<PAGE>

                                                                     Exhibit 4.3


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

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 4, 2002

                                      among

                          SUSQUEHANNA BANCSHARES, INC.,

                          KEEFE BRUYETTE & WOODS, INC.,

                                       AND

                          THE OTHER INITIAL PURCHASERS
                               REFERRED TO HEREIN

                            as the Initial Purchasers


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

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of November ,
2002 among Susquehanna Bancshares, Inc., a Pennsylvania corporation (the
"Company"), Keefe Bruyette & Woods, Inc. (the "Representative"), and the other
parties referred to in Annex A hereto (each, an "Initial Purchaser" and
collectively, the "Initial Purchasers").

         This Agreement is made pursuant to the Purchase Agreement, dated
November 4, 2002, by and among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $75,000,000 aggregate principal amount of the Company's 6.05%
Subordinated Notes due 2012 (the "Notes"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the Initial Purchasers' obligations thereunder, the Company has
agreed to provide to the Initial Purchasers and their respective direct and
indirect transferees and assigns the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time, and the rules and regulations of the SEC promulgated
         thereunder.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time, and the rules and regulations of the SEC
         promulgated thereunder.

                  "Additional Interest" shall have the meaning set forth in
         Section 2(e) hereof.

                  "Closing Time" shall mean November 4, 2002.

                  "Depositary" shall mean The Depository Trust Company, or any
         other depositary appointed by the Company, including any agent thereof;
         provided, however, that any such depositary must at all times have an
         address in the Borough of Manhattan, The City of New York.

                  "Event Date" shall have the meaning set forth in Section 2(e).

                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Securities for Registrable Securities pursuant to Section
         2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) covering the Registrable Securities, and all
         amendments and supplements to such

<PAGE>

         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated or deemed
         to be incorporated by reference therein.

                  "Exchange Securities" shall mean the Notes, issued by the
         Company under the Indenture containing terms identical to the Notes
         (except that (i) interest thereon shall accrue from the last date to
         which interest has been paid or duly provided for on the Securities or,
         if no such interest has been paid or duly provided for, from the
         Interest Accrual Date, (ii) provisions relating to an increase in the
         stated rate of interest thereon upon the occurrence of a Registration
         Default shall be eliminated, (iii) the transfer restrictions, minimum
         purchase requirements and legends relating to restrictions on ownership
         and transfer thereof as a result of the issuance of the Securities
         without registration under the 1933 Act shall be eliminated and (iv)
         such securities will be issuable in denominations of $1,000 and
         integral multiples of $1,000 in excess thereof) to be offered to
         Holders of Registrable Securities in exchange for Registrable
         Securities pursuant to the Exchange Offer.

                  "Holders" shall mean (i) the Initial Purchasers, for so long
         as they own any Registrable Securities, and each of their respective
         successors, assigns and direct and indirect transferees who become
         registered owners of Registrable Securities under the Indenture and
         (ii) each Participating Broker-Dealer that holds Exchange Securities
         for so long as such Participating Broker-Dealer is required to deliver
         a prospectus meeting the requirements of the 1933 Act in connection
         with any resale of such Exchange Securities.

                  "Indenture" shall mean the Indenture, dated as of November 4,
         2002, by and between the Company and U.S. Bank Trust National
         Association, as trustee, as the same may be further amended or
         supplemented from time to time in accordance with the terms thereof.

                  "Interest Accrual Date" means November 4, 2002.

                  "Initial Purchasers" shall have the meaning set forth in the
         preamble of this Agreement.

                   "Majority Holders" shall mean the Holders of a majority of
         the aggregate principal amount of Registrable Securities outstanding,
         excluding Exchange Securities referred to in clause (ii) of the
         definition of "Holders" above; provided that whenever the consent or
         approval of Holders of a specified percentage of Registrable Securities
         or Exchange Securities is required hereunder, Registrable Securities
         and Exchange Securities held by the Company or any of its affiliates
         (as such term is defined in Rule 405 under the 1933 Act) shall also be
         disregarded in determining whether such consent or approval was given
         by the Holders of such required percentage.

                  "NASD" shall mean the National Association of Securities
         Dealers, Inc.

                  "Notifying Broker-Dealer" shall have the meaning set forth in
         Section 3(f).

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 3(f).

<PAGE>

                  "Person" shall mean an individual, partnership, joint venture,
         limited liability company, corporation, trust or unincorporated
         organization, or a government or agency or political subdivision
         thereof.

                  "Private Exchange Securities" shall have the meaning set forth
         in Section 2(a) hereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Securities covered by
         a Shelf Registration Statement, and by all other amendments and
         supplements to a prospectus, including post-effective amendments, and
         in each case including all material incorporated or deemed to be
         incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble to this Agreement.

                  "Registrable Securities" shall mean the Notes; provided,
         however, that any Notes shall cease to be Registrable Securities when
         (i) a Registration Statement with respect to such Notes shall have been
         declared effective under the 1933 Act and such Notes shall have been
         disposed of pursuant to such Registration Statement, (ii) such Notes
         shall have been sold to the public pursuant to Rule 144 (or any similar
         provision then in force, but not Rule 144A) under the 1933 Act, (iii)
         such Notes shall have ceased to be outstanding, (iv) such Notes have
         been exchanged for Exchange Securities which have been registered
         pursuant to the Exchange Offer Registration Statement upon consummation
         of the Exchange Offer unless, in the case of any Exchange Securities
         referred to in this clause (iv), such Exchange Securities are held by
         Participating Broker-Dealers or otherwise are not freely tradable
         without any limitations or restrictions under the 1933 Act (in which
         case such Exchange Securities will be deemed to be Registrable
         Securities until the earlier of (A) 180 days after the completion of
         the Exchange Offer and (B) such time as such Exchange Securities are
         sold to a purchaser in whose hands such Exchange Securities are freely
         tradeable without any limitations or restrictions under the 1933 Act)
         or (v) such Notes have been exchanged for Private Exchange Securities
         under this Agreement (in which case such Private Exchange Securities
         will be deemed to be Registrable Securities until the earlier of (A)
         180 days after the completion of the Exchange Offer and (B) such time
         as such Private Exchange Securities are sold to a purchaser in whose
         hands such Private Exchange Securities are freely tradeable without any
         limitations or restrictions under the 1933 Act).

                  "Registration Default" shall have the meaning set forth in
         Section 2(e).

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         NASD registration and filing fees, (ii) all fees and expenses incurred
         in connection with compliance with state or other securities or blue
         sky laws and compliance with the rules of the NASD (including
         reasonable fees and disbursements of

<PAGE>

         counsel for any underwriters or Holders in connection with
         qualification of any of the Exchange Securities or Registrable
         Securities under state or other securities or blue sky laws and any
         filing with and review by the NASD), (iii) all expenses of any Persons
         in preparing, printing and distributing any Registration Statement, any
         Prospectus, any amendments or supplements thereto, any underwriting
         agreements, securities sales agreements, and certificates representing
         the Notes, Private Exchange Securities (if any) or Exchange Securities
         and other documents relating to the performance of and compliance with
         this Agreement, (iv) all rating agency fees, (v) all fees and expenses
         incurred in connection with the listing, if any, of any of the Notes or
         Exchange Securities on any securities exchange or exchanges or on any
         quotation system, (vi) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (vii)
         the fees and disbursements of counsel for the Company and the fees and
         expenses of independent public accountants for the Company or for any
         other Person, business or assets whose financial statements are
         included in any Registration Statement or Prospectus, including the
         expenses of any special audits or "cold comfort" letters required by or
         incident to such performance and compliance, (viii) the fees and
         expenses of a "qualified independent underwriter" as defined by Conduct
         Rule 2720 of the NASD (if required by the NASD rules) and the
         reasonable fees and disbursements of its counsel, (ix) the fees and
         expenses of the Trustee, any registrar, any depositary, any paying
         agent, any escrow agent or any custodian, in each case including
         reasonable fees and disbursements of their respective counsel, (x) the
         reasonable fees and expenses of the Initial Purchasers in connection
         with the Exchange Offer, including the reasonable fees and
         disbursements of one counsel to the Initial Purchasers in connection
         therewith, (xi) the reasonable fees and disbursements, if any, of
         special counsel representing the Holders of Registrable Securities and
         (xii) in the case of an underwritten offering, any fees and
         disbursements of the underwriters customarily paid by issuers and
         sellers of securities and the fees and expenses of any special experts
         retained by the Company in connection with any Registration Statement
         but excluding (except as otherwise provided herein) fees and
         disbursements of counsel to the underwriters and the Holders and
         underwriting discounts and commissions and transfer taxes, if any,
         relating to the sale or disposition of Registrable Securities by a
         Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company relating to any offering of the Exchange Securities or
         Registrable Securities pursuant to the provisions of this Agreement
         (including, without limitation, any Exchange Offer Registration
         Statement and any Shelf Registration Statement), and all amendments and
         supplements to any such Registration Statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         or deemed to be incorporated by reference therein.

