EXHIBIT 10.3





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


                          REGISTRATION RIGHTS AGREEMENT

                                      among

                                  ONEOK, INC.,
                            an Oklahoma corporation,

                              WESTAR ENERGY, INC.,
                              a Kansas corporation

                                       and

                            WESTAR INDUSTRIES, INC.,
                              a Kansas Corporation

                           Dated as of January 9, 2003

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



<PAGE>



                                TABLE OF CONTENTS

                                                                           Page
                                                                           -----


                                    ARTICLE I

                                   DEFINITIONS

 Section 1.1.   Certain Defined Terms..........................................1
 Section 1.2.   Other Defined Terms............................................2
 Section 1.3.   General........................................................2
 Section 1.4.   Headings.......................................................3

                                   ARTICLE II

       TERMINATION OF PRIOR REGISTRATION RIGHTS AGREEMENT; EFFECTIVENESS;
                               SHELF REGISTRATION

 Section 2.1.   Termination....................................................3
 Section 2.2.   Effectiveness..................................................3
 Section 2.3.   Shelf Registration.............................................3

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

 Section 3.1.   Representations and Warranties of Parent and the
                 Shareholder...................................................4
 Section 3.2.   Representations and Warranties of the Company..................4

                                   ARTICLE IV

                         REGISTRATION RIGHTS; OFFERINGS

 Section 4.1.   "Piggy-Back" Offerings.........................................4
 Section 4.2.   Shelf Takedowns................................................5
 Section 4.3.   Intentionally Omitted..........................................8
 Section 4.5.   Registration Expenses.........................................15
 Section 4.6.   Indemnification; Contribution.................................15

                                      -i-
<PAGE>

                                                                           Page
                                                                           -----

 Section 4.7.   Underwriters..................................................19
 Section 4.8.   Exchange Act Filings; Rule 144; Rule 144A.....................19
 Section 4.9.   Agreement of the Shareholder..................................20
 Section 4.10.  Legends.......................................................20
 Section 4.11.  Treatment of Convertible Preferred Stock......................20

                                    ARTICLE V

                                  MISCELLANEOUS

 Section 5.1.   Termination...................................................21
 Section 5.2.   Recapitalizations, Exchanges, Etc. Affecting the Shares.......21
 Section 5.3.   Other Company Securities......................................21
 Section 5.4.   Amendment.....................................................21
 Section 5.5.   Notices.......................................................21
 Section 5.6.   Integration...................................................23
 Section 5.7.   Binding Effect; Benefit.......................................23
 Section 5.8.   Assignability.................................................23
 Section 5.9.   Counterparts..................................................23
 Section 5.10.  Applicable Law................................................23
 Section 5.11.  Shareholder Agreement.........................................23
 Section 5.12.  Severability..................................................23


                                      -ii-

<PAGE>





                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 9,
2003, among Westar Energy, Inc., a Kansas corporation (the "Parent"), Westar
Industries, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(together with the Parent, the "Shareholder"), and ONEOK, Inc., an Oklahoma
corporation (the "Company").


     WHEREAS, the Company and the Shareholder have entered into a Transaction
Agreement, dated as of January 9, 2003 (the "Transaction Agreement") pursuant to
which, among other things, (i) the Company has agreed to use commercially
reasonable efforts to make a public offering (the "Offering") of shares of the
common stock, par value $0.01 per share, of the Company (the "Common Stock") and
such other securities as the Company may offer, (ii) the Company will use a
portion of the proceeds of the Offering to repurchase (the "Repurchase") a
portion of the shares of the Series A Convertible Preferred Stock of the
Company, par value $0.01 per share (the "Series A Preferred Stock") held by the
Shareholder and (iii) the Company will modify the terms of the Series A
Preferred Stock by exchanging the (the "Exchange") shares of newly issued
$0.925 Series D Non-Cumulative Convertible Preferred Stock of the Company, par
value $0.01 per share (the "Series D Preferred Stock") for all the shares of
Series A Preferred Stock held by Shareholder not repurchased by the Company in
the Repurchase;

     WHEREAS, the Company and Parent are parties to a Registration Rights
Agreement (the "Prior Registration Rights Agreement"), dated as of November 26,
1997, and desire to terminate the Prior Registration Rights Agreement and
replace it in its entirety with this Agreement;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements contained herein, the
Company and the Shareholder hereby agree as follows:


                                    ARTICLE I

                                   DEFINITIONS


     Section 1.1. Certain Defined Terms. In addition to other terms defined
elsewhere in this Agreement, as used in this Agreement, the following
capitalized terms have the respective meanings set forth below:

     "Affiliate" shall mean, with respect to any person, any other person that
directly or indirectly through one or more intermediaries controls or is
controlled by or is under

<PAGE>
                                       -2-



common control with such person. For the purposes of this definition, "control"
when used with respect to any particular person, means the power to direct the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "Business Day" shall mean any day, other than a Saturday, Sunday or a day
on which banking institutions in Tulsa, Oklahoma or New York, New York are
authorized or obligated by law or executive order to close.

     "Convertible Preferred Stock" shall mean the Series D Preferred Stock.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Person" shall mean any individual, corporation, company, partnership,
joint venture, trust, group (as such term is used in Rule 13d-5 under the
Exchange Act), business association, government or political subdivision
thereof, governmental body or other entity.

     "SEC" shall mean the United States Securities and Exchange Commission or
any other United States federal agency at the time administering the Securities
Act or the Exchange Act, as applicable, whichever is the relevant statute.

     "Shareholder Agreement" shall mean the Shareholder Agreement, dated as of
the date hereof, among the Company, Parent and the Shareholder.

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

     "Shares" shall mean shares of Common Stock or Convertible Preferred Stock
now held by the Shareholder and all shares of Common Stock issued or issuable
upon conversion of the Convertible Preferred Stock now held by the Shareholder
and shares of Common Stock issued or issuable, directly or indirectly, with
respect to such shares of Common Stock by way of a stock dividend, stock split
or combination of shares.

