Registration Rights Agreement


  Exhibit 4.3 

 REGISTRATION RIGHTS AGREEMENT

Dated as of November 18, 2003

by and among 

FIRST MIDWEST BANCORP, INC. 

FIRST MIDWEST CAPITAL TRUST I


and

the Initial Purchasers referred to herein

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   REGISTRATION RIGHTS AGREEMENT   THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of November 18, 2003 by and among FIRST MIDWEST BANCORP, INC., a Delaware corporation (the "Company"), FIRST MIDWEST CAPITAL TRUST I, a statutory trust created under the laws of the state of Delaware (the "Trust"), and the
initial purchasers listed in Annex A hereto (each, an "Initial Purchaser," and together, the "Initial Purchasers").
 This Agreement is made pursuant to the Purchase Agreement dated November 10, 2003 (the "Purchase
Agreement"), among the Company, as issuer of 6.95% Junior Subordinated Deferrable Interest Debentures due December 1, 2033, Series A (the "Debentures"), the Trust and the Initial Purchasers, which provides for, among other things, the
sale by the Trust to the Initial Purchasers on the date hereof of 125,000 of the Trust's 6.95% Capital Securities, Series A, liquidation amount $1,000 per Capital Security (the "Capital Securities"), the proceeds of which will be used by the
Trust, together with the proceeds from the sale of the Trust's Common Securities to the Company, to purchase the Debentures. The Capital Securities, together with the Debentures and the Company's guarantee agreement in respect of the Capital
Securities (the "Capital Securities Guarantee") are collectively referred to as the "Securities." In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Trust have agreed to provide the Initial
Purchasers and their direct and indirect transferees 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:
 