                  "Representative" shall have the meaning set forth in the
         preamble of this Agreement.

                  "SEC" shall mean the Securities and Exchange Commission or any
         successor thereto.

<PAGE>

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Securities or Private Exchange Securities (if any), as the case may be,
         on an appropriate form under Rule 415 under the 1933 Act, or any
         similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated or deemed to be
         incorporated by reference therein.

                  "TIA" shall mean the Trust Indenture Act of 1939, as amended
         from time to time, and the rules and regulations of the SEC promulgated
         thereunder.

                  "Trustee" shall mean the trustee with respect to the Notes,
         the Private Exchange Securities (if any) and the Exchange Securities
         under the Indenture.

         For purposes of this Agreement, (i) all references in this Agreement to
any Registration Statement, Prospectus or any amendment or supplement to any of
the foregoing shall be deemed to include the copy filed with the SEC pursuant to
its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"); (ii) all
references in this Agreement to financial statements and schedules and other
information which is "contained", "included" or "stated" in any Registration
Statement or Prospectus (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other
information which is incorporated or deemed to be incorporated by reference in
such Registration Statement or Prospectus, as the case may be; (iii) all
references in this Agreement to amendments or supplements to any Registration
Statement or Prospectus shall be deemed to mean and include the filing of any
document under the 1934 Act which is incorporated or deemed to be incorporated
by reference in such Registration Statement or Prospectus, as the case may be;
(iv) all references in this Agreement to Rule 144, Rule 144A or Rule 405 under
the 1933 Act, and all references to any sections or subsections thereof or terms
defined therein, shall in each case include any successor provisions thereto;
and (v) all references in this Agreement to days (but not to business days)
shall mean calendar days.

         2. Registration Under the 1933 Act.

         (a) Exchange Offer Registration. The Company shall (A) file with the
SEC on or prior to the 90th day after the Closing Time an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Securities for a like aggregate principal amount
of Exchange Securities, (B) use its reasonable best efforts to cause such
Exchange Offer Registration Statement to be declared effective by the SEC no
later than the 180th day after the Closing Time, (C) use its reasonable best
efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to
consummate the Exchange Offer no later than 45 days after the effective date of
the Exchange Offer Registration Statement. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the

<PAGE>

objective of such Exchange Offer to enable each Holder eligible and electing to
exchange Registrable Securities for Exchange Securities (assuming that such
Holder is not an affiliate of the Company within the meaning of Rule 405 under
the 1933 Act, acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any Person to
participate in the Exchange Offer for the purpose of distributing such Exchange
Securities) to trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the 1933 Act or under the
securities or blue sky laws of the states of the United States.

         In connection with the Exchange Offer, the Company shall:

                  (i) promptly mail to each Holder a copy of the Prospectus
         forming part of the Exchange Offer Registration Statement, together
         with an appropriate letter of transmittal and related documents;

                  (ii) keep the Exchange Offer open for not less than 20
         business days (or longer, if required by applicable law) after the date
         notice thereof is mailed to the Holders and, during the Exchange Offer,
         offer to all Holders who are legally eligible to participate in the
         Exchange Offer the opportunity to exchange their Registrable Securities
         for Exchange Securities;

                  (iii) use the services of a depositary with an address in the
         Borough of Manhattan, The City of New York for the Exchange Offer;

                  (iv) permit Holders to withdraw tendered Registrable
         Securities at any time prior to the close of business, New York City
         time, on the last business day on which the Exchange Offer shall remain
         open, by sending to the institution specified in the Prospectus or the
         related letter of transmittal or related documents a facsimile
         transmission or letter setting forth the name of such Holder, the
         principal amount of Registrable Securities delivered for exchange, and
         a statement that such Holder is withdrawing its election to have such
         Notes exchanged;

                  (v) notify each Holder that any Registrable Security not
         tendered will remain outstanding and continue to accrue interest, but
         will not retain any rights under this Agreement (except in the case of
         the Initial Purchasers and Participating Broker-Dealers as provided
         herein); and

                  (vi) otherwise comply in all material respects with all
         applicable laws relating to the Exchange Offer.

         If, at or prior to the consummation of the Exchange Offer, any of the
Initial Purchasers holds any Notes acquired by it and having the status of an
unsold allotment in the initial distribution, the Company shall, upon the
request of any such Initial Purchaser, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange for such Notes a like principal amount of debt securities
of the Company that are identical (except that such debt securities shall be
subject to transfer restrictions and minimum purchase requirements, and shall
bear a legend relating to restrictions on ownership and transfer, identical to
those applicable to the Notes as a result of the issuance

<PAGE>

thereof without registration under the 1933 Act and shall provide for the
payment of Additional Interest) to the Exchange Securities (the "Private
Exchange Securities"). The Company shall use its reasonable best efforts to have
the Private Exchange Securities bear the same CUSIP number as the Exchange
Securities and, if unable to do so, the Company will, at such time as any
Private Exchange Security may be sold publicly pursuant to Rule 144(k) under the
1933 Act, permit any such Private Exchange Security to be exchanged for a like
principal amount of Exchange Securities. The Company shall not have any
liability under this Agreement solely as a result of any such Private Exchange
Securities not bearing the same CUSIP number as the Exchange Securities.

         The Exchange Securities and the Private Exchange Securities (if any)
shall be issued under the Indenture, which shall be qualified under the TIA. The
Notes shall provide that the Exchange Securities issued in respect thereof, the
Private Exchange Securities (if any) issued in respect thereof and the Notes
shall vote and consent together on all matters as a single class and shall
constitute a single series of debt securities issued under the Indenture.

         As soon as practicable after the close of the Exchange Offer, the
Company shall:

                   (i) accept for exchange all Registrable Securities duly
         tendered and not validly withdrawn pursuant to the Exchange Offer in
         accordance with the terms of the Exchange Offer Registration Statement
         and the letter of transmittal which is an exhibit thereto;

                  (ii) deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Securities so accepted for exchange by the
         Company; and

                 (iii) cause the Trustee promptly to authenticate and deliver
         Exchange Securities to each Holder of Registrable Securities so
         accepted for exchange equal in principal amount to the principal amount
         of the Registrable Securities of such Holder so accepted for exchange.