     Section 1.2. Other Defined Terms. The following terms shall have the
meanings defined for  such terms in the section set forth
below:

        Term                                          Location
       ------                                        ----------

 Term                                                       Location
 ----                                                       --------

 Agreement..................................................Preamble
 Blackout Period..............................................4.2(b)
 Claims..........................................................4.6
 Common Stock...............................................Recitals
 Company....................................................Preamble
 Effective Period.............................................4.4(a)
 Exchange...................................................Recitals
 Inspectors...................................................4.4(a)
 Lock-up Notice..................................................4.2
 Maximum Number...............................................4.1(a)
 Offering...................................................Recitals
 Parent.....................................................Preamble
 Piggy-Back Request...........................................4.1(a)
 Piggy-Back Shares............................................4.1(a)
 Pre-emptive Notice..............................................4.2
 Prior Registration Rights Agreement........................Recitals
 Records......................................................4.4(a)
 Registered Shares............................................4.4(a)
 Registration....................................................2.3
 Registration Expenses...........................................4.5
 Repurchase.................................................Recitals
 Securities Act..............................................4.10(a)
 Series A Preferred Stock...................................Recitals
 Series D Preferred Stock...................................Recitals
 Shareholder................................................Preamble
 Shelf Registration Statement....................................2.3
 Shelf Takedown..................................................4.2
 Standoff Period.................................................4.2
 Subject Offering.............................................4.1(a)
 Transaction Agreement......................................Recitals


     Section 1.3. General. Unless the context otherwise requires, references in
this Agreement to any "section" or "article" shall mean a section or article of
this Agreement, as the case may be, and the terms "hereof," "hereunder" and
"hereto" and words of similar

<PAGE>
                                       -3-



meaning shall mean this Agreement in its entirety and not any particular
provisions of this Agreement. Unless the context otherwise requires, the terms
defined herein include the singular as well as the plural.

     Unless the context otherwise requires, each reference herein to the
Securities Act, the Exchange Act or Rule 144 under the Securities Act (or any
other rule, regulation or form promulgated under either such statute) shall be
deemed to mean, as of any time, such statute, rule, regulation or form as then
in effect, after all amendments thereto, or, if not then in effect, any
successor statute, rule, regulation or form as then in effect, after all
amendments thereto.

     Section 1.4. Headings. The descriptive headings of the several sections and
paragraphs of this Agreement are inserted for convenience only, do not
constitute a part of this Agreement and shall not affect in any way the meaning
or interpretation of this Agreement.


                                   ARTICLE II

       TERMINATION OF PRIOR REGISTRATION RIGHTS AGREEMENT; EFFECTIVENESS;
                               SHELF REGISTRATION


     Section 2.1. Termination. The Company and Parent agree that, effective
immediately upon the consummation of the Repurchase and the Exchange, the Prior
Registration Rights Agreement is hereby terminated and is of no further force
and effect

     Section 2.2. Effectiveness. This Agreement shall become effective
immediately upon the consummation of the Repurchase and the Exchange and shall
remain in effect until terminated in accordance with Section 5.1.

     Section 2.3. Shelf Registration. Within sixty (60) days after the
consummation of the Repurchase and the Exchange, the Company shall file a
registration statement on Form S-3 (the "Shelf Registration Statement")
providing for the registration (the "Registration") of the sale of the Shares
and shall use commercially reasonable efforts to have the Shelf Registration
Statement declared effective under the Securities Act as promptly as practicable
after filing and shall use commercially reasonable efforts to maintain the
effectiveness of the Shelf Registration Statement.

<PAGE>
                                      -4-



                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES


     Section 3.1. Representations and Warranties of Parent and the Shareholder.
Each of Parent and the Shareholder hereby represents and warrants to the Company
(i) that it has been duly organized and is an existing corporation in good
standing as a corporation under the laws of its state of incorporation, (ii)
that it has all requisite corporate power and authority and has received all
requisite approvals (including any necessary approval of its Board of Directors)
to complete the transactions contemplated hereby and (iii) that this Agreement
has been duly authorized, executed and delivered by Parent and the Shareholder
and, assuming due authorization and valid execution and delivery by the Company,
constitutes a valid and binding agreement of Parent and the Shareholder
enforceable against Parent and the Shareholder in accordance with its terms.

     Section 3.2. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Shareholder (i) that it has been duly
organized and is an existing corporation in good standing under the laws of the
State of Oklahoma, (ii) that it has all requisite corporate power and authority,
and has received all requisite approvals (including any necessary approval of
its Board of Directors) to complete the transactions contemplated hereby and
(iii) this Agreement has been duly authorized, executed and delivered by the
Company and, assuming due authorization and valid execution and delivery by
Parent and the Shareholder, constitutes a valid and binding agreement
enforceable against the Company in accordance with its terms.


                                   ARTICLE IV

                         REGISTRATION RIGHTS; OFFERINGS


     Section 4.1. "Piggy-Back" Offerings. If, at any time following the
consummation of the Repurchase and the Exchange, the Company proposes to make an
underwritten offering of Common Stock (a "Subject Offering") the Company shall
give prompt written notice to the Shareholder of its intention to do so. Such
notice shall include an estimate of the aggregate offering price of the total
shares of Common Stock proposed to be offered. Upon the written direction of the
Shareholder (a "Piggy-Back Request"), given within fifteen (15) business days
following the receipt by the Shareholder of any such written notice, the Company
shall include in such Subject Offering, subject to the provisions of this

<PAGE>
                                      -5-



Section 4.1, such numbers of shares of Common Stock as shall be set forth in
such Piggy-Back Request (the "Piggy-Back Shares").

     (a) In the event that the Company proposes to make a Subject Offering and a
nationally recognized independent investment banking firm selected by the
Company to act as managing underwriter thereof reasonably and in good faith
shall have advised the Company or the Shareholder in writing that, in its
opinion, the inclusion in the Subject Offering of some or all of the Piggy-Back
Shares sought to be sold by the Shareholder creates a substantial risk that the
price per share of Common Stock that the Company will derive from such sale will
be materially and adversely affected or that the number of shares of Common
Stock sought to be sold (including any shares of Common Stock sought to be sold
at the request of the Company and those sought to be sold by the Shareholder) is
a greater number than can reasonably be sold, the Company shall include in such
Subject Offering such number of shares of Common Stock as the Company, and the
Shareholder are so advised can be sold in such offering without such an effect
(the "Maximum Number") as follows and in the following order of priority: (A)
first, such number of shares of Common Stock as the Company intended to be sold
by the Company and (B) second, if and to the extent that the number of shares of
Common Stock to be sold under clause (A) is less than the Maximum Number, such
number of shares of Common Stock as the Shareholder shall have intended to sell
which, when added to the number of shares of Common Stock to be sold under
clause (A), is less than or equal to the Maximum Number.