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


 "Advice" shall
have the meaning set forth in the last paragraph of Section 3 hereof.
 "Applicable Period" shall have the meaning set forth in Section 3(r) hereof.
 "Business Day" shall mean any day other than a
Saturday or Sunday, or a day on which banking institutions in New York, New York are authorized or required by law or executive order to close.
 "Closing Time" shall mean the Closing Time as defined in the Purchase
Agreement.
 "Company" shall have the meaning set forth in the preamble to this Agreement and also includes the Company's successors and permitted assigns.
 "Declaration" or "Declaration of
Trust" shall mean the Amended and Restated Declaration of Trust, to be dated as of November 18, 2003, by the trustees named therein and the Company as sponsor.
 "Depositary" shall mean The Depository Trust Company, or
any other depositary appointed by the Trust; provided, however, that such depositary must have an address in the Borough of Manhattan, in The City of New York.
 "Effectiveness Period" shall have the meaning
set forth in Section 2(b) hereof.
 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.
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 "Exchange
Offer" shall mean the offer by the Company and the Trust to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities) for a like principal amount of Exchange Securities pursuant to Section 2(a)
hereof.
 "Exchange Offer Registration" shall mean a registration under the Securities 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), and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
 "Exchange Period" shall have the meaning set forth in Section 2(a) hereof.
 "Exchange Securities" shall mean (i) with respect to the Debentures, the
6.95% Debentures due December 1, 2033, Series B (the "Exchange Debentures"), containing terms substantially identical to the Debentures (except that they will not contain terms with respect to the transfer restrictions under the Securities
Act and will not provide for any increase in the interest rate thereon), (ii) with respect to the Capital Securities, the Trust's 6.95% Capital Securities, Series B, liquidation amount $1,000 per Capital Security (the "Exchange Capital
Securities"), which will have terms substantially identical to the Capital Securities (except they will not contain terms with respect to transfer restrictions under the Securities Act and will not provide for any increase in the distribution
rate thereon) and (iii) with respect to the Capital Securities Guarantee, the Company's guarantee agreement (the "Exchange Capital Securities Guarantee") in respect of the Exchange Capital Securities which will have terms substantially
identical to the Capital Securities Guarantee.
 "Holder" shall mean 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 or Declaration of Trust.
 "Indenture" shall mean the Indenture relating to the Debentures and the Exchange Debentures to be dated as of
the Closing Time among the Company, as issuer, and Wilmington Trust Company, as trustee, as the same may be amended from time to time in accordance with the terms thereof.
 "Initial Purchasers" shall have the meaning set
forth in the preamble to this Agreement.
 "Inspectors" shall have the meaning set forth in Section 3(l) hereof.
 "Issue Date" shall mean November 18, 2003, the date of original issuance of the
Securities.
 "Liquidated Damages" shall have the meaning set forth in Section 2(e) hereof.
 "Majority Holders" shall mean the Holders of a majority of the aggregate liquidation amount of
outstanding Capital Securities.
 "Participating Broker-Dealer" shall have the meaning set forth in Section 3(r) hereof.
 "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability company or a government or agency or political subdivision thereof.
 "Private Exchange" shall have the meaning set forth in Section 2(a) hereof.
 "Private
Exchange Securities" shall have the meaning set forth in Section 2(a) hereof. 
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 "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 by reference therein.
 "Purchase
Agreement" shall have the meaning set forth in the preamble to this Agreement.
 "Records" shall have the meaning set forth in Section 3(l) hereof.
 "Registrable Securities" shall mean the
Securities and, if issued, the Private Exchange Securities; provided, however, that the Securities or Private Exchange Securities, as the case may be, shall cease to be Registrable Securities when (i) a Registration Statement with
respect to such Securities or Private Exchange Securities for the exchange or resale thereof, as the case may be, shall have been declared effective under the Securities Act and such Securities or Private Exchange Securities, as the case may be,
shall have been disposed of pursuant to such Registration Statement, (ii) such Securities or Private Exchange Securities, as the case may be, shall have been sold to the public or be eligible for sale to the public pursuant to Rule 144(k) (or any
similar provision then in force) under the Securities Act or are eligible to be sold without restriction as contemplated by Rule 144(k), (iii) such Securities or Private Exchange Securities, as the case may be, shall have ceased to be outstanding or
(iv) with respect to the Securities, such Securities shall have been exchanged for Exchange Securities upon consummation of the Exchange Offer and are thereafter freely tradable by the holder thereof (other than an affiliate of the Company or
Participating Broker-Dealers).
 "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 or National
Association of Securities Dealers, Inc. (the "NASD") registration and filing fees, including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained by any Holder of
Registrable Securities in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities) and compliance with the rules of the NASD, (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, and in preparing or assisting in preparing, printing and distributing any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance with this Agreement, (iv) rating agency fees, (v) the fees and disbursements of counsel for the Company and of the independent certified public accountants of the Company,
including the expenses of any "comfort" letters required by or incident to such performance and compliance, (vi) the fees and expenses of the Trustee and their counsel, and any exchange agent or custodian, (vii) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, and (viii) the reasonable fees and expenses of any special experts retained by the Company in connection with any Registration
Statement.
 "Registration Statement" shall mean any registration statement of the Company and the Trust which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, 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 by reference therein.
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 "Rule 144(k) Period" shall mean the period of two years (or such shorter period as may hereafter be referred to in Rule 144(k) under the Securities Act (or similar successor
rule)) commencing on the Issue Date.
 "SEC" shall mean the Securities and Exchange Commission.
 "Securities" shall have the meaning set forth in the preamble to this Agreement.
 "Securities Act" shall mean the Securities Act of 1933, as amended from time to time.
 "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof.
 "Shelf Registration Event" shall have the meaning set forth in Section 2(b) hereof.
 "Shelf Registration Event Date" shall have the meaning set forth in Section 2(b) hereof.
 "Shelf
Registration Statement" shall mean a "shelf" registration statement of the Company and the Trust pursuant to the provisions of Section 2(b) hereof which covers all of the Registrable Securities or all of the Private Exchange Securities, as the
case may be, on an appropriate form (which shall be Form S-3 if the Company is eligible to use such Form and such Form is otherwise available for use) under Rule 415 under the Securities 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 by reference therein.
 "TIA" shall have the meaning set forth in Section 3(j) hereof.
 "Trustees" shall mean any and all trustees with respect to (i) the Capital Securities under the Declaration, (ii) the Debentures under the
Indenture and (iii) the Capital Securities Guarantee.
 	Registration Under the Securities Act.