         Interest on each Exchange Security and each Private Exchange Security
(if any) will accrue from the last date on which interest was paid or duly
provided for on the Securities surrendered in exchange therefor or, if no
interest has been paid or duly provided for on such Securities, from the
Interest Accrual Date. The Exchange Offer shall not be subject to any
conditions, other than (i) that the Exchange Offer, or the making of any
exchange by a Holder, does not violate any applicable law or any applicable
interpretation of the staff of the SEC, (ii) that no action or proceeding shall
have been instituted or threatened in any court or by or before any governmental
agency with respect to the Exchange Offer which, in the Company's judgment,
would reasonably be expected to impair the ability of the Company to proceed
with the Exchange Offer, and (iii) that the Holders tender the Registrable
Securities to the Company in accordance with the Exchange Offer. Each Holder of
Registrable Securities (other than Participating Broker-Dealers) who wishes to
exchange such Registrable Securities for Exchange Securities in the Exchange
Offer will be required to represent that (i) it is not an affiliate (as defined
in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to
be received by it will be acquired in the ordinary course of business and (iii)
it has no arrangement with any Person to participate in the distribution (within
the meaning of the 1933 Act) of the

<PAGE>

Exchange Securities, and shall be required to make such other representations as
may be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or another appropriate form under
the 1933 Act available. To the extent permitted by law, the Company shall inform
the Initial Purchasers of the names and addresses of the Holders of Securities
to whom the Exchange Offer is made and, to the extent such information is
available to the Company, the names and addresses of the beneficial owners of
such Securities, and the Initial Purchasers shall have the right to contact such
Holders and beneficial owners and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.

         (b) Shelf Registration. (i) If, because of any change in law or
applicable interpretations thereof by the staff of the SEC, the Company is not
permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof,
or (ii) if for any other reason (A) the Exchange Offer Registration Statement is
not declared effective within 180 days following the Closing Time or (B) the
Exchange Offer is not consummated within 45 days after effectiveness of the
Exchange Offer Registration Statement (provided that if the Exchange Offer
Registration Statement shall be declared effective after such 180-day period or
if the Exchange Offer shall be consummated after such 45-day period, then the
Company's obligations under this clause (ii) arising from the failure of the
Exchange Offer Registration Statement to be declared effective within such
180-day period or the failure of the Exchange Offer to be consummated within
such 45-day period, respectively, shall terminate), or (iii) upon the request of
any Holder (other than an Initial Purchaser holding Notes acquired directly from
the Company) within 30 days following the consummation of the Exchange Offer who
is not eligible to participate in the Exchange Offer or who elects to
participate in the Exchange Offer but does not receive Exchange Securities which
are freely tradeable without any limitations or restrictions under the 1933 Act,
or (iv) upon the request of any of the Initial Purchasers within 90 days
following the consummation of the Exchange Offer (provided that, in the case of
this clause (iv), such Initial Purchaser shall hold Registrable Securities
(including, without limitation, Private Exchange Securities) from an initial
allotment that it acquired directly from the Company), the Company shall, at its
cost:

                  (A) as promptly as practicable, but no later than (a) the
         180th day after the Closing Time or (b) the 60th day after any such
         filing obligation arises, whichever is later, file with the SEC a Shelf
         Registration Statement relating to the offer and sale of the
         Registrable Securities by the Holders from time to time in accordance
         with the methods of distribution elected by the Majority Holders of
         such Registrable Securities and set forth in such Shelf Registration
         Statement;

                  (B) use its reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the SEC as promptly
         as practicable, but in no event later than the 225th day after the
         Closing Time (or, in the case of a request by any of the Initial
         Purchasers pursuant to clause (iv) above, within 90 days after such
         request). In the event that the Company is required to file a Shelf
         Registration Statement pursuant to clause (iii) or (iv) above, the
         Company shall file and use its reasonable best efforts to have declared
         effective by the SEC both an Exchange Offer Registration Statement
         pursuant to Section 2(a) with respect to all Registrable Securities and
         a Shelf Registration Statement (which may be a combined Registration
         Statement with the Exchange Offer Registration Statement) with respect
         to offers and sales of Registrable Securities held by such Holder or
         such Initial Purchaser, as applicable;

<PAGE>

                  (C) use its reasonable best efforts to keep the Shelf
         Registration Statement continuously effective, supplemented and amended
         as required, in order to permit the Prospectus forming part thereof to
         be usable by Holders for a period of two years after the latest date on
         which any Securities are originally issued by the Company (subject to
         extension pursuant to the last paragraph of Section 3) (or, solely in
         the case of clause (iv) above of this Section 2(b), 180 days after
         completion of the Exchange Offer) or, if earlier, when all of the
         Registrable Securities covered by such Shelf Registration Statement (i)
         have been sold pursuant to the Shelf Registration Statement in
         accordance with the intended method of distribution thereunder, (ii)
         become eligible for resale pursuant to Rule 144(k) under the 1933 Act
         or (iii) cease to be Registrable Securities; and

                  (D) notwithstanding any other provisions hereof, use its
         reasonable best efforts to ensure that (i) any Shelf Registration
         Statement and any amendment thereto and any Prospectus forming a part
         thereof and any supplements thereto comply in all material respects
         with the 1933 Act and the rules and regulations thereunder, (ii) any
         Shelf Registration Statement and any amendment or supplement 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) any Prospectus forming part of any Shelf Registration Statement
         and any amendment or supplement to such Prospectus does not 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.

         The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement without the prior
written consent of the Representative. The Company further agrees, if necessary,
to supplement or amend the Shelf Registration Statement if reasonably requested
by the Majority Holders with respect to information relating to the Holders and
otherwise as required by Section 3(b) below, to use its reasonable best efforts
to cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as practicable thereafter and to furnish to
the Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

         (c) Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders or the
Initial Purchasers for the reasonable fees and disbursements of one counsel
designated in writing by the Majority Holders (or, if a Shelf Registration
Statement is filed solely pursuant to clause (iv) of the first paragraph of
Section 2(b), designated by the Initial Purchasers) to act as counsel for the
Holders of the Registrable Securities in connection therewith. Each Holder shall
pay all fees and disbursements of its counsel other than as set forth in the
preceding sentence or in the definition of Registration Expenses and all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Securities pursuant to a
Shelf Registration Statement.

<PAGE>

         (d) Effective Registration Statement.

                  (i) The Company shall be deemed not to have used its
         reasonable best efforts to cause the Exchange Offer Registration
         Statement or any Shelf Registration Statement, as the case may be, to
         become, or to remain, effective during the requisite periods set forth
         herein if the Company voluntarily takes any action that could
         reasonably be expected to result in any such Registration Statement not
         being declared effective or remaining effective or in the Holders of
         Registrable Securities (including, under the circumstances contemplated
         by Section 3(f) hereof, Exchange Securities) covered thereby not being
         able to exchange or offer and sell such Registrable Securities during
         that period unless (A) such action is required by applicable law or (B)
         such action is taken by the Company in good faith and for valid
         business reasons (but not including avoidance of the Company's
         obligations hereunder), including the acquisition or divestiture of
         assets or a material corporate transaction or event so long as the
         Company promptly complies with the notification requirements of Section
         3(k) hereof, if applicable. Nothing in this paragraph shall prevent the
         accrual of Additional Interest on any Registrable Securities.

                  (ii) An Exchange Offer Registration Statement pursuant to
         Section 2(a) hereof or a Shelf Registration Statement pursuant to
         Section 2(b) hereof shall not be deemed to have become effective unless
         it has been declared effective by the SEC; provided, however, that if,
         after such Registration Statement has been declared effective, the
         offering of Registrable Securities pursuant to a Registration Statement
         is interfered with by any stop order, injunction or other order or
         requirement of the SEC or any other governmental agency or court, such
         Registration Statement shall be deemed not to have been effective
         during the period of such interference until the offering of
         Registrable Securities pursuant to such Registration Statement may
         legally resume.

                  (iii) During any 365 day period, the Company may, by notice as
         described in Section 3(e), suspend the availability of a Shelf
         Registration Statement (and, if the Exchange Offer Registration
         Statement is being used in connection with the resale of Exchange
         Securities by Participating Broker Dealers as contemplated by Section
         3(f), the Exchange Offer Registration Statement) and the use of the
         related Prospectus for up to 45 consecutive days each, but no more than
         an aggregate of 90 days during any 365 day period, upon the happening
         of any event or the discovery of any fact or the taking of any action
         referred to in Section 3(e)(vi), but subject to compliance by the
         Company with its obligations under the last paragraph of Section 3.