     (b) Notwithstanding any request under this Section 4.1, the Shareholder may
elect in writing to withdraw its request for inclusion of its Piggy-Back Shares
in any offering; provided, however, that (i) such request must be made in
writing prior to the public announcement of such offering and (ii) such
withdrawal shall be irrevocable and, after making such withdrawal, the
Shareholder shall no longer have any right to include Piggy-Back Shares in the
offering as to which such withdrawal was made.

     (c) If, as a result of the proration provisions of this Section 4.1, the
Shareholder shall not be entitled to include all Piggy-Back Shares in an
offering that the Shareholder has requested to be included, the Shareholder may
elect to withdraw his request to include Piggy-Back Shares in such offering or
may reduce the number requested to be included, provided that the same
limitations in subsection (c) shall apply.

     Section 4.2. Shelf Takedowns. Each of the Company and the Shareholder agree
that, in the event that the Company or the Shareholder intends to effect an
underwritten offering of the Common Stock or Convertible Preferred Stock
registered on a shelf registration statement pursuant to Rule 415 under the
Securities Act (a "Shelf Takedown"), then it shall give the other party at least
five (5), but not more than thirty (30) Business Days written notice prior to
filing the prospectus supplement with respect to such Shelf Takedown

<PAGE>
                                      -6-



(a "Lock-up Notice"). In the event that the Company receives a Lock-up Notice
from the Shareholder, the Company may, within five (5) Business Days of receipt
of a Lock-up Notice, give the Shareholder written notice (a "Pre-emptive
Notice") that the Company will use commercially reasonable efforts to promptly
effect a Shelf Takedown. The Company shall have thirty (30) Business Days from
the date of the Pre-emptive Notice in which to effect a Shelf Takedown (the
"Standoff Period"). If the Company does not effect a Shelf Takedown within the
Standoff Period, the Shareholder may effect a Shelf Takedown within fifteen (15)
Business Days thereafter. If (A) the Company delivers a Lock-up Notice or the
Company delivers a Pre-emptive Notice, in each case to the Shareholder, and
effects a Shelf Takedown within the time period specified in that notice, or (B)
the Shareholder delivers a Lock-up Notice and the Shareholder effects a Shelf
Takedown as specified in the Lock-up Notice, then, the Shareholder, in the event
of the circumstances described in clause (A), shall not, during the period
beginning on the date of the Lock-up Notice or Pre-emptive Notice, as the case
may be, and ending up to ninety (90) days after the date of the prospectus
supplement with respect to the Shelf Takedown, or such shorter period as may be
agreed to by the parties, or the Company, in the event of the circumstances
described in clause (B), shall not, during the period beginning on the date of
the Lock-up Notice and ending up to ninety (90) days after the date of the
prospectus supplement with respect to the Shelf Takedown, or such shorter period
as may be agreed to by the parties, (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable for Common Stock or (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Common Stock, whether any
such transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (A) the issuance by the Company of shares
of Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date of the prospectus supplement or otherwise
pursuant to the Company's then existing employee or director benefit plans, (B)
the granting of any rights to acquire shares of Common Stock pursuant to the
Company's then existing employee benefit plans, (C) the filing and effectiveness
of the Shelf Registration Statement or (D) sales of Piggy-Back Shares by the
Shareholder pursuant to the exercise of rights granted by Section 4.1(a). The
Company may not deliver more than one (1) Pre-emptive Notice in any 12-month
period.

     (a) Anything in this Agreement to the contrary notwithstanding, the Company
shall be entitled to postpone and delay, for a reasonable period of time, not to
exceed ninety (90) days in the case of clauses (i) and (ii) below, or thirty
(30) days in the case of clause (iii) below (each, a "Blackout Period"), any
Shelf Takedown proposed by the Shareholder if the Company shall determine that
any such Shelf Takedown would (i) in the good

<PAGE>
                                      -7-



faith judgment of the Board of Directors of the Company, unreasonably impede,
delay or otherwise interfere with any pending or contemplated financing (other
than a Shelf Takedown), acquisition, corporate reorganization or other similar
transaction involving the Company, (ii) based upon advice from the Company's
investment banker or financial advisor, adversely affect any pending or
contemplated offering or sale of any class of securities by the Company (other
than Common Stock pursuant to a Shelf Takedown) or (iii) in good faith judgment
of the Board of Directors of the Company require disclosure of material
non-public information (other than information relating to an event described in
clause (i) or (ii) of this subsection (b)) which, if disclosed at such time,
would be materially harmful to the interests of the Company and its
stockholders; provided, however, that in the case of a Blackout Period pursuant
to clause (i) or (ii) above, the Blackout Period shall earlier terminate upon
the completion or abandonment of the relevant securities offering or sale,
financing, acquisition, corporate reorganization or other similar transaction;
and provided, further, that in the case of a Blackout Period pursuant to clause
(iii) above, the Company shall give written notice of its determination to
postpone or delay any Shelf Takedown and the Blackout Period shall earlier
terminate upon public disclosure by the Company or public admission by the
Company of such material non-public information or such time as such material
non-public information shall be publicly disclosed without breach of the last
sentence of this subsection (b); and provided, further, that in the case of a
Blackout Period pursuant to clause (i), (ii) or (iii) above, the Company shall
furnish to the Shareholder a certificate of an executive officer of the Company
to the effect that an event permitting a Blackout Period has occurred.
Notwithstanding anything herein to the contrary, the Company shall not exercise
pursuant to clause (i) or (ii) of the preceding sentence the right to postpone
or delay a Shelf Takedown more than twice in any twelve (12) month period. Upon
notice by the Company to the Shareholder of any such determination, the
Shareholder covenants that it shall keep the fact of any such notice strictly
confidential, and, in the case of a Blackout Period pursuant to clause (iii)
above or Section 4.2(c) below, promptly halt any offer, sale, trading or
transfer by it or any of its Affiliates of any Common Stock for the duration of
the Blackout Period set forth in such notice (or until such Blackout Period
shall be earlier terminated in writing by the Company) and promptly halt any
use, publication, dissemination or distribution of any prospectus supplement
with respect to such Shelf Takedown, and any amendment or supplement thereto by
it and any of its Affiliates for the duration of the Blackout Period set forth
in such notice (or until such Blackout Period shall be earlier terminated in
writing by the Company) and, if so directed by the Company, will deliver to the
Company any copies then in such Shareholder's possession of such prospectus
supplement.

