECTION 1.02. Irrevocable Proxy. (a) From the date hereof until the
termination of this Agreement in accordance with Section 6.01 (the "Term"), each
Shareholder hereby agrees to vote, or direct to vote, such Shareholder's Shares
at every meeting of the

shareholders of the Company however called (or pursuant to any written consent,
certificate or other document relating to the Company that the law of the State
of New Jersey may permit or require): (i) in favor of the approval and adoption
of the Merger Agreement and approval of the Merger and all other transactions
contemplated by the Merger Agreement and this Agreement; (ii) against any
action, agreement, transaction (other than the Merger Agreement or the
transactions contemplated thereby) or proposal (including, without limitation,
any Acquisition Proposal or Superior Proposal) that (A) would result in a breach
of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement, (B) is reasonably likely to result in
any of the conditions to the Company's obligations under the Merger Agreement
not being fulfilled, (C) would result in any change in the directors of the
Company (except as contemplated by the Merger Agreement), (D) would result in
any change in the present capitalization of the Company or any amendment to the
Company's corporate structure or business or (E) would result in any other
action that could reasonably be expected to impede, interfere with, delay,
postpone or affect in a materially adverse manner the transactions contemplated
by this Agreement or the Merger Agreement or the likelihood of such transactions
being consummated; and (iii) in favor of any other matter necessary to the
consummation of the transactions contemplated by the Merger Agreement and
considered and voted upon by the shareholders of the Company or this Agreement.

(b) Each Shareholder hereby revokes all prior proxies or powers of
attorney with respect to any of his, her or its Shares. Each Shareholder hereby
constitutes and appoints Parent and Purchaser, or any nominee(s) designated by
Parent and Purchaser, with full power of substitution and resubstitution at any
time during the Term, as his, her or its true and lawful attorney and proxy
("Proxy"), for and in his, her or its name, place, and stead, to demand that the
Secretary of the Company call a special meeting of the shareholders of the
Company for the purpose of considering any matter referred to in Section 1.02(a)
and to vote each Share held by such Shareholder as his, her or its Proxy in
respect of any such matter, at every meeting of the shareholders of the Company
however convened, including the right to sign his, her or its name (as
shareholder) to any consent, certificate, or other document relating to the
Company that the law of the State of New Jersey might permit or require. THE
FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN
INTEREST THROUGH THE TERM.

(c) Each Shareholder hereby agrees to execute any and all documents and
instruments necessary or appropriate to effectuating the intent of this Section
1.02, including the ability for Parent and Purchaser (or their nominee(s)) to
vote the Shares directly as such Shareholder's Proxy. Each Shareholder
acknowledges receipt of a copy of the Merger Agreement and the review thereof.

SECTION 1.03. No Solicitation of Transactions. Each Shareholder
covenants and agrees that it shall not, nor shall it authorize any of its agents
or representatives to, during the Term, directly or indirectly, solicit,
initiate or knowingly encourage any inquiries relating to, or the submission of,
any Acquisition Proposal. Each Shareholder further covenants and agrees that it
shall not, nor shall it authorize any of its agents or representatives to,
during the Term, participate in any discussions or negotiations (except with
Parent or Purchaser) regarding, or furnish to any person any information with
respect to (except to Parent or Purchaser), or take any action to facilitate the
making of any proposal that constitutes, or may reasonably be expected to

lead to, an Acquisition Proposal. Upon the execution of this Agreement, each
Shareholder immediately shall cease any discussions or negotiations of such
Shareholder and his, her or its representatives or agents with any person (other
than Parent or Purchaser or their affiliates or representatives) with respect to
any of the foregoing. The Shareholder shall notify Parent and Purchaser promptly
of (w) any such proposal or offer, or any inquiry, or contact, (x) the material
terms and conditions of such proposal, offer, inquiry, or contact, (y) the
identity of the person making such proposal, and (z) any changes to such
proposal.