         (e) Increase in Interest Rate. In the event that:

                  (i) the Exchange Offer Registration Statement is not filed
         with the SEC on or prior to the 90th day following the Closing Time, or

                  (ii) the Exchange Offer Registration Statement is not declared
         effective by the SEC on or prior to the 180th day following the Closing
         Time, or

                  (iii) the Exchange Offer is not consummated on or prior to the
         45th day following the effective date of the Exchange Offer
         Registration Statement, or

<PAGE>

                  (iv) if required, a Shelf Registration Statement is not filed
         with the SEC on or prior to (A) the 180th day following the Closing
         Time or (B) the 60th day after the filing obligation arises, whichever
         is later, or

                  (v) if required, a Shelf Registration Statement is not
         declared effective on or prior to the 225th day following the Closing
         Time (or, if a Shelf Registration Statement is required to be filed
         upon the request of any Initial Purchaser, within 90 days after such
         request), or

                  (vi) a Shelf Registration Statement is declared effective by
         the SEC but such Shelf Registration Statement ceases to be effective or
         such Shelf Registration Statement or the Prospectus included therein
         ceases to be usable in connection with resales of Registrable
         Securities for any reason and (A) the aggregate number of days in any
         consecutive 365-day period for which the Shelf Registration Statement
         or such Prospectus shall not be effective or usable exceeds 90 days,
         (B) the Shelf Registration Statement or such Prospectus shall not be
         effective or usable for more than two periods (regardless of duration)
         in any consecutive 365-day period or (C) the Shelf Registration
         Statement or such Prospectus shall not be effective or usable for a
         period of more than 45 consecutive days, or

                  (vii) the Exchange Offer Registration Statement is declared
         effective by the SEC but, if the Exchange Offer Registration Statement
         is being used in connection with the resale of Exchange Securities as
         contemplated by Section 3(f)(B) of this Agreement, the Exchange Offer
         Registration Statement ceases to be effective or the Exchange Offer
         Registration Statement or the Prospectus included therein ceases to be
         usable in connection with resales of Exchange Securities for any reason
         during the 180-day period referred to in Section 3(f)(B) of this
         Agreement (as such period may be extended pursuant to the last
         paragraph of Section 3 of this Agreement) and (A) the aggregate number
         of days in any consecutive 365-day period for which the Exchange Offer
         Registration Statement or such Prospectus shall not be effective or
         usable exceeds 90 days, (B) the Exchange Offer Registration Statement
         or such Prospectus shall not be effective or usable for more than two
         periods (regardless of duration) in any consecutive 365-day period or
         (C) the Exchange Offer Registration Statement or the Prospectus shall
         not be effective or usable for a period of more than 30 consecutive
         days,

(each of the events referred to in clauses (i) through (vii) above being
hereinafter called a "Registration Default"), the per annum interest rate borne
by the Registrable Securities shall be increased ("Additional Interest") by
one-quarter of one percent (0.25%) per annum immediately following such 90-day
period in the case of clause (i) above, immediately following such 180-day
period in the case of clause (ii) above, immediately following such 45-day
period in the case of clause (iii) above, immediately following any such 180-day
period or 60-day period, whichever ends later, in the case of clause (iv) above,
immediately following any such 225-day period or 90-day period, whichever ends
first, in the case of clause (v) above, immediately following the 90th day in
any consecutive 365-day period, as of the first day of the third period in any
consecutive 365-day period or immediately following the 45th consecutive day,
whichever occurs first, that a Shelf Registration Statement shall not be
effective or a Shelf Registration Statement or the Prospectus included therein
shall not be usable as contemplated by

<PAGE>

clause (vi) above, or immediately following the 90th day in any consecutive
365-day period, as of the first day of the third period in any consecutive
365-day period or immediately following the 30th consecutive day, whichever
occurs first, that the Exchange Offer Registration Statement shall not be
effective or the Exchange Offer Registration Statement or the Prospectus
included therein shall not be usable as contemplated by clause (vii) above,
which rate will be increased by an additional one-quarter of one percent (0.25%)
per annum immediately following the first 90-day period that any Additional
Interest continues to accrue under any circumstances; provided that the
aggregate increase in such annual interest rate under this Section 2(e) may in
no event exceed one-half of one percent (0.50%) per annum. Upon the filing of
the Exchange Offer Registration Statement after the 90-day period described in
clause (i) above, the effectiveness of the Exchange Offer Registration Statement
after the 180-day period described in clause (ii) above, the consummation of the
Exchange Offer after the 45-day period described in clause (iii) above, the
filing of the Shelf Registration Statement after the 180-day period or 60-day
period day, as the case may be, described in clause (iv) above, the
effectiveness of a Shelf Registration Statement after the 225-day period or
90-day period, as the case may be, described in clause (v) above, the Shelf
Registration Statement once again being effective or the Shelf Registration
Statement and the Prospectus included therein becoming usable in connection with
resales of Registrable Securities, as the case may be, in the case of clause
(vi) above, or the Exchange Offer Registration Statement once again becoming
effective or the Exchange Offer Registration Statement and the Prospectus
included therein becoming usable in connection with resales of Exchange
Securities, as the case may be, in the case of clause (vii) thereof, the
interest rate borne by the Securities from the date of such filing,
effectiveness, consummation or resumption of effectiveness or useability, as the
case may be, shall be reduced to the original interest rate so long as no other
Registration Default shall have occurred and shall be continuing at such time
and the Company is otherwise in compliance with this paragraph; provided,
however, that, if after any such reduction in interest rate, one or more
Registration Defaults shall again occur, the interest rate shall again be
increased pursuant to the foregoing provisions.

         The Company shall notify the Trustee within three business days after
each and every date on which an event occurs or fails to occur in respect of
which Additional Interest is required to be paid (an "Event Date"). Additional
Interest shall be paid by depositing with the Trustee, in trust, for the benefit
of the Holders of Registrable Securities, on or before the applicable
seminannual interest payment date, immediately available funds in sums
sufficient to pay the Additional Interest then due. The Additional Interest due
shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the day following the applicable Event Date.

         Anything herein to the contrary notwithstanding, any Holder who was, at
the time the Exchange Offer was pending and consummated, eligible to exchange,
and did not validly tender, its Notes for Exchange Securities in the Exchange
Offer will not be entitled to receive any Additional Interest. For purposes of
clarity, it is hereby acknowledged and agreed that, under current
interpretations of law by the SEC, Initial Purchasers holding unsold allotments
of Notes acquired from the Company are not eligible to participate in the
Exchange Offer.

         (f) Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to

<PAGE>

comply with its obligations under Sections 2(a) through 2(d) hereof may result
in material irreparable injury to the Initial Purchasers, the Holders or the
Participating Broker-Dealers for which there is no adequate remedy at law, that
it will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers, any Holder and any
Participating Broker-Dealer may obtain such relief as may be required to
specifically enforce the Company's obligations under Sections 2(a) through 2(d)
hereof.