     (b) Anything in this Agreement to the contrary notwithstanding, in case the
Shareholder has initiated, but not priced, a Shelf Takedown, if a transaction of
the type specified in Section 4.2(b)(i) has not resulted from actions taken by
the Company, the Company


<PAGE>
                                      -8-



may cause such Shelf Takedown to be postponed for a reasonable period of time,
not to exceed the Blackout Period applicable to Section 4.2(b)(i).

     (c) The Shareholder may not effect more than two (2) Shelf Takedowns in any
twelve (12) month period and may not effect a Shelf Takedown at any time after
the Company has delivered notice of the redemption of the Convertible Preferred
Stock to the Shareholder other than a Shelf Takedown that was initiated prior to
delivery of such notice of redemption and delayed as a result of subsection (a),
(b) or (c) of this Section 4.2.

     Section 4.3. Intentionally Omitted.

     Section 4.4. Registration Procedures. In connection with the Shelf
Registration Statement and in accordance with the intended method or methods of
distribution of the Shares as described in such registration statement, the
Company shall, as soon as reasonably practicable (and, in any event, subject to
the terms of this Agreement, at or before the time required by applicable laws
and regulations):

     (i) Prepare and file with the SEC a registration statement on an
appropriate registration form of the SEC, with respect to such Shares, which
form shall be selected by the Company with the Shareholder's reasonable consent,
and use commercially reasonable efforts to cause such registration statement to
become and remain effective promptly; provided that before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
will furnish to one counsel selected by the Shareholder, and the sales or
placement agent or agents, if any, for the Shares and the managing underwriter
or underwriters, if any, draft copies of all such documents proposed to be filed
at least seven (7) days prior to such filing, which documents will be subject to
the reasonable review of the Shareholder, the sales or placement agent or
agents, if any, for the Shares and the managing underwriter or underwriters, if
any, and their respective agents and representatives and (x) the Company will
not include in any registration statement information concerning or relating to
the Shareholder to which the Shareholder shall reasonably object in writing
(unless the inclusion of such information is required by applicable law or the
regulations of any securities exchange to which the Company may be subject) and
(y) the Company will not file any Shelf Registration Statement or amendment
thereto or any prospectus or any supplement thereto to which the Shareholder may
reasonably object in writing;

     (ii) Furnish without charge to the Shareholder, the sales or placement
agent or agents, if any, and the managing underwriter or underwriters, if any,
such number of copies of such registration statement and of each amendment and
supplement thereto (in each case including all exhibits), such number of copies
of the summary, preliminary, final, amended or supplemented prospectuses
included in such registration

<PAGE>
                                      -9-



statement in conformity with the requirements of the Securities Act and any
regulations promulgated thereunder and (upon the reasonable request by the
Shareholder) any documents incorporated therein by reference and such other
documents as the Shareholder may reasonably request in order to facilitate the
public sale or other disposition of such Shares (the Company hereby consenting
to the use in accordance with all applicable law of the prospectus or any
amendment or supplement thereto by the Shareholder in connection with the
offering and sale of the Shares covered by the prospectus or any amendment or
supplement thereto);

     (iii) Use commercially reasonable efforts to keep such registration
statement effective for the term of this Agreement (the "Effective Period");
prepare and file with the SEC such amendments, post-effective amendments and
supplements to the registration statement and the prospectus as may be necessary
to maintain the effectiveness of the registration for the Effective Period and
to cause the prospectus (and any amendments or supplements thereto) to be filed
pursuant to Rules 424 and 430A under the Securities Act and/or any successor
rules that may be adopted by the SEC, as such rules may be amended from time to
time; and comply with the provisions of the Securities Act with respect to the
disposition of all Shares covered by such registration statement during the
applicable period in accordance with the intended method or methods of
distribution thereof, as specified in writing by the Shareholder;

     (iv) Except during any Blackout Period, make available for inspection by
the Shareholder or by any underwriter, attorney, accountant or other agent
retained by the Shareholder (including any attorney retained by any underwriter)
(collectively, the "Inspectors") financial and other records and pertinent
corporate documents of the Company (collectively, the "Records"), provide the
Inspectors with opportunities to discuss the business of the Company with its
officers and provide opportunities to discuss the business of the Company with
the independent public accountants who have certified its most recent annual
financial statements, in each case to the extent customary for transactions of
the size and type intended, as specified by the Shareholder, but only to the
extent reasonably necessary to enable the Shareholder or any underwriter
retained by the Shareholder to conduct a "reasonable investigation" for purposes
of Section 11(a) of the Securities Act. Records which the Company determines, in
good faith, to be confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspector unless (A) the disclosure
of such Records is necessary to avoid or correct a misstatement of a material
fact or omission to state a material fact in the Registration, (B) the
disclosure of such Records is required by any court or governmental body with
jurisdiction over the Shareholder or Inspector or (C) all of the information
contained in such Records has been made generally available to the public. The
Shareholder agrees that it will, upon learning that disclosure of such Records
is

<PAGE>
                                      -10-



sought in a court of competent jurisdiction or by any governmental body,
promptly give prior notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of those Records deemed
confidential;

     (v) If requested by the Shareholder, promptly incorporate in a prospectus,
prospectus supplement or post-effective amendment such information as the
Shareholder reasonably specifies should be included therein, including, without
limitation, information relating to the planned distribution of Shares, the
number of Shares being sold by the Shareholder, the name and description of the
Shareholder, the offering price of such Shares and any discount, commission or
other compensation payable in respect of the Shares being sold, the purchase
price being paid therefor to the Shareholder and information with respect to any
other terms of the underwritten offering of the Shares to be sold in such
offering, except to the extent that the Company is advised in a written opinion
of outside counsel that the inclusion of such information is reasonably likely
to violate applicable securities laws; and make all required filings of such
prospectus, prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus, prospectus
supplement or post-effective amendment;

     (vi) If requested by the Shareholder, use commercially reasonable efforts
to participate in and assist with a "road show" and other customary marketing
efforts in connection with the sale of Shares pursuant to such registration
statement, at such times and in such manner as the Company and the Shareholder
mutually may determine (and as do not unreasonably interfere with the Company's
operations);