SECTION 1.04. Action in Shareholder Capacity Only. No Shareholder makes
any agreement or understanding herein in any capacity other than his, her or its
capacity as a Shareholder of the Company. If a Shareholder is a member of the
Board of Directors of the Company, nothing herein shall limit or affect actions
taken by such Shareholder as permitted by the Merger Agreement.

ARTICLE II

OPTION

SECTION 2.01. Grant of Option. In order to induce Parent and Purchaser
to enter into the Merger Agreement, each Shareholder hereby grants to Parent and
Purchaser an irrevocable option (the "Option") during the Term to purchase the
Shareholder's Shares at a price per Share equal in cash to $37.82 or any higher
price paid or to be paid by Parent or Purchaser pursuant to the Offer or the
Merger (the "Option Consideration"). The Option shall be exercisable pursuant to
the terms of Section 2.02 below.

SECTION 2.02. Exercise of Option. The Option (a) shall become
exercisable for all Shares subject thereto (less any such Shares which Purchaser
has accepted for payment or paid for in the Offer) on the expiration date of the
Offer (including all extensions thereof but not including any subsequent offer
period) or, if later, the date on which (i) all waiting periods under the HSR
Act or other applicable Law shall have expired or been waived and (ii) there
shall not be in effect any preliminary or final injunction or other order issued
by any Governmental Authority prohibiting the exercise of the Option pursuant to
this Agreement, if, but only if, (A) the number of Shares tendered in the Offer,
when added to the number of Shares not tendered, if any, that are subject to the
Option, will satisfy the Minimum Condition, and (B) Purchaser has accepted for
payment all Shares tendered and not withdrawn in the Offer, and (b) shall remain
exercisable for a period of 15 days after the first such date on which the
Option becomes exercisable pursuant to clause (a) of this sentence. If the
Option does not become exercisable under this Section 2.02 due to (y) the
termination or withdrawal of the Offer prior to the expiration date of the Offer
(including all extensions thereof), or (z) the failure of Purchaser to accept
for payment all shares of Common Stock tendered and not withdrawn in the Offer,
it shall be deemed to have expired. The period beginning at the time and date
the Option shall become exercisable and ending on the time and date the Option
shall terminate is referred to herein as the "Option Period". In the event that
Parent or Purchaser wishes to exercise the Option, Parent or Purchaser, prior to
the expiration thereof, shall send written notice to each Shareholder whose
Shares are subject to the Option, identifying the place for the closing of the
purchase of such Shares at least 2 business days prior to such closing.

SECTION 2.03. Adjustments or Changes in Capitalization. In the event of
any change in the capital stock of the Company by reason of a stock dividend,
split-up, merger, recapitalization, combination, exchange of shares,
extraordinary distribution or similar transaction, the type and number or amount
of shares, securities or other property subject to the Option, and the Option
Consideration payable thereof, shall be adjusted appropriately, and other proper
provision shall be made in the agreements governing such transaction, so that
Parent and Purchaser shall receive upon exercise of the Option the type and
number or amount of shares, securities or property that Parent would have
retained and/or been entitled to receive in respect of the Shares if the Option
had been exercised immediately prior to such event relating to the Company or
the record date therefor, as applicable. The provisions of this Section 2.04
shall apply in a like manner to successive stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or extraordinary
distributions or similar transactions.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF
THE SHAREHOLDERS

Each Shareholder hereby, severally and not jointly, represents and
warrants to Parent as follows:

SECTION 3.01. Authorization, Etc. Each Shareholder that is a trust is
duly organized and validly existing under the laws of the jurisdiction in which
it is formed. Each Shareholder has all requisite power, legal capacity and
authority to execute and deliver this Agreement, to appoint Parent and Purchaser
(or their nominee(s)) as such Shareholder's Proxy, and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement,
the appointment of Parent and Purchaser (or their nominee(s)) as such
Shareholder's Proxy, and the consummation of the transactions contemplated
hereby have been duly authorized by all requisite action of such Shareholder.
This Agreement has been duly and validly executed and delivered by or on behalf
of such Shareholder and, assuming its due authorization, execution and delivery
by Parent and Purchaser, constitutes a legal, valid and binding obligation of
such Shareholder, enforceable against such Shareholder in accordance with its
terms, subject to the effect of any applicable bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws, now or hereafter in effect,
affecting creditors' rights generally and subject to the effect of general
principles of equity (regardless of whether considered in a proceeding at law or
in equity). Besides such Shareholder, there is no beneficial owner of any of
his, her or its respective Shares or other beneficiary or holder of any interest
in any of his, her or its respective Shares whose consent is required for the
execution and delivery of this Agreement or for the consummation by such
Shareholder of the transactions contemplated hereby.