         3. Registration Procedures. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall:

                  (a) prepare and file with the SEC a Registration Statement or,
         if required, Registration Statements, within the time periods specified
         in Section 2, on the appropriate form under the 1933 Act, which form
         (i) shall be selected by the Company, (ii) shall, in the case of a
         Shelf Registration Statement, be available for the sale of the
         Registrable Securities by the selling Holders thereof and (iii) shall
         comply as to form in all material respects with the requirements of the
         applicable form and include or incorporate by reference all financial
         statements required by the SEC to be filed therewith, and use its
         reasonable best efforts to cause such Registration Statement to become
         effective and remain effective in accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the applicable period; cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
         comply with the provisions of the 1933 Act and the 1934 Act with
         respect to the disposition of all Notes covered by each Registration
         Statement during the applicable period in accordance with the intended
         method or methods of distribution by the selling Holders thereof;

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Securities, at least ten business days prior to
         filing, that a Shelf Registration Statement with respect to the
         Registrable Securities is being filed and advising such Holders that
         the distribution of Registrable Securities will be made in accordance
         with the method elected by the Majority Holders; (ii) furnish to each
         Holder of Registrable Securities, to counsel for the Initial
         Purchasers, to counsel for the Holders, if any, and to each underwriter
         of an underwritten offering of Registrable Securities, if any, without
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus, and any amendment or supplement thereto and such other
         documents as such Holder, counsel or underwriter may reasonably
         request, including financial statements and schedules and, if such
         Holder, counsel or underwriter so requests, all exhibits (including
         those incorporated by reference) in order to facilitate the public sale
         or other disposition of the Registrable Securities; and (iii) subject
         to the penultimate paragraph of this Section 3, the Company hereby
         consents to the use of the Prospectus, including each preliminary
         Prospectus, or any amendment or supplement thereto by each of the
         Holders and underwriters of Registrable Securities in connection with
         the offering and sale of the Registrable Securities covered by any
         Prospectus or any amendment or supplement thereto;

<PAGE>

                  (d) use its reasonable best efforts to register or qualify the
         Registrable Securities under all applicable state securities or "blue
         sky" laws of such jurisdictions as any Holder of Registrable Securities
         covered by a Registration Statement and each underwriter of an
         underwritten offering of Registrable Securities shall reasonably
         request, to cooperate with the Holders and the underwriters of any
         Registrable Securities in connection with any filings required to be
         made with the NASD, to keep each such registration or qualification
         effective during the period such Registration Statement is required to
         be effective and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in each such jurisdiction of such Registrable
         Securities owned by such Holder; provided, however, that the Company
         shall not be required to (i) qualify as a foreign corporation or as a
         dealer in securities in any jurisdiction where it would not otherwise
         be required to qualify but for this Section 3(d) or (ii) take any
         action which would subject it to general service of process or taxation
         in any such jurisdiction if it is not then so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Securities and counsel for such Holders promptly and, if
         requested by such Holder or counsel, confirm such advice in writing
         promptly (i) when a Registration Statement has become effective and
         when any post-effective amendments and supplements thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for post-effective amendments or supplements to a
         Registration Statement or Prospectus or for additional information
         after a Registration Statement has become effective, (iii) of the
         issuance by the SEC or any state securities authority of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation of any proceedings for that purpose, (iv) if between the
         effective date of a Registration Statement and the closing of any sale
         of Registrable Securities covered thereby the representations and
         warranties of the Company contained in any underwriting agreement,
         securities sales agreement or other similar agreement, if any, relating
         to such offering cease to be true and correct, (v) of the receipt by
         the Company of any notification with respect to the suspension of the
         qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose, (vi) of the suspension of use of the Prospectus as a
         result of the happening of any event or the discovery of any facts or
         the taking of any action during the period a Shelf Registration
         Statement is effective which is contemplated in Section 2(d)(i)(A) or
         2(d)(i)(B) or which makes any statement made in such Shelf Registration
         Statement or the related Prospectus untrue in any material respect or
         which constitutes an omission to state a material fact in such Shelf
         Registration Statement or Prospectus and (vii) of any determination by
         the Company that a post-effective amendment to a Registration Statement
         would be appropriate. Without limitation to any other provisions of
         this Agreement, the Company agrees that this Section 3(e) shall also be
         applicable, mutatis mutandis, with respect to the Exchange Offer
         Registration Statement and the Prospectus included therein to the
         extent that such Prospectus is being used by Participating
         Broker-Dealers as contemplated by Section 3(f);

                  (f) (A) in the case of an Exchange Offer, (i) include in the
         Exchange Offer Registration Statement (x) a "Plan of Distribution"
         section substantially in the form set forth in Annex B hereto or other
         such form as is reasonably acceptable to the

<PAGE>

         Representative covering the use of the Prospectus included in the
         Exchange Offer Registration Statement by broker-dealers who have
         exchanged their Registrable Securities for Exchange Securities for the
         resale of such Exchange Securities and (y) a statement to the effect
         that any such broker-dealers who wish to use the related Prospectus in
         connection with the resale of Exchange Securities acquired as a result
         of market-making or other trading activities will be required to notify
         the Company to that effect, together with instructions for giving such
         notice (which instructions shall include a provision for giving such
         notice by checking a box or making another appropriate notation on the
         related letter of transmittal) (each such broker-dealer who gives
         notice to the Company as aforesaid being hereinafter called a
         "Notifying Broker-Dealer"), (ii) furnish to each Notifying
         Broker-Dealer who desires to participate in the Exchange Offer, without
         charge, as many copies of each Prospectus included in the Exchange
         Offer Registration Statement, including any preliminary prospectus, and
         any amendment or supplement thereto, as such broker-dealer may
         reasonably request, (iii) include in the Exchange Offer Registration
         Statement a statement that any broker-dealer who holds Registrable
         Securities acquired for its own account as a result of market-making
         activities or other trading activities (a "Participating
         Broker-Dealer"), and who receives Exchange Securities for Registrable
         Securities pursuant to the Exchange Offer, may be a statutory
         underwriter and must deliver a prospectus meeting the requirements of
         the 1933 Act in connection with any resale of such Exchange Securities,
         (iv) subject to the penultimate paragraph of this Section 3, the
         Company hereby consents to the use of the Prospectus forming part of
         the Exchange Offer Registration Statement or any amendment or
         supplement thereto by any Notifying Broker-Dealer in connection with
         the sale or transfer of Exchange Securities, and (v) include in the
         transmittal letter or similar documentation to be executed by an
         exchange offeree in order to participate in the Exchange Offer the
         following provision:

                  "If the undersigned is not a broker-dealer, the undersigned
         represents that it is not engaged in, and does not intend to engage in,
         a distribution of Exchange Securities. If the undersigned is a
         broker-dealer that will receive Exchange Securities for its own account
         in exchange for Registrable Securities, it represents that the
         Registrable Securities to be exchanged for Exchange Securities were
         acquired by it as a result of market-making activities or other trading
         activities and acknowledges that it will deliver a prospectus meeting
         the requirements of the 1933 Act in connection with any resale of such
         Exchange Securities pursuant to the Exchange Offer; however, by so
         acknowledging and by delivering a prospectus, the undersigned will not
         be deemed to admit that it is an "underwriter" within the meaning of
         the 1933 Act;"

                  (B) to the extent any Notifying Broker-Dealer participates in
         the Exchange Offer, (i) the Company shall use its reasonable best
         efforts to maintain the effectiveness of the Exchange Offer
         Registration Statement for a period of 180 days (subject to extension
         pursuant to the last paragraph of this Section 3) following the last
         date on which exchanges are accepted pursuant to the Exchange Offer,
         and (ii) the Company will comply, insofar as relates to the Exchange
         Offer Registration Statement, the Prospectus included therein and the
         offering and sale of Exchange Securities pursuant thereto, with its
         obligations under Section 2(b)(D), the last paragraph of Section 2(b),
         Section 3(c), 3(d), 3(e), 3(i), 3(j), 3(k), 3(o) and 3(p), and the last
         two paragraphs of this Section 3 as if

<PAGE>

         all references therein to a Shelf Registration Statement, the
         Prospectus included therein and the Holders of Registrable Securities
         referred, mutatis mutandis, to the Exchange Offer Registration
         Statement, the Prospectus included therein and the applicable Notifying
         Broker-Dealers and, for purposes of this Section 3(f), all references
         in any such paragraphs or sections to the "Majority Holders" shall be
         deemed to mean, solely insofar as relates to this Section 3(f), the
         Notifying Broker-Dealers who are the Holders of the majority in
         aggregate principal amount of the Exchange Securities which are
         Registrable Securities;