     (vii) Use commercially reasonable efforts to register or qualify the Shares
covered by such registration statement under such other securities or "blue sky"
laws of such jurisdictions in the United States as the Shareholder shall
reasonably request, keep such registrations or qualifications in effect for so
long as the registration statement remains in effect, and do any and all other
acts and things which may be reasonably necessary to enable the Shareholder or
any underwriter to consummate the public sale or other disposition of the Shares
in such jurisdictions; provided, however, that in no event shall the Company be
required to qualify to do business as a foreign corporation in any jurisdiction
where it is not so qualified; to execute or file any general consent to service
of process under the laws of any jurisdiction; to take any action that would
subject it to service of process in suits other than those arising out of the
offer and sale of the Shares covered by the registration statement; or to
subject itself to taxation in any jurisdiction where it would not otherwise be
obligated to do so, but for this paragraph (vii);

<PAGE>
                                      -11-



     (viii) Use commercially reasonable efforts to cause the Shares to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the Shareholder to consummate the public sale or
other disposition of the Shares;

     (ix) Use commercially reasonable efforts to cause all Shares covered by
such registration statement to be approved for trading on a national interdealer
quotation system or listed on the securities exchanges on which similar
securities issued by the Company are then listed or traded, if permitted by the
rules of such securities exchanges, prior to the sale of such Shares by the
Shareholder;

     (x) Promptly notify the Shareholder, at any time when a prospectus relating
to any of the Shares covered by such registration statement is required to be
delivered under the Securities Act, of the Company's becoming aware that the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and, at the request
of the Shareholder, promptly prepare and furnish to the Shareholder a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing;

     (xi) Promptly notify the Shareholder, the sales or placement agent or
agents, if any, for the Shares and the managing underwriter or underwriters, if
any, thereof, after becoming aware thereof, when the registration statement or
any related prospectus or any amendment or supplement has been filed, and, with
respect to the registration statement or any post-effective amendment, when the
same has become effective, (A) of any request by the SEC for amendments or
supplements to the registration statement or the related prospectus or for
additional information, (B) of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement or the initiation of
any proceedings for that purpose or (C) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Shares
for sale in any jurisdiction or the initiation of any proceeding for such
purpose;

     (xii) During the Effective Period, use commercially reasonable efforts to
obtain the withdrawal of any order suspending the effectiveness of the
registration statement or any post-effective amendment thereto;

<PAGE>
                                      -12-



     (xiii) Permit the Shareholder if, in its sole judgment exercised in good
faith, it believes it might be deemed to be a controlling person of the Company,
to participate in the preparation of such registration statement and all
discussions between the Company and the SEC or its staff with respect to such
registration statement, and to require the insertion therein of material,
furnished to the Company in writing, which in the reasonable judgment of the
Shareholder should be included;

     (xiv) Deliver promptly to the Shareholder, upon the Shareholder's request,
copies of all correspondence between the SEC and the Company, its counsel or
auditors and all memoranda relating to discussions with the SEC or its staff
with respect to the registration statement and permit the Shareholder to do such
investigation, with respect to information contained in or omitted from the
registration statement, as it deems reasonably necessary. The Shareholder agrees
that it will use its best efforts not to interfere unreasonably with the
Company's business when conducting any such investigation;

     (xv) Provide a transfer agent and registrar for all such Shares covered by
such registration statement not later than the effective date of such
registration statement, which transfer agent and registrar may be the Company,
subject to any applicable law or regulations;

     (xvi) Cooperate with the Shareholder and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing such Shares to be sold under the registration
statement, which certificates shall not bear any restrictive legends except as
required by law; and, in the case of an underwritten offering, enable such
Shares to be in such denominations and registered in such names as the managing
underwriter or underwriters, if any, may request in writing at least two (2)
business days prior to any sale of the Shares to the underwriters;

     (xvii) Enter into such agreements (including, if the offering is an
underwritten offering, an underwriting agreement) as are customary in
transactions of such kind and take such other actions as are reasonably
necessary in connection therewith in order to expedite or facilitate the
disposition of such Shares; and (A) make such representations and warranties
with respect to the registration statement, post-effective amendment or
supplement thereto, prospectus or any amendment or supplement thereto, and
documents incorporated by reference, if any, to the managing underwriter or
underwriters, if any, of the Shares and, at the option of the Shareholder, make
to and for the benefit of such Shareholder the representations, warranties and
covenants of the Company which are being made to the underwriters, in form,
substance and scope as are customarily made by the Company in connection with
offerings of Shares in transactions of such kind (representations and warranties
by the participating holders shall also be

<PAGE>
                                      -13-



made as are customary in agreements of that type); provided that the Company
shall not be required to make any representations or warranties with respect to
information specifically provided by the Shareholder for inclusion in the
registration documents; (B) obtain an opinion of counsel to the Company (which
counsel may be internal counsel for the Company unless the managing underwriter
or underwriters shall otherwise reasonably request) in customary form and
covering matters of the type customarily covered by such an opinion, addressed
to such managing underwriter or underwriters, if any, and to the Shareholder and
dated the date of the closing of the sale of the Shares relating thereto; (C)
obtain a "comfort" letter or letters from the independent certified public
accountants who have certified the Company's most recent audited financial
statements that are incorporated by reference in the registration statement
which is addressed to the Shareholder and the managing underwriter or
underwriters, if any, and is dated the date of the prospectus used in connection
with the offering of such Shares and/or the date of the closing of the sale of
such Shares relating thereto, such letter or letters to be in customary form and
covering such matters of the type customarily covered by "comfort" letters of
such type; (D) deliver such documents and certificates as may be reasonably
requested by the Shareholder and the managing underwriter or underwriters, if
any, of the Shares to evidence compliance with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company; and (E) undertake such obligations relating to expense reimbursement,
indemnification and contribution as provided in Sections 4.5 and 4.6 hereof; and

     (xviii) Comply with all applicable rules and regulations of the SEC and
generally make available to its security holders an earnings statement (which
need not be audited), as soon as reasonably practicable but in no event later
than ninety (90) days after the end of the period of twelve (12) months
commencing on the first day of any fiscal quarter next succeeding each sale by
the Shareholder of Shares which have been registered pursuant to this Agreement
(the "Registered Shares") after the date hereof, which earnings statement shall
cover such twelve (12) month period and shall satisfy the provisions of Section
11(a) of the Securities Act and may be prepared in accordance with Rule 158
under the Securities Act.