SECTION 3.02. No Conflict; Required Filings and Consents. (a) The
execution and delivery of this Agreement by such Shareholder do not, and the
performance of this Agreement by such Shareholder will not, (i) conflict with or
violate the trust instrument of any Shareholder that is a trust, (ii) assuming
all consents, approvals, authorizations and permits described in subsection (b)
have been obtained and all filings and obligations described in subsection (b)
have been made, conflict with or violate any Law applicable to such Shareholder

or by which any property or asset of such Shareholder is bound or affected or
(iii) if applicable, result in any breach of or constitute a default (or an
event which, with notice or lapse of time or both, would become a default)
under, or give to others any right of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or other encumbrance on any
property or asset of such Shareholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which such Shareholder is a party or by which such
Shareholder or any property or asset of such Shareholder is bound or affected,
except, with respect to clauses (ii) and (iii), for any such conflicts,
violations, breaches, defaults or other occurrences which would neither,
individually or in the aggregate, prevent nor materially delay the performance
by such Shareholder of any of its obligations pursuant to this Agreement.

(b) The execution and delivery of this Agreement by such Shareholder do
not, and the performance of this Agreement by such Shareholder will not, require
any consent, approval, authorization or permit of, or filing with, or
notification to, any Governmental Authority, except (i) for applicable
requirements, if any, of the Exchange Act or the HSR Act and (ii) where failure
to obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not, individually or in the aggregate, prevent
or delay the performance by such Shareholder of any of its obligations pursuant
to this Agreement.

SECTION 3.03. Title to Shares. Except as set forth in Schedule B, such
Shareholder is the record and beneficial owner of, and has good and marketable
title to, the Shares set forth opposite such Shareholder's name on Schedule A
hereto, free and clear of any lien, pledge, security interest, encumbrance,
mortgage, charge or other claim of third parties of any kind or nature, proxy,
voting restriction, limitation on disposition, adverse claim of ownership or use
or encumbrance of any kind, other than pursuant to this Agreement and the Merger
Agreement. Except as set forth in Schedule B, as of the date hereof, such
Shareholder does not own beneficially or of record any Common Stock besides the
Shares set forth next to his, her or its name in Schedule A.

SECTION 3.04. Valid Issuance. To such Shareholder's knowledge, the
Shares owned by such Shareholder have been validly issued and are fully paid and
nonassessable.

SECTION 3.05. No Finder's Fees. No broker, finder, banker or other
intermediary is entitled to any broker's, finder's, or other similar fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of such Shareholder.

SECTION 3.06. Information for Offer Documents and Proxy Statement. None
of the information relating to such Shareholder and his, her or its affiliates
provided by or on behalf of such Shareholder or his, her or its affiliates for
inclusion in the Schedule TO, Schedule 14D-9, Offer Documents, or Proxy
Statement will, at the respective times the Schedule TO, Schedule 14D-9, Offer
Documents, or Proxy Statement are filed with the SEC or are first published,
sent or given to shareholders of the Company, contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
PARENT AND PURCHASER

Parent and Purchaser each hereby represents and warrants to
each Shareholder as follows:

SECTION 4.01. Due Organization; Authority Relative to this Agreement.
Parent and Purchaser are corporations duly organized, validly existing and in
good standing under the laws of their respective jurisdictions of incorporation.
Parent and Purchaser have all necessary power and authority to execute and
deliver this Agreement, to perform their obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation by Parent and Purchaser of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action and no other corporate proceedings on the part of Parent or
Purchaser are necessary to authorize this Agreement or to consummate such
transactions. This Agreement has been duly and validly executed and delivered by
Parent and Purchaser and, assuming its due authorization, execution and delivery
by the Shareholders, constitutes a legal, valid and binding obligation of Parent
and Purchaser, enforceable against Parent and Purchaser in accordance with its
terms, subject to the effect of any applicable bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws, now or hereafter in effect,
affecting creditors' rights generally and subject to the effect of general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).