                  (C) the Company shall not be required to amend or supplement
         the Prospectus contained in the Exchange Offer Registration Statement
         as would otherwise be contemplated by Section 3(b) or 3(k) hereof, or
         take any other action as a result of this Section 3(f), at any time
         after the 180th day (subject to extension pursuant to the last
         paragraph of this Section 3) after the last date on which exchanges are
         accepted pursuant to the Exchange Offer, and neither Notifying
         Broker-Dealers nor any other Person shall be authorized by the Company
         to, and shall not, deliver such Prospectus after such period in
         connection with resales contemplated by this Section 3; and

                  (D) In the case of any Exchange Offer Registration Statement,
         the Company agrees to deliver to the Initial Purchasers on behalf of
         the Participating Broker-Dealer upon the effectiveness of the Exchange
         Offer Registration Statement (i) an opinion of counsel or opinions of
         counsel reasonably satisfactory to the Initial Purchasers, (ii)
         officers' certificates substantially in the form customarily delivered
         in a public offering of debt securities and (iii) a comfort letter or
         comfort letters in customary form to the extent permitted by Statement
         on Auditing Standards No. 72 of the American Institute of Certified
         Public Accountants (or if such a comfort letter is not permitted, an
         agreed upon procedures letter in customary form) from the Company's
         independent certified public accountants (and, if necessary, any other
         independent certified public accountants of any subsidiary of the
         Company or of any business acquired by the Company for which financial
         statements are, or are required to be, included in the Registration
         Statement) at least as broad in scope and coverage as the comfort
         letter or comfort letters delivered to the Initial Purchasers in
         connection with the initial sale of the Notes to the Initial
         Purchasers;

                  (g)(i) in the case of an Exchange Offer, furnish counsel for
         the Initial Purchasers and (ii) in the case of a Shelf Registration,
         furnish counsel for the Holders of Registrable Securities and counsel
         for any underwriters of Registrable Securities copies of any request by
         the SEC or any state securities authority for amendments or supplements
         to a Registration Statement or Prospectus or for additional
         information;

                  (h) use its reasonable best effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement as
         soon as practicable and provide immediate notice to each Holder of the
         withdrawal of any such order;

                  (i) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendments thereto (without documents incorporated or deemed

<PAGE>

         to be incorporated therein by reference or exhibits thereto, unless
         requested), if such documents are not available via the SEC EDGAR
         database;

                  (j) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends; and
         cause such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) and in a form
         eligible for deposit with the Depositary and registered in such names
         as the selling Holders or the underwriters, if any, may reasonably
         request in writing at least two business days prior to the closing of
         any sale of Registrable Securities;

                  (k) in the case of a Shelf Registration, upon the occurrence
         of any event or the discovery of any facts as contemplated by Section
         3(e)(vi) hereof, use its reasonable best efforts to prepare a
         supplement or post-effective amendment to a Registration Statement or
         the related Prospectus or any document incorporated or deemed to be
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of the Registrable
         Securities, such Prospectus will not contain at the time of such
         delivery any untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in
         light of the circumstances under which they were made, not misleading.
         The Company agrees to notify each Holder to suspend use of the
         Prospectus as promptly as practicable after the occurrence of such an
         event, and each Holder hereby agrees to suspend use of the Prospectus
         until the Company has amended or supplemented the Prospectus to correct
         such misstatement or omission or, alternatively, to notify the Holders
         that no such amendment or supplement is necessary. At such time as such
         public disclosure is otherwise made or the Company determines that such
         disclosure is not necessary, in each case to correct any misstatement
         of a material fact or to include any omitted material fact, the Company
         agrees promptly to notify each Holder of such determination and to
         furnish each Holder such number of copies of the Prospectus, as amended
         or supplemented, as such Holder may reasonably request;

                  (l) obtain CUSIP numbers for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of a Registration Statement, and provide the Trustee
         with printed or word-processed certificates for the Exchange Securities
         or Registrable Securities, as the case may be, in a form eligible for
         deposit with the Depositary;

                  (m)(i) cause the Indenture to be qualified under the TIA in
         connection with the registration of the Exchange Securities or
         Registrable Securities, as the case may be, (ii) cooperate with the
         Trustee and the Holders to effect such changes, if any, to the
         Indenture as may be required for the Indenture to be so qualified in
         accordance with the terms of the TIA and (iii) execute, and use its
         best efforts to cause the Trustee to execute, all documents as may be
         required to effect such changes, if any, and all other forms and
         documents required to be filed with the SEC to enable the Indenture to
         be so qualified in a timely manner;

<PAGE>

                  (n) in the case of a Shelf Registration, the holders of a
         majority in principal amount of the Registrable Securities registered
         pursuant to such Shelf Registration Statement shall have the right to
         direct the Company to effect not more than one underwritten
         registration and, in connection with such underwritten registration,
         the Company shall enter into agreements (including underwriting
         agreements or similar agreements) and take all other customary and
         appropriate actions (including those reasonably requested by the
         holders of a majority in principal amount of the Registrable Securities
         being sold) in order to expedite or facilitate the disposition of such
         Registrable Securities and in such connection, in a manner that is
         reasonable and customary:

                           (i) make representations and warranties to the
                  Holders of such Registrable Securities and the underwriters in
                  such form, substance and scope as are customarily made by
                  issuers to underwriters in similar underwritten offerings as
                  may be reasonably requested by such Holders and the managing
                  underwriter(s);

                           (ii) obtain opinions of counsel to the Company (which
                  counsel and opinions (in form, scope and substance) shall be
                  reasonably satisfactory to the managing underwriter(s), and
                  the Holders of a majority in principal amount of the
                  Registrable Securities being sold) addressed to each selling
                  Holder and the underwriters, covering the matters customarily
                  covered in opinions requested in sales of debt securities or
                  underwritten offerings of debt securities and such other
                  matters as may be reasonably requested by such Holders and the
                  managing underwriter(s);

                           (iii) obtain "cold comfort" letters and updates
                  thereof with respect to such Shelf Registration Statement and
                  the Prospectus included therein, all amendments and
                  supplements thereto and all documents incorporated or deemed
                  to be incorporated by reference therein from the Company's
                  independent certified public accountants and from the
                  independent certified public accountants for any other Person
                  or any business or assets whose financial statements are
                  included or incorporated by reference in the Shelf
                  Registration Statement, each addressed to the underwriters,
                  and use reasonable best efforts to have such letters addressed
                  to the selling Holders of Registrable Securities, such letters
                  to be in customary form and covering matters of the type
                  customarily covered in "cold comfort" letters to underwriters
                  in connection with similar underwritten offerings and such
                  letters to be delivered at the time of the pricing of such
                  underwritten registration with an update to such letter to be
                  delivered at the time of closing of such underwritten
                  registration;

                           (iv) if an underwriting agreement or other similar
                  agreement is entered into, cause the same to set forth
                  indemnification and contributions provisions and procedures
                  substantially equivalent to the indemnification and
                  contributions provisions and procedures set forth in Section 5
                  hereof with respect to the underwriters and all other parties
                  to be indemnified pursuant to Section 5 hereof or such other
                  indemnification and contributions as shall be satisfactory to
                  the

<PAGE>

                  Company, the managing underwriter(s) and the Holders of the
                  majority in principal amount of the Registrable Securities
                  being sold; and

                           (v) deliver such other documents and certificates as
                  may be reasonably requested and as are customarily delivered
                  in similar underwritten offerings of debt securities.