     (a) In the event that the Company would be required, pursuant to
Section 4.4(a)(xi)(D) above, to notify the Shareholder, the sales or placement
agent or agents, if any, for the Shares and the managing underwriter or
underwriters, if any, thereof, the Company shall, subject to the provisions of
Section 4.2(b) hereof, as promptly as practicable, prepare and furnish to the
Shareholder, to each placement or sales agent, if any, and to each underwriter,
if any, a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of Registered Shares, such
prospectus shall not

<PAGE>
                                      -14-



contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
Shareholder agrees that, upon receipt of any notice from the Company pursuant to
Section 4.4(a)(xi)(D) hereof, the Shareholder shall, and shall use its best
efforts to cause any sales or placement agent or agents for the Shares and the
underwriters, if any, thereof, to forthwith discontinue disposition of the
Shares until such person shall have received copies of such amended or
supplemented prospectus and, if so directed by the Company, to destroy or to
deliver to the Company all copies, other than permanent file copies, then in its
possession of the prospectus (prior to such amendment or supplement) covering
such Shares as soon as practicable after the Shareholder's receipt of such
notice.

     (b) The Shareholder shall furnish to the Company in writing such
information regarding the Shareholder and its intended method of distribution of
the Shares as the Company may from time to time reasonably request in writing,
but only to the extent that such information is required in order for the
Company to comply with its obligations under all applicable securities and other
laws and to ensure that the prospectus relating to such Shares conforms to the
applicable requirements of the Securities Act and the rules and regulations
thereunder. The Shareholder shall notify the Company as promptly as practicable
of any inaccuracy or change in information previously furnished by the
Shareholder to the Company or of the occurrence of any event, in either case as
a result of which any prospectus relating to the Shares contains or would
contain an untrue statement of a material fact regarding the Shareholder or its
intended method of distribution of such Shares or omits to state any material
fact regarding the Shareholder or its intended method of distribution of such
Shares required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and promptly furnish to the Company any additional information
required to correct and update any previously furnished information or required
so that such prospectus shall not contain, with respect to the Shareholder or
the distribution of the Shares, an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

     (c) In the case of a registration or Subject Offering under Section 4.1 if
the Company has determined to enter into an underwriting agreement in connection
therewith or in the case of any Shelf Takedown, all Shares to be included in
such registration shall be subject to an underwriting agreement and no person
may participate in such registration unless such person agrees to sell such
person's securities on the basis provided therein and completes and executes all
questionnaires, indemnities, underwriting agreements and other document (other
than powers of attorney) which must be executed in connection therewith, and
provides

<PAGE>
                                      -15-



such other information to the Company or the underwriter as may be necessary to
register the Shareholder's Shares.

     Section 4.5. Registration Expenses. Except as set forth below, the Company
agrees to bear and to pay, or cause to be paid, promptly upon request being made
therefor, all expenses incident to the Company's performance of its obligation
to file the Shelf Registration Statement and to register for the shares for sale
or compliance with this Agreement, including, without limitation: (a) all fees
and expenses in connection with the qualification of the Registered Shares for
offering and sale under state securities or "blue sky" laws referred to in
Section 4.4(a)(vii) hereof, including reasonable fees and disbursements of
counsel for any placement or sales agent or underwriter in connection with such
qualifications, (b) all expenses relating to the preparation, printing,
distribution and reproduction of the registration statement, each prospectus
included therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the certificates representing the Shares and all
other documents relating hereto, (c) the costs and charges of any escrow agent,
transfer agent, registrar, any custodian or attorney-in-fact appointed to act on
behalf of the Shareholder (including, without limitation, all salaries and
expenses of the Company's officers and employees performing legal or accounting
duties), (d) fees, disbursements and expenses of the Company's counsel and its
other advisors and experts and independent certified public accountants of the
Company (including the expenses of any opinions or "comfort" letters required by
or incident to such performance and compliance) and (e) the fees and expenses
incurred in connection with the listing of the Shares on The New York Stock
Exchange, Inc. and any other stock exchange or national securities exchange on
which Shares shall at such time be listed (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by the Shareholder, any sales or placement agent or agents for the
Shares and the underwriters, if any, thereof, in connection with the filing of
the Shelf Registration Statement and the registration of the Shares for sale,
the Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. The Shareholder shall pay all Registration Expenses with respect to
any Shelf Takedown effected by the Shareholder and shall pay its pro rata share
of the Registration Expenses for any Subject Offering in which the Shareholder
has requested that Piggy-Back Shares be included. The Shareholder shall pay all
underwriting discounts and commissions and any capital gains, income or transfer
taxes, if any, attributable to the sale of the Shares.

     Section 4.6. Indemnification; Contribution. Indemnification by the Company.
The Company shall, and it hereby agrees to, indemnify and hold harmless Parent,
the Shareholder, and each person who participates as a placement or sales agent
or as an underwriter in any offering or sale of the Shares, against any losses,
claims, damages or liabilities to which Parent, the Shareholder or such agent or
underwriter may become subject,

<PAGE>
                                      -16-



insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) (collectively, "Claims") arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any registration statement, or any preliminary or final prospectus
contained therein, or any amendment or supplement thereto, or any document
incorporated by reference therein, or arise out of or are based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, and the Company shall,
and it hereby agrees to, reimburse Parent, the Shareholder or any such agent or
underwriter for any legal or other out-of-pocket expenses reasonably incurred by
them in connection with investigating or defending any such Claims; provided,
however, that the Company shall not be liable to any such person in any such
case to the extent that any such Claims arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, or preliminary or final prospectus, or amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by Parent, the Shareholder or any agent, underwriter or
representative of Parent or the Shareholder expressly for use therein, or by
Parent or the Shareholder's failure to furnish the Company, upon request, with
the information with respect to Parent, the Shareholder, or any agent,
underwriter or representative of Parent or the Shareholder, or Parent or the
Shareholder's intended method of distribution, that is the subject of the untrue
statement or omission or if the Company shall sustain the burden of proving that
Parent, the Shareholder or such agent or underwriter sold securities to the
person alleging such Claims without sending or giving, at or prior to the
written confirmation of such sale, a copy of the applicable prospectus
(excluding any documents incorporated by reference therein) or of the applicable
prospectus, as then amended or supplemented (excluding any documents
incorporated by reference therein), if the Company had previously furnished
copies thereof to Parent or the Shareholder or such agent or underwriter, and
such prospectus corrected such untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement.