SECTION 4.02. No Conflict; Required Filings and Consents. (a) The
execution and delivery of this Agreement by Parent and Purchaser do not, and the
performance of this Agreement by Parent and Purchaser will not, (i) conflict
with or violate the Certificate of Incorporation or By-laws of Parent or
Purchaser, (ii) assuming that all consents, approvals, authorizations and
permits described in subsection (b)(i) have been obtained and all filings and
obligations described in subsection (b)(i) have been made, conflict with or
violate any Law applicable to Parent or Purchaser or by which any property or
asset of Parent or Purchaser is bound or affected or (iii) result in any breach
of or constitute a default (or an event which, with notice or lapse of time or
both would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or other encumbrance on any property or asset of Parent or Purchaser pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Parent or Purchaser
is a party or by which Parent or Purchaser or any property or asset of either of
them is bound or affected, except, with respect to clauses (ii) and (iii), for
any such conflicts, violations, breaches, defaults or other occurrences which
would neither, individually or in the aggregate, prevent or materially delay the
performance by Parent and Purchaser of any of their obligations pursuant to this
Agreement.

(b) The execution and delivery of this Agreement by Parent and
Purchaser do not, and the performance of this Agreement by Parent and Purchaser
will not, require any consent, approval, authorization or permit of, or filing
with, or notification to, any Governmental Authority, except (i) for applicable
requirements, if any, of the Exchange Act and the HSR Act

and (ii) where failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not, individually or in
the aggregate, prevent or materially delay the performance by Parent and
Purchaser of any of their obligations pursuant to this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. No Disposition or Encumbrance of Shares. Each
Shareholder, severally and not jointly, hereby agrees that, during the Term, he,
she or it shall not, directly or indirectly, (a) sell, assign, transfer
(including by operation of Law), pledge, encumber or otherwise dispose of any of
his, her or its Shares, (b) deposit any of such Shares into a voting trust or
enter into a voting agreement or arrangement or grant any proxy or power of
attorney (except the arrangement with, and the proxy and power of attorney
granted to, Parent, Purchaser, or their nominee(s) pursuant to this Agreement),
(c) enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect sale, assignment, transfer (including by
operation of Law) or other disposition of any Shares (except to Parent or
Purchaser), or (d) take any action that would make any representation or
warranty of such Shareholder herein untrue or incorrect in any material respect
or have the effect of preventing or disabling such Shareholder from performing
his, her or its obligations hereunder; provided, however, that the Shareholder
may transfer all or any of his, her or its Shares for estate planning purposes
to any person; provided, further, that the obligations hereunder shall attach to
such Shares upon such transfer, and the transferee shall be bound by such
obligations.

SECTION 5.02. Other Action. Each of the parties hereto shall use all
reasonable best efforts to take, or cause to be taken, all appropriate action,
and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws to consummate and make effective the transactions among the
parties hereto contemplated hereunder.

SECTION 5.03. Disclosure. Each Shareholder authorizes and agrees to
permit Parent and Purchaser to publish and disclose in the Offer Documents and
the Proxy Statement and related filings under the securities laws such
Shareholder's identity and ownership of Shares and the nature of his, her or its
commitments, arrangements and understandings under this Agreement and any other
information required by applicable Law.

SECTION 5.04. Reliance. Each Shareholder understands and hereby
acknowledges that Parent and Purchaser are entering into the Merger Agreement in
reliance upon the Shareholders' execution and delivery of this Agreement.