         The documents referred to in Sections 3(n)(ii) and 3(n)(v) shall be
         delivered at the closing under any underwriting or similar agreement as
         and to the extent required thereunder. In the case of any such
         underwritten offering, the Company shall provide written notice to the
         Holders of all Registrable Securities of such underwritten offering at
         least 30 days prior to the filing of a prospectus supplement for such
         underwritten offering. Such notice shall (x) offer each such Holder the
         right to participate in such underwritten offering, (y) specify a date,
         which shall be no earlier than 15 days following the date of such
         notice, by which such Holder must inform the Company of its intent to
         participate in such underwritten offering and (z) include the
         instructions such Holder must follow in order to participate in such
         underwritten offering;

                  (o) in the case of a Shelf Registration, make available for
         inspection by representatives of the Holders of the Registrable
         Securities and any underwriters participating in any disposition
         pursuant to a Shelf Registration Statement and any counsel or
         accountant retained by such Holders or underwriters, all financial
         statements and other records, documents and properties of the Company
         reasonably requested by any such Persons, and cause the respective
         officers, directors, employees, and any other agents of the Company to
         supply all information reasonably requested by any such Persons in
         connection with a Shelf Registration Statement;

                  (p)(i) in the case of an Exchange Offer, a reasonable time
         prior to the filing of any Exchange Offer Registration Statement, any
         Prospectus forming a part thereof, any amendment to an Exchange Offer
         Registration Statement or amendment or supplement to such Prospectus,
         provide copies of such documents to the Initial Purchasers, and make
         such changes in any such documents prior to the filing thereof as the
         Initial Purchasers or their counsel may reasonably request; (ii) in the
         case of a Shelf Registration, a reasonable time prior to filing any
         Shelf Registration Statement, any Prospectus forming a part thereof,
         any amendment to such Shelf Registration Statement or amendment or
         supplement to such Prospectus, provide copies of such document to the
         Holders of Registrable Securities, to the Initial Purchasers, to the
         underwriter or underwriters, of an underwritten offering of Registrable
         Securities, and to counsel for any such Holders, Initial Purchasers or
         underwriters, and make such changes in any such document prior to the
         filing thereof as the Holders of Registrable Securities, the Initial
         Purchasers, any such underwriter or underwriters or any of their
         respective counsel may reasonably request; and (iii) cause the
         representatives of the Company to be available for discussion of such
         documents as shall be reasonably requested by the Holders of
         Registrable Securities, the Initial Purchasers on behalf of such
         Holders or the underwriters, and shall not at any time make any filing
         of any such document of which such Holders, the Initial Purchasers on
         behalf of such Holders, their counsel or any underwriter shall not have
         previously been advised and furnished a copy or to which such Holders,
         the Initial Purchasers on behalf of

<PAGE>

         such Holders, their counsel or any underwriter shall reasonably object
         within a reasonable time period;

                  (q) in the case of a Shelf Registration, use its reasonable
         best efforts to cause the Registrable Securities to be rated with the
         appropriate rating agencies, if so requested by the Majority Holders or
         by the underwriters of an underwritten offering, unless the Registrable
         Securities are already so rated;

                  (r) otherwise use its reasonable best efforts to comply with
         all applicable rules and regulations of the SEC and, with respect to
         each Registration Statement and each post-effective amendment, if any,
         thereto and each filing by the Company of an Annual Report on Form
         10-K, make available to its security holders, as soon as reasonably
         practicable, an earnings statement covering at least twelve months
         which shall satisfy the provisions of Section 11(a) of the 1933 Act and
         Rule 158 thereunder;

                  (s) cooperate and assist in any filings required to be made
         with the NASD and in the performance of any due diligence investigation
         by any underwriter and its counsel;

                  (t) in the case of a Shelf Registration, a reasonable time
         prior to the filing of any Registration Statement, any Prospectus, any
         amendment to a Registration Statement or amendment or supplement to a
         Prospectus or any document which is to be incorporated by reference
         into a Registration Statement or a Prospectus after the initial filing
         of a Registration Statement, provide copies of such document to the
         Initial Purchasers on behalf of such Holders; and make representatives
         of the Company as shall be reasonably requested by the Holders of
         Registrable Securities, or the Initial Purchasers on behalf of such
         Holders, available for discussion of such document; and

                  (u) in the case of a Shelf Registration, use its reasonable
         best efforts to cause all Registrable Securities to be listed on any
         securities exchange or quotation system on which similar debt
         securities issued by the Company are then listed if requested by the
         Majority Holders or by the underwriters of an underwritten offering of
         Registrable Securities, if any.

         In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing and require such Holder to agree in writing to be bound by all
provisions of this Agreement applicable to such Holder.

         In the case of a Shelf Registration Statement, each Holder agrees and,
in the event that any Participating Broker-Dealer is using the Prospectus
included in the Exchange Offer Registration Statement in connection with the
sale of Exchange Securities pursuant to Section 3(f), each such Participating
Broker-Dealer agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts of the kind described in
Section 3(e)(ii), 3(e)(iii) or 3(e)(v) through 3(e)(vii) hereof, such Holder or
Participating Broker-Dealer, as the case may be, will forthwith discontinue
disposition of Registrable Securities

<PAGE>

pursuant to a Registration Statement until receipt by such Holder or
Participating Broker-Dealer, as the case may be, of (i) the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii)
written notice from the Company that the Shelf Registration Statement or the
Exchange Offer Registration Statement, respectively, are once again effective or
that no supplement or amendment is required. If so directed by the Company, such
Holder or Participating Broker-Dealer, as the case may be, will deliver to the
Company (at the Company's expense) all copies in its possession, other than
permanent file copies then in its possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. Nothing in
this paragraph shall prevent the accrual of Additional Interest on any Notes or
Exchange Securities.

         If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to the immediately preceding paragraph, the
Company shall use its reasonable best efforts to file and have declared
effective (if an amendment) as soon as practicable thereafter an amendment or
supplement to the Shelf Registration Statement or the Exchange Offer
Registration Statement or both, as the case may be, or the Prospectus included
therein and shall extend the period during which the Shelf Registration
Statement or the Exchange Offer Registration Statement or both, as the case may
be, shall be maintained effective pursuant to this Agreement (and, if
applicable, the period during which Participating Broker-Dealers may use the
Prospectus included in the Exchange Offer Registration Statement pursuant to
Section 3(f) hereof) by the number of days during the period from and including
the date of the giving of such notice to and including the earlier of the date
when the Holders or Participating Broker-Dealers, respectively, shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions and the effective date of written notice from the Company to
the Holders or Participating Broker-Dealers, respectively, that the Shelf
Registration Statement or the Exchange Offer Registration Statement,
respectively, are once again effective or that no supplement or amendment is
required.

         4. Underwritten Registrations. In the event that the Company fails to
effect the Exchange Offer or file any Shelf Registration Statement and maintain
the effectiveness of any Shelf Registration Statement as provided herein, the
Company shall not file any Registration Statement with respect to any securities
(within the meaning of Section 2(l) of the 1933 Act) of the Company other than
Registrable Securities.

         If any of the Registrable Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Majority Holders of such Registrable Securities included in such
offering, subject to the consent of the Company, which consent shall not be
unreasonably withheld.

         No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

<PAGE>

         5. Indemnification and Contribution.

         (a) The Company agrees to indemnify and hold harmless each Initial
Purchaser, Holder, Participating Broker-Dealer, underwriter who participates in
an offering of Registrable Securities (each, an "Underwriter"), and each Person,
if any, who controls any Initial Purchaser, Holder, Participating Broker-Dealer
or Underwriter within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in any
         Registration Statement pursuant to which Exchange Securities or
         Registrable Securities were registered under the 1933 Act, including
         all documents incorporated therein by reference, or any omission or
         alleged omission therefrom of a material fact required to be stated
         therein or necessary to make the statements therein not misleading, or
         arising out of any untrue statement or alleged untrue statement of a
         material fact contained in any preliminary prospectus or Prospectus or
         any omission or alleged omission therefrom of a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that any such settlement is effected with the written consent of the
         Company; and

                  (iii) against any and all expense whatsoever, as incurred
         (including the fees and disbursements of one counsel chosen by any
         indemnified party), reasonably incurred in investigating, preparing or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with
respect to such Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) or made in
reliance upon the Statements of Eligibility and Qualification of Trustees (Form
T-1) under the 1939 Act filed as exhibits to the Registration Statement.