     (a) Indemnification by the Shareholder and Any Agents or Underwriters.
Parent and the Shareholder shall, and hereby agrees, severally and not jointly,
to (i) indemnify and hold harmless the Company, its directors, officers,
employees and controlling persons, if any, and each underwriter, its partners,
officers, directors, employees and controlling persons, if any, in any offering
or sale of Shares, against any Claims to which the Company, its directors,
officers, employees and controlling persons, if any, may become subject, insofar
as such Claims (including any amounts paid in settlement as provided herein), or
actions or proceedings in respect thereof, arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, or any preliminary or final prospectus contained
therein, or any amendment or supplement thereto, or any document incorporated by
reference therein, or arise out of or are based upon any omission or alleged

<PAGE>
                                      -17-



omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case only to
the extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by Parent or the Shareholder or such agent
or underwriter (as the case may be) expressly for use therein and (ii) reimburse
the Company for any legal or other out-of-pocket expenses reasonably incurred by
the Company in connection with investigating or defending any such Claim.

     (b) Notice of Claims, Etc. Promptly after receipt by an indemnified party
under Section 4.6 (a) or (b) above of written notice of the commencement of any
action or proceeding for which indemnification under Section (a) or (b) above
may be requested, such indemnified party shall, without regard to whether a
claim in respect thereof is to be made against an indemnifying party pursuant to
the indemnification provisions of, or as contemplated by, this Section 4.6,
notify such indemnifying party and the underwriter in writing of the
commencement of such action or proceeding; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party in respect of such action or proceeding on account of the
indemnification provisions of or contemplated by Section 4.6(a) or 4.6(b) hereof
unless the indemnifying party was materially prejudiced by such failure of the
indemnified party to give such notice, and in no event shall such omission
relieve the indemnifying party from any other liability it may have to such
indemnified party. In case any such action or proceeding shall be brought
against any indemnified party and it shall notify an indemnifying party of the
commencement thereof, unless in the reasonable opinion of outside counsel to the
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, such indemnifying party
shall be entitled to participate therein and, to the extent that it shall
determine, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
or any other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of investigation
(unless such indemnified party reasonably objects to such assumption on the
grounds that there may be defenses available to it which are different from or
in addition to the defenses available to such indemnifying party, in which event
the indemnified party shall have the right to control its defense and shall be
reimbursed by the indemnifying party for the expenses incurred in connection
with retaining one separate counsel). If the indemnifying party is not entitled
to, or elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one counsel for each indemnified party
with respect to such claim. The indemnifying party will not be subject to any
liability for any settlement made without its consent, which consent shall not
be unreasonably withheld or delayed. No indemnifying party shall, without the
prior

<PAGE>
                                      -18-



written consent of the indemnified party, compromise or consent to entry of any
judgment or enter into any settlement agreement with respect to any action or
proceeding in respect of which indemnification is sought under Section 4.6(a) or
(b) (whether or not the indemnified party is an actual or potential party
thereto), unless such compromise, consent or settlement includes an
unconditional term given by the claimant or plaintiff to the indemnified party
of a release from all liability in respect of such claim or litigation and does
not subject the indemnified party to any injunctive relief or other equitable
remedy.

     (c) Contribution. Parent, the Shareholder and the Company agree that if,
for any reason, the indemnification provisions contemplated by Section 4.6(a) or
4.6(b) hereof are unavailable to or are insufficient to hold harmless an
indemnified party in respect of any Claims referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such Claims in such proportion as is
appropriate to reflect the relative fault of, and benefits derived by, the
indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The relative benefit derived by the parties shall be
determined by reference to the fact that the Company entered into the Prior
Registration Rights Agreement to induce Parent to engage in the transaction in
which the Shares were acquired. The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 4.6(d) were
determined (i) by pro rata allocation (even if Parent or the Shareholder or any
agents for, or underwriters of, the Shares, or all of them, were treated as one
entity for such purpose), or (ii) by any other method of allocation which does
not take account of the equitable considerations referred to in this Section
4.6(d). The amount paid or payable by an indemnified party as a result of the
Claims referred to above shall be deemed to include (subject to the limitations
set forth in Section 4.6(c) hereof) any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action, proceeding or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

     (d) The indemnification and contribution required by this Section 4.6 shall
be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

<PAGE>
                                      -19-



     (e) Beneficiaries of Indemnification. The obligations of the Company under
this Section 4.6 shall be in addition to any liability that it may otherwise
have and shall extend, upon the same terms and conditions, to each officer,
director and partner of Parent and the Shareholder and each agent and
underwriter of the Shares and each person, if any, who controls Parent and the
Shareholder or any such agent or underwriter within the meaning of the
Securities Act; and the obligations of Parent, the Shareholder and any agents or
underwriters contemplated by this Section 4.6, shall be in addition to any
liability that Parent, the Shareholder or their respective agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company (including any person who, with his consent,
is named in any registration statement as about to become a director of the
Company) and to each person, if any, who controls the Company within the meaning
of the Securities Act.

     Section 4.7. Underwriters. If any of the Shares are to be sold pursuant to
an Shelf Takedown by the Shareholder, the investment banker or bankers and the
managing underwriter or underwriters thereof shall be selected by the
Shareholder, provided that such managing underwriter or underwriters must be of
recognized international standing and reasonably acceptable to the Company.

     Section 4.8. Exchange Act Filings; Rule 144; Rule 144A. The Company
covenants to and with the Shareholder that to the extent it shall be required to
do so under the Exchange Act, the Company shall timely file the reports required
to be filed by it under the Exchange Act or the Securities Act (including, but
not limited to, the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC under the
Securities Act and the rules and regulations adopted by the SEC thereunder) and
shall take such further action as the Shareholder may reasonably request, all to
the extent required from time to time to enable the Shareholder to sell Shares
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC. Upon the request of the Shareholder, the Company shall deliver to
the Shareholder a written statement as to whether it has complied with such
requirements.

     (a) If at any time the Company is not subject to Section 13 or 15(d)
of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b)
under the Exchange Act, the Company agrees, upon the request of the Shareholder
seeking to transfer Shares in conformity with Rule 144A under the Securities
Act, to furnish to the Shareholder or prospective purchasers of the Shares from
the Shareholder the information required by Rule 144A(d)(4)(i) under the
Securities Act in the manner and at the times contemplated by such Rule.

<PAGE>
                                      -20-



     (b) The Company covenants to make available "adequate current public
information" concerning the Company within the meaning of Rule 144(c) under the
Securities Act.

     Section 4.9. Agreement of the Shareholder. The Shareholder agrees not to,
and it shall cause its subsidiaries not to, make any sale, transfer or other
disposition of Shares except in compliance with the registration requirements of
the Securities Act and the rules and regulations thereunder or in accordance
with the terms of this Agreement and the Shareholder Agreement.