ARTICLE VI

TERMINATION

SECTION 6.01. Termination. This Agreement shall terminate upon the
earliest to occur of (a) the closing of the exercise of the Option or the
expiration of the Option Period, if the Option is not exercised, (b) the
termination of the Offer, (c) the termination of the Merger

Agreement and (d) the Effective Time. Nothing in this Section 6.01 shall relieve
any party of liability for any breach of this Agreement.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01. Additional Shares. In the event a Shareholder becomes the
beneficial owner of any additional Shares or other securities of the Company and
any securities into which such shares or securities may be converted or
exchanged and any securities issued in replacement of, or as a dividend or
distribution on, or otherwise in respect of, such shares or securities, then the
terms of this Agreement, including the term "Shares" as defined herein, shall
apply to such additional securities. Each Shareholder hereby agrees, during the
Term, to promptly notify Parent of the number of any new Shares received by such
Shareholder, if any, after the date hereof.

SECTION 7.02. Expenses. All costs and expenses incurred in connection
with the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.

SECTION 7.03. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by an
overnight or expedited courier service, by telecopy (provided that any notice
received by telecopy at the addressee's location on any business day after 5:00
p.m. (addressee's local time) shall be deemed to have been received at 9:00 a.m.
(addressee's local time) on the next business day), or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 7.03):

(a) If to Parent or Purchaser:

Berkshire Hathaway Inc.
0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Hamburg

with a copy to:

Xxxxxx, Xxxxxx & Xxxxx LLP
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.

(b) If to any Shareholder:

c/o Xxxxxxxx Xxxxx & Co.
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Facsimilie: (000) 000-0000
Attention: Xxxxxxx X. Xxxx

with a copy to:

Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.

SECTION 7.04. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, the application of such term or provision to other persons or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction, and
all other terms and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of this
Agreement is not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the terms of
this Agreement remain as originally contemplated to the fullest extent possible.

SECTION 7.05. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether pursuant to a merger, by operation of law or otherwise), without
prior written consent of the other parties except that Parent and Purchaser may
assign all or any of their rights and obligations hereunder to a wholly owned
subsidiary of Parent, provided that no such assignment shall relieve the
assigning party of its obligations hereunder if such assignee does not perform
such obligations. Each Shareholder agrees that this Agreement and the
obligations hereunder attach to Shareholder's Shares and shall be binding upon
any person or entity to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance of all
obligations under this Agreement, including the agreements to tender, provide a
proxy with respect to and deliver upon exercise of the Option, shares of Common
Stock of the Company in the number set forth opposite such Shareholder's name on
Schedule A hereto, which obligations may be satisfied by full and timely
performance by a permitted transferee hereunder.

SECTION 7.06. Amendment; Waiver. This Agreement may not be amended
except by an instrument in writing signed by all the parties hereto. Any party
to this Agreement may (a) extend the time for the performance of any of the
obligations or other acts of any other party, (b) waive any inaccuracies in the
representations and warranties of any other party contained herein or in any
document delivered by any other party pursuant hereto or (c) waive compliance
with any of the agreements or conditions of any other party contained herein.
Any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by the

party to be bound thereby. Any waiver of any term or condition shall not be
construed as a waiver of any subsequent breach or a subsequent waiver of the
same term or condition, or a waiver of any other term or condition, of this
Agreement. The failure of any party to assert any of his, her or its rights
hereunder shall not constitute a waiver of any of such rights.

SECTION 7.07. Parties in Interest. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

SECTION 7.08. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof, that money damages would not
be an adequate remedy and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or in
equity. Each of the parties further agrees that in any proceeding seeking
specific performance such party will waive (a) the defense of adequacy of a
remedy at law and (b) any requirement for the securing or posting of any bond.

SECTION 7.09. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State.

SECTION 7.10. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

SECTION 7.11. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

SECTION 7.12. Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof.

SECTION 7.13. Further Assurances. From time to time, at the request of
Parent, in the case of any Shareholder, or at the request of the Shareholders,
in the case of Parent and Purchaser, and without further consideration, each
party shall execute and deliver or cause to be executed and delivered such
additional documents and instruments and take all such further action as may be
reasonably necessary or desirable to consummate the transactions contemplated by
this Agreement.