         (b) Each Initial Purchaser, Holder, Participating Broker-Dealer and
Underwriter severally but not jointly, agrees to indemnify and hold harmless the
Company, each director and officer of the Company, each other Initial Purchaser,
selling Holder, Participating Broker-Dealer and

<PAGE>

Underwriter, and each Person, if any, who controls the Company or any Initial
Purchaser, other selling Holder, Participating Broker-Dealer or Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in Section 5(a) hereof, as incurred, with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in any
Registration Statement pursuant to which Exchange Securities or Registrable
Securities were registered under the 1933 Act (or any amendment thereto) or any
Prospectus included therein (or any amendment or supplement thereto) in reliance
upon and in conformity with written information with respect to such Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter furnished to the
Company by such Initial Purchaser, Holder, Participating Broker-Dealer, or
Underwriter, respectively, expressly for use in the Shelf Registration Statement
(or any amendment thereto) or such Prospectus (or any amendment or supplement
thereto); provided, however, that no such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter shall be liable for any claims
hereunder in excess of the amount of net proceeds received by such Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter from the sale of
Registrable Securities pursuant to such Shelf Registration Statement.

         (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for the
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 5 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding 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) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 5 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative

<PAGE>

fault of such indemnifying party or parties on the one hand and the indemnified
party or parties on the other hand 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 parties or such indemnified party or
parties, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

         (e) The Company, the Initial Purchasers, the Holders, the Participating
Broker-Dealers and the Underwriters agree that it would not be just or equitable
if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 5 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 5, no Initial Purchaser,
Holder, Participating Broker-Dealer or Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
Registrable Securities sold by it were offered exceeds the amount of any damages
that such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission.

         No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 5, each Person, if any, who controls an
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, and each director and officer
of the Company who signed the Registration Statement and each Person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Company. The respective obligations of the Initial Purchasers, Holders,
Participating Broker-Dealers and Underwriters to contribute pursuant to this
Section 5 are several in proportion to the principal amount of Notes purchased
by them and not joint.

         The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser, Holder, Participating Broker-Dealer, Underwriter, or any
Person controlling any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter, or by or on behalf of the Company, its officers or directors or any
Person

<PAGE>

controlling the Company, (iii) acceptance of any of the Exchange Securities and
(iv) any sale of Registrable Securities or Exchange Securities pursuant to a
Shelf Registration Statement.

         6. Miscellaneous.

         (a) Rule 144 and Rule 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file all reports required to be filed by it under Section
13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it will
upon the request of any Holder or beneficial owner of Registrable Securities (i)
make publicly available such information (including, without limitation, the
information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to
be delivered, promptly following a request by any Holder or beneficial owner of
Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii)
take such further action that is reasonable in the circumstances, in each case
to the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as
such Rule may be amended from time to time, or (z) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder or
beneficial owner of Registrable Securities, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

         (b) No Inconsistent Agreements. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof,
without the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Registrable Securities.

         (c) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
departure.

         (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder or Participating Broker-Dealer (other than an Initial Purchaser),
at the most current address set forth on the records of the registrar under the
Indenture, (ii) if to an Initial Purchaser, at the most current address given by
such Initial Purchaser to the Company by means of a notice given in accordance
with the provisions of this Section 6(d), which address initially is the address
set forth in the Purchase Agreement; and (iii) if to the Company, initially at
the address set forth in the Purchase Agreement and thereafter

<PAGE>

at such other address, notice of which is given in accordance with the
provisions of this Section 6(d).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, first class, postage prepaid, if mailed;
when receipt is acknowledged, if telecopied; and on the next business day if
timely delivered to a courier guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

         (f) Third Party Beneficiary. Each Holder, Participating Broker-Dealer
and Underwriter shall be a third party beneficiary of the agreements made
hereunder between the Company, on the one hand, and the Initial Purchasers, on
the other hand, and shall have the right to enforce such agreements directly to
the extent it deems such enforcement necessary or advisable to protect its
rights or the rights of other Holders hereunder. Each Holder, by its acquisition
of Notes, shall be deemed to have agreed to the provisions of Section 5(b)
hereof.

         (g) 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.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) Restriction on Resales. If (i) the Company or any of its
subsidiaries or affiliates (as defined in Rule 144 under the 1933 Act) shall
redeem, purchase or otherwise acquire any Registrable Security or any Exchange
Security which is a "restricted security" within the meaning of Rule 144 under
the 1933 Act, the Company will deliver or cause to be delivered such Registrable
Security or Exchange Security, as the case may be, to the Trustee for
cancellation and neither the Company nor any of its subsidiaries or affiliates
will hold or resell such Registrable Security or Exchange Security or issue any
new Security or Exchange Security to replace the same.

<PAGE>

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

         (k) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first written above.

                              SUSQUEHANNA BancSHARES, Inc.


                              By: /s/ William J. Reuter
                                  --------------------------------------------
                                  Name: William J. Reuter
                                  Title: President and Chief Executive Officer

<PAGE>

This Registration Rights Agreement is confirmed and accepted as of the date
first above written by the undersigned for itself and on behalf of the other
Initial Purchasers.

KEEFE, BRUYETTE & WOODS, INC.



By:  /s/ Scott R. Anderson
     ---------------------------
     Name: Scott R. Anderson
     Title:  Managing Director

<PAGE>
                                                                         ANNEX A

                               INITIAL PURCHASERS

                          KEEFE, BRUYETTE & WOODS, INC.

                        SANDLER O'NEILL & PARTNERS, L.P.

                      LEGG MASON WOOD WALKER, INCORPORATED

                           JANNEY MONTGOMERY SCOTT LLC

                        FERRIS, BAKER WATTS, INCORPORATED

<PAGE>

                                                                         ANNEX B

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives new notes for its own account under
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer for resales of
new notes received in exchange for original notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 180 days after the expiration date of the exchange offer, we will make
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the new notes must notify us of this fact by checking
the box on the letter of transmittal requesting additional copies of these
documents.

         Notwithstanding the foregoing, we are entitled under the registration
rights agreement to suspend the use of this prospectus by broker-dealers under
specified circumstances. For example, we may suspend the use of this prospectus
if:

o    the SEC or any state securities authority requests an amendment or
     supplement to this prospectus or the related registration statement or
     additional information;

o    the SEC or any state securities authority issues any stop order suspending
     the effectiveness of the registration statement or initiates proceedings
     for that purpose;

o    we receive notification of the suspension of the qualification of the new
     notes for sale in any jurisdiction or the initiation or threatening of any
     proceeding for that purpose;

o    the suspension is required by law; or

o    an event occurs which makes any statement in this prospectus untrue in any
     material respect or which constitutes an omission to state a material fact
     in this prospectus.

         If we suspend the use of this prospectus, the 180-day period referred
to above will be extended by a number of days equal to the period of the
suspension.

         We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account under
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on those notes or a combination of those methods, at market prices
prevailing at the time of resale, at prices related to prevailing market prices
or at negotiated prices. Any resales may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from the selling broker-dealer or the purchasers of
the new notes. Any broker-dealer that resells new notes received by it for its
own account under the exchange offer and any broker or dealer that

<PAGE>

participates in a distribution of the new notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
resale of new notes and any commissions or concessions received by these persons
may be deemed to be underwriting compensation under the Securities Act. The
letter of transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker- dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

         We have agreed to pay all expenses incidental to the exchange offer
other than commissions and concessions of any broker or dealer and will
indemnify holders of the notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act.