     Section 4.10. Legends. Stop transfer restrictions will be given to the
Company's transfer agent(s) with respect to the Shares and there will be placed
on the certificates or instruments representing the Shares, and on any
certificate or instrument delivered in substitution therefor, a legend stating
in substance:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
     AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
     TO SUCH REGISTRATION OR IN ACCORDANCE WITH AN EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     (a) The Company hereby agrees that it will cause stop transfer restrictions
to be released with respect to any Shares that are transferred (i) pursuant to
an effective registration statement under the Securities Act, (ii) pursuant to
Rule 144 or Rule 145 under the Securities Act, (iii) in accordance with the
requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act or
(iv) pursuant to another exemption from the registration requirements of the
Securities Act; provided, however, that in the case of any transfer pursuant to
clause (ii), (iii) or (iv) above, the request for transfer is accompanied by a
written statement signed by the Shareholder confirming compliance with the
requirements of the relevant exemption from registration; and provided, further,
that in the case of any transfer pursuant to clause (iv) above, other than any
transfer by the Shareholder to one or more of its direct or indirect
subsidiaries, or among such subsidiaries, or by any such subsidiary to the
Shareholder, the Company shall have received a written opinion of counsel
reasonably satisfactory to the Company. The Company further agrees that it will
cause the legend described in subsection (a) of this Section 4.10 to be removed
in the event of any transfer as provided in clause (i), (ii) or (iii) above.

     Section 4.11. Treatment of Convertible Preferred Stock. Shares of
Convertible Preferred Stock owned by the Shareholder shall be treated in all
respects in the

<PAGE>
                                      -21-



same manner as shares of Common Stock owned by the Shareholder for the purposes
of this Agreement.


                                    ARTICLE V

                                  MISCELLANEOUS


     Section 5.1. Termination. This Agreement shall terminate on the date on
which the Company shall have obtained or been provided by the Shareholder with a
written opinion of legal counsel reasonably satisfactory to the Shareholder and
addressed to the Company and the Shareholder to the effect that all of the
Shares may be publicly offered for sale in the United States by the Shareholder
without restriction as to manner of sale and amount of Securities sold under the
Securities Act. In addition, the obligations of the Company set forth in Section
4.1(a) and Section 4.4 shall immediately terminate in the event that the
Shareholder Agreement is terminated other than in accordance with Section 6.1
thereof.

     Section 5.2. Recapitalizations, Exchanges, Etc. Affecting the Shares. The
provisions of this Agreement shall apply to any and all shares of capital stock
of the Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution of the Shares, by reason of a stock
dividend, stock split, stock issuance, reverse stock split, combination,
recapitalization, reclassification, merger, consolidation or otherwise. Upon the
occurrence of any such event, amounts hereunder shall be appropriately adjusted.

     Section 5.3. Other Company Securities. The provisions of this Agreement
shall apply mutatis mutandis to any publicly-traded security of the Company
other than the Common Stock which may be owned by the Shareholder from time to
time during the term of this Agreement.

     Section 5.4. Amendment. This Agreement may not be amended except by a
written instrument, duly executed by the Company and the Shareholder.

     Section 5.5. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, when delivered personally or by courier, three (3) days after being
deposited in the mail (registered or certified mail, postage prepaid, return
receipt requested), or when received by facsimile transmission if promptly
confirmed by one of the foregoing means, as follows:

<PAGE>
                                      -22-



                  If to the Company:

                           ONEOK, Inc.
                           100 West Fifth Street
                           Tulsa, Oklahoma 74103
                           Attention:  Chief Executive Officer

                           with a copy to:

                           ONEOK, Inc.
                           100 W. Fifth Street
                           Suite 1000
                           Tulsa, Oklahoma 74103
                           Attention:  General Counsel

                  If to the Shareholder:

                           Westar Industries, Inc.
                           818 Kansas Avenue
                           Topeka, Kansas 66612
                           Attention:  President
                           Fax:  (785) 575-8061

                           with a copy to:

                           Westar Industries, Inc.
                           818 Kansas Avenue
                           Topeka, Kansas 66612
                           Attention:  Corporate Secretary
                           Fax:  (785) 575-1936

                  If to Parent:

                           Westar Energy, Inc.
                           818 Kansas Avenue
                           Topeka, Kansas 66612
                           Attention:  President
                           Fax:  (785) 575-8061

<PAGE>
                                      -23-



                           with a copy to:

                           Westar Energy, Inc.
                           818 Kansas Avenue
                           Topeka, Kansas 66612
                           Attention:  Corporate Secretary
                           Fax:  (785) 575-1936

     Section 5.6. Integration. This Agreement and the other writings referred to
herein or delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to its subject matter. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to its
subject matter other than those expressly set forth or referred to herein.

     Section 5.7. Binding Effect; Benefit. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, and their respective
successors and permitted assigns. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties hereto, and
their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

     Section 5.8. Assignability. This Agreement shall not be assignable by any
party hereto.

     Section 5.9. Counterparts. This Agreement may be executed by the parties
hereto in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.

     Section 5.10. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the state of
Oklahoma without giving effect to principles of conflicts of law.

     Section 5.11. Shareholder Agreement. This Agreement shall remain in effect
in accordance with its terms notwithstanding the termination or lapse in
effectiveness of any other agreement between the Shareholder and the Company,
including, but not limited to, the Shareholder Agreement.

     Section 5.12. Severability. In the event 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

<PAGE>
                                      -24-



respect and of the remaining provisions contained herein shall not be affected
or impaired, and such unreasonable, unlawful or unenforceable provision shall be
interpreted, revised or applied in the manner that renders it lawful and
enforceable to the fullest extent possible under law.



<PAGE>
                                      -25-




                  IN WITNESS WHEREOF, the parties named below have hereto set
their hands as of the day and year first above written.



                                  ONEOK, INC.


                                  By:  /s/ David L. Kyle
                                       ------------------------------------
                                       Name:    David L. Kyle
                                       Title:   Chairman, President and Chief
                                                 Executive Officer


                                  WESTAR ENERGY, INC.


                                  By:  /s/ James S. Haines, Jr.
                                       ------------------------------------
                                       Name:    James S. Haines, Jr.
                                       Title:   President and Chief Executive
                                                 Officer

                                  WESTAR INDUSTRIES, INC.


                                  By:  /s/ James S. Haines, Jr.
                                       ------------------------------------
                                       Name:  James S. Haines, Jr.
                                       Title: President