SECTION 7.14. Waiver of a Jury Trial. Each of the parties hereto hereby
waives to the fullest extent permitted by applicable law any right it may have
to a trial by jury with respect to any litigation directly or indirectly arising
out of, under or in connection with this Agreement or the transactions
contemplated hereby. Each of the parties hereto certifies and acknowledges that
(a) no representative, agent or attorney of such party has been authorized by

such party to represent or, to the knowledge of such party, has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce that foregoing waiver, (b) each such party
understands and has considered the implications of this waiver, (c) each such
other party makes this waiver voluntarily, and (d) each such party has been
induced to enter into this Agreement and the Transactions, as applicable, by,
among other things, the mutual waivers and certifications in this Section 7.14.

IN WITNESS WHEREOF, Parent and Purchaser have each caused this
Agreement to be executed by its officer thereunto duly authorized and each
Shareholder has caused this Agreement to be executed, or duly executed by an
authorized signatory, as of the date first written above.

BERKSHIRE HATHAWAY INC.

By: _____________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer

B ACQUISITION, INC.

By: _____________________________
Name: Xxxxxx X. Xxxxxxx
Title: President

SHAREHOLDERS

By: _____________________________
Xxxxxxxx X. Xxxxxxx, Xx., individually and
on behalf of each of the Trusts listed on
Schedule A for which he is a Trustee

By: _____________________________
Xxxx X. Xxxxxxx, individually and
on behalf of each of the Trusts listed on
Schedule A for which he is a Trustee

By: _____________________________
Xxxxxxx X. Xxxxxxxx, Xx., individually,
on behalf of each of the Trusts listed on
Schedule A for which he is a Trustee and
as general partner of the Xxxxxxxx Enterprises
Limited Partnership

By: _____________________________
Xxxxxxxxx X. Xxxxxxxx

By: _____________________________
Xxxx Xxxxx

By: _____________________________
Xxxxxx X. Xxxxx, individually and
on behalf of each of the Trusts listed on
Schedule A for which he is a Trustee

By: _____________________________
Xxxx X. Xxxxx, Xx., individually and
on behalf of each of the Trusts listed on
Schedule A for which he is a Trustee

By: _____________________________
Xxxxxx X. Xxxxxxxx

By: _____________________________
Xxxxxxx Xxxx, individually and
on behalf of each of the Trusts listed on
Schedule A for which he is a Trustee

By: _____________________________
Xxxxxxxxx X. Xxxx

By: _____________________________
Xxxxxxx X. Xxxx, individually and
on behalf of each of the Trusts listed on
Schedule A for which he is a Trustee

By: _____________________________
Xxxx X. Xxxxxxx, individually and
on behalf of each of the Trusts listed on
Schedule A for which she is a Trustee

SCHEDULE A
----------

List of Shareholdings

Number of Shares
Name of Shareholder of Common Stock
------------------- ----------------

1. Xxxxxxxx X. Xxxxxxx, Xx. 316,817
2. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 188,185
will of Xxxxxxxx X. Xxxxxxx, Article 8A, for the benefit of Xxxxx X.
Xxxx
3. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 187,640
will of Xxxxxxxx X. Xxxxxxx, Article 8A, for the benefit of Damon.
Wack
4. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 56,770
will of Xxxxxxxx X. Xxxxxxx, Article 8A, for the benefit of Xxxxxxx
Xxxxx Xxxxxx
5. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 49,573
will of Xxxxxxxx X. Xxxxxxx, Article 8A, for the benefit of Xxxxx
Xxxxxx
6. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 202,155
will of Xxxxxxxx X. Xxxxxxx, Article 8A, for the benefit of Xxxxx X.
Xxxx
7. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 202,140
will of Xxxxxxxx X. Xxxxxxx, Article 8A, for the benefit of Xxxxxxx
X. Xxxxx
8. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 89,142
will of Xxxxxxxx X. Xxxxxxx, Article 8B, for the benefit of Xxxx X.
Xxxx
9. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 89,142
will of Xxxxxxxx X. Xxxxxxx, Article 8B, for the benefit of Xxxxx
Xxxxx
10. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 89,142
will of Xxxxxxxx X. Xxxxxxx, Article 8B, for the benefit of Xxxxx X.
Xxxx
11. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 24,000
Agreement of Xxxxx X. Xxxxxxx dated December 15, 1989 for the
benefit of Xxxxxx Xxxxx Xxxxxxx
12. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 24,000
Agreement of Xxxxx X. Xxxxxxx dated December 15, 1989 for the
benefit of L. Xxxxx Xxxxxxx
13. Xxxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxx, as Trustees under the 24,000
Agreement of Xxxxx X. Xxxxxxx dated December 15, 1989 for the
benefit of Xxxxx Xxx Xxxxxxx