 	Exchange Offer. Except as set forth in Section 2(b) hereof, the Company and the Trust shall, for the
benefit of the Holders, at the Company's cost, (i) cause to be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the Exchange Offer, (ii) use
their reasonable good faith efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC not later than the date which is 210 days after the Issue Date, and (iii) use their reasonable good
faith efforts to keep such Exchange Offer Registration Statement effective for not less than 30 calendar days (except as set forth in Section 3(r) below or longer if required by applicable law) after the date notice of the Exchange offer is post
marked to the Holders. In addition, in the event that the Company has filed a Shelf Registration Statement in accordance with the provisions of Section 2(b) in lieu of conducting an Exchange Offer in accordance with the foregoing sentence, the
Company may, if permitted in accordance with then applicable laws or regulations and the then current interpretations of the staff of the SEC, elect to conduct an Exchange Offer in accordance with the terms set forth herein, other than with respect
to the specific timing requirements set forth in the foregoing sentence. In the event the Company conducts such an Exchange Offer subsequent to the filing and effectiveness of a Shelf Registration Statement, the Company's obligations to maintain
such a Shelf Registration shall terminate upon the consummation of the Exchange Offer with respect of any Holder which could have received securities that would be freely tradable without restriction under the Securities Act and applicable blue sky
or state securities laws through its participation in the Exchange Offer. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it

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 being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Debentures or a like liquidation amount of
Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable
Securities acquired directly from the Company for its own account, 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 or in
a public distribution (within the meaning of the Securities Act) for the purpose of distributing the Exchange Securities), to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities
Act and under state securities or blue sky laws.
 In connection with the Exchange Offer, the Company and the Trust shall:
 
 
	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 (together, the "Notice");


  
	keep the Exchange Offer open for acceptance for a period of not less than 30
days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"). The Exchange Offer shall be deemed to have been completed upon the earlier to
occur of (i) the Company and the Trust having exchanged the Exchange Securities for all outstanding Capital Securities pursuant to the Exchange Offer, and (ii) the Company and the Trust having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Period, which shall be a date that is at least 30 days following the commencement of the Exchange Offer;


  
	utilize the services of the Depositary for the Exchange Offer with respect to Capital Securities represented by a global certificate;


  
	permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York time, on the last Business Day of the Exchange Period in accordance with the instructions specified in the Notice;


  
	notify each Holder by means of the Notice that any Security
not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest or accumulate distributions, as the case may be, but will not retain any rights under this Agreement (except in the case of the Participating
Broker-Dealers as provided herein); and


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


 If any of the Initial Purchasers determine upon
advice of outside counsel that it is not eligible to participate in the Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment in the initial placement, as soon as practicable upon receipt by the
Company and the Trust of a written request from such Initial Purchaser, the Company and the Trust, as applicable, shall issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for the Securities held by such Initial
Purchaser a like liquidation amount of Exchange Capital Securities of the Trust or, in the event the Trust is liquidated and Debentures are distributed, a like principal amount of the Exchange Debentures of the Company, entitled to the benefits of
the Exchange Capital Securities Guarantee (if applicable), in each case that are identical (except that such securities may bear a customary legend with respect to restrictions on transfer pursuant to the Securities Act) to the Exchange Securities

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 (the "Private Exchange Securities") and which are issued pursuant to the Indenture or the Declaration (which provides that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture or the Declaration, as applicable, and that the Exchange Securities, the Private Exchange Securities and the Securities will vote and consent together on all matters as one class and that none
of the Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter). The Private Exchange Securities shall be of the same series as the Exchange Securities, and the
Company and the Trust will seek to cause the CUSIP Service Bureau to issue the same CUSIP numbers for the Private Exchange Securities as for the Exchange Securities issued pursuant to the Exchange Offer.
 As soon as practicable
after the close of the Exchange Offer, and, if applicable, the Private Exchange, the Company and the Trust, as the case requires, shall:
  
	accept for exchange all Securities tendered and not validly withdrawn pursuant
to the Exchange Offer or the Private Exchange;


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


 

	issue, and cause the applicable Trustee under the Indenture, the Declaration or the Guarantee, as applicable, to promptly authenticate and deliver to each Holder, new Exchange Securities and Private Exchange Securities, as applicable, equal in
principal amount to the principal amount of the Debentures or equal in liquidation amount to the liquidation amount to the Capital Securities (entitled to the benefits of the guarantee thereof) as are tendered by such Holder and will execute, and
cause the applicable Trustee to execute, the Exchange Capital Securities Guarantee.