Number of Shares
Name of Shareholder of Common Stock
------------------- ----------------

14. Xxxxxxxx X. Xxxxxxx, Xx., as Trustee under the Agreement of Xxxxx X. 24,000
Xxxxxxx dated December 15, 1989 for the benefit of Xxxxxx X. Xxxxxxx
15. Xxxxxxxx X. Xxxxxxx, Xx., as Trustee under the Agreement of Xxxxx X. 24,000
Xxxxxxx dated December 15, 1989 for the benefit of Xxxxxxx X. Xxxxxxx
16. Xxxx X. Xxxxxxx 522,852
17. Xxxx X. Xxxxxxx, Joint Tenant with Xxxxx X. Xxxxxxx 12,672
18. Xxxx X. Xxxxxxx, Custodian for Xxxxxxx Xxx Xxxxxxx under UGMA (New 44,961
Jersey)
19. Xxxx X. Xxxxxxx, Custodian for Xxxxxx X. Xxxxxxx under UGMA (New 44,961
Jersey)
20. Xxxx X. Xxxxxxx, as Trustee under the Agreement of Xxxxx X. Xxxxxxx 24,000
dated December 15, 1989 for the benefit of Xxxx X. Xxxxxxx
21. Xxxx X. Xxxxxxx, as Trustee under the Agreement of Xxxxx X. Xxxxxxx 24,000
dated December 15, 1989 for the benefit of Xxxxx X. Xxxxxxx
22. Xxxx X. Xxxxxxx, as Trustee under the Agreement of Xxxxx X. Xxxxxxx 24,000
dated December 15, 1989 for the benefit of Xxxxxxx Xxxxxxx Xxxxxx
23. Xxxx X. Xxxxxxx, as Trustee under the Agreement of Xxxxx X. Xxxxxxx 24,000
dated December 15, 1989 for the benefit of Xxxxxxxx X. Xxxxxxx III
24. Xxxx X. Xxxxxxx, as Trustee under the Trust Agreement dated April 2,991
17, 1990 for the benefit of Xxxxxxx Xxxx
25. Xxxx X. Xxxxxxx, as Trustee under the Trust Agreement dated April 2,991
17, 1990 for the benefit of Xxxxx Xxxx
26. Xxxx X. Xxxxxxx, as Trustee under the Trust Agreement dated April 2,220
17, 1990 for the benefit of Xxxxxxx Xxxx
27. Xxxx X. Xxxxxxx, as Trustee under the Trust Agreement dated April 2,220
17, 1990 for the benefit of Xxxxxx Xxxx
28. Xxxx X. Xxxxxxx, as Trustee under the Trust Agreement dated April 2,220
17, 1990 for the benefit of Xxxxxxxx Xxxx Xxxxxx
29. Xxxx X. Xxxxxxx, as Trustee under the Trust Agreement dated April 402
17, 1990 for the benefit of Xxxxxxxx Xxxxx Xxxxxxxx
30. Xxxx X. Xxxxxxx, as Trustee under the Trust Agreement dated April 402
17, 1990 for the benefit of Xxxxx Xxxxx Xxxxxx
31. Xxxxxxx X. Xxxxxxxx, Xx. 1,717
32. Xxxxxxx X. Xxxxxxxx, Xx., as Trustee of the Xxxxxxxx/Xxxx Family 11,916
Trust
33. Xxxxxxx X. Xxxxxxxx, Xx., as Trustee of the Xxxxxxx Xxxx Xxxxxxxx 12,528
Trust

Number of Shares
Name of Shareholder of Common Stock
------------------- ----------------

34. Xxxxxxx X. Xxxxxxxx, Xx., as general partner of the Xxxxxxxx 282,678
Enterprises Limited Partnership
35. Xxxxxxxxx X. Xxxxxxxx 1,500
36. Xxxx Xxxxx 27,720
37. Xxxxxx X. Xxxxx 71,142
38. Xxxxxx X. Xxxxx, as Trustee of the Xxxxxxx X. Xxxx Trust dated 148,248
August 11, 1987
39. Xxxx X. Xxxxx, Xx. 1,618
40. Xxxx X. Xxxxx, Xx., as Trustee under the xxxxx of Xxxxx X. Xxxxx and 1,039,824
Xxxxxxxx Xxxxx
41. Xxxxxx X. Xxxxxxxx 5,500
42. Xxxxxxx Xxxx 276,770
43. Xxxxxxx Xxxx, as Trustee under the Agreement dated August 28, 1990 24,177
made by Xxxxx X. Xxxxxx
44. Xxxxxxx Xxxx, Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxx, as Trustees under 57,600
of the will of Xxxxxxxx X. Xxxxxxx, Article Fifth
45. Xxxxxxx Xxxx, as Trustee under the will of Xxxxx X. Xxxxxxxxxx 28,578
46. Xxxxxxxxx X. Xxxx 1,500
47. Xxxxxxx X. Xxxx 16,050
48. Xxxxxxx X. Xxxx and Xxxx X. Xxxxxxx, as Trustees under the Agreement 72,000
dated September 22, 1989 with Xxxxxxxx X. Xxxxxxx, Xx.
49. Xxxx X. X'Xxxxxx 330
50. Xxxx X. Xxxxxxx 511,989
51. Xxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxxxx, Xx., as Trustees under the 24,000
Agreement of Xxxxx X. Xxxxxxx dated December 15, 1989 for the
benefit of Xxxxx Xxxxxxx Chako
52. Xxxx X. Xxxxxxx, as Trustee for the Xxxxxxx Xxxxxxx Family Trust 200

SCHEDULE B

Restrictions on Transfer

Number of
shares of
Name of Shareholder Common Stock Restriction
------------------- ------------ -----------
I. 1. Xxxxxxxx X. Xxxxxxx, Xx. 7,500 ESPP(1)
2. Xxxx Xxxxx 7,500 ESPP(1)
3. Xxxxxxx Xxxx 7,500 ESPP(1)
4. Xxxxxxx X. Xxxx 12,000 ESPP(1)

II. 1. Xxxx X. Xxxxxxx 18,000 1993 Stock Option
Plan(2)
2. Xxxx Xxxxx 6,000 1993 Stock Option
Plan(2)

III. 4,000 shares of Common Stock owned by
Xxxxxxx X. Xxxx are pledged to a commercial
bank.

IV. Xxxxxxx X. Xxxx, as Trustee under the Agreement
with Xxxxxxxx X. Xxxxxxx dated May 24, 1976, as
Trustee of the Xxxxx X. Xxxxxx Charitable Remainder
and as Trustee under the Agreement of Xxxxx X.
Xxxxxxx has beneficial ownership of 100,800 shares,
4,500 shares and 24,000 shares of common stock,
respectively, in addition to the shares of common
stock set forth opposite his name in Schedule A.

(1) Shares are held by the Company on behalf of the participants in the Employee
Stock Purchase Plan ("ESPP").

(2) Shares are held by the Company on behalf of participants in the 1993 Stock
Option Plan.

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SHAREHOLDERS AGREEMENT

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