  Distributions on each Exchange Capital Security and distributions or interest on each Exchange Debenture and Private Exchange
Security issued pursuant to the Exchange Offer and in the Private Exchange will accumulate or accrue from the last date on which a distribution or interest was paid on the Capital Security or the Debenture surrendered in exchange therefor or, if no
distribution or interest has been paid on such Capital Security or Debenture, from the Issue Date. Subject to the provisions of this Agreement, to the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Company
and the Trust shall use their reasonable good faith efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than as specified in this agreement and those conditions that are customary in similar exchange offers. 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 make certain customary representations in connection therewith, including representations that (i) it is not an
affiliate of the Trust or the Company, (ii) the Exchange Securities to be received by it were acquired in the ordinary course of its business and (iii) at the time of the Exchange Offer, it has no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of the Exchange Capital Securities. Participating Broker-Dealers and others who cannot make such representations will not acquire freely-tradable Exchange Capital Securities
and must comply with the registration and prospectus delivery requirements of the Securities Act. 
 Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to
apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Company and the Trust shall have no further obligation to
register the Registrable Securities (other than Private Exchange Securities) held by any Holder pursuant to Section 2(b) of this Agreement. 
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 Shelf Registration. In the event that: 


 
	the Company or the Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration contemplated by Section 2(a) above is not available under
applicable laws and regulations and prevailing interpretations of the staff of the SEC, 


  
	as a result of regulatory developments announced at any time prior to the consummation of the Exchange Offer (whether or not
the Exchange Registration Statement has been filed with and declared effective by the SEC or the Exchange Period has commenced), the Exchange Capital Securities will not upon issuance constitute, or will not constitute after the issuance, Tier 1
Capital (or its then equivalent) of the Company (a "Capital Event"), 


  
	the Exchange Offer Registration Statement is not declared effective within 210 days of the Issue Date or the Exchange Offer is not consummated
prior to the termination of the Exchange Period, 


  
	upon the request of any Participating Broker-Dealer (other than an Initial Purchaser holding Registrable Securities acquired directly from the Company) within 30
days following commencement 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 that are freely transferable without any
limitations or restrictions under the Securities Act, or


  
	upon the request of any of the Initial Purchasers within 5 days following commencement of the Exchange Offer (provided that, in the case of this clause (v),
such Initial Purchaser holds Registrable Securities from an initial allotment that it acquired directly from the Company),


 (any of the events specified in (i), (ii), (iii), (iv) or (v) being a "Shelf Registration
Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then the Company and the Trust shall promptly deliver to the applicable Holders and the Property Trustee written notice thereof and shall, at their cost:

	cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and within 45 days after such Shelf Registration Event Date (or such later date as is 150 days after the Issue Date), a
Shelf Registration Statement providing for the sale by the applicable Holders of all of the Registrable Securities, 


  
	use their reasonable good faith efforts to have such Shelf Registration Statement declared
effective by the SEC no later than 60 days following the filing of the Shelf Registration Statement. In the event the Company is required to file a Shelf Registration Statement pursuant to clause (iv) or (v) above, the Company shall file and use its
reasonable good faith 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 combined with the
Exchange Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or Initial Purchaser, as applicable,


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 No
Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this
Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to
information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included
therein. By including any Registrable Securities in a Shelf Registration Statement, each Holder as to which any Shelf Registration is being effected will be deemed to agree to furnish in writing to the Company and the Trust all information with
respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading.
 The Company and the Trust agree to use their reasonable good faith efforts to keep the Shelf
Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii), (iii) or (b) 180 days in the case of a Shelf Registration
Statement filed pursuant to Section 2(b)(iv) and (v) (subject, in each case, to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities
to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf
Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules,
regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the
Trust agree 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.
 	Expenses. The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a) or 2(b) hereof and will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel for the Initial Purchasers incurred in connection with the Exchange Offer and, if
applicable, the Private Exchange, and either counsel for the Initial Purchasers or any other single counsel designated in writing by the Majority Holders to act as counsel for the Holders of the Registrable Securities in connection with a Shelf
Registration Statement. Except as provided herein, each Holder shall pay all expenses of its counsel, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.


     
	Effective Registration Statement. 


 
 
	An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is suspended by any stop order, injunction or other order or requirement of the SEC or any other governmental
agency or court, such Registration Statement will 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. 


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 	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, the Exchange Offer Registration Statement) and the use of the related Prospectus for up to 45 consecutive days each, but no more than the aggregate of 90 days, upon the
happening 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.


  	Additional Interest or
Distributions. In the event that:


 
 
	neither the Exchange Offer Registration Statement is filed with the SEC on or prior to the 150th day after the Issue Date nor a Shelf Registration
Statement is filed with the SEC on or prior to the 45th day after the Shelf Registration Event Date in respect of a Shelf Registration Event attributable to any of the events set forth in 2(b) (provided that in no event shall such filing
date be required to be earlier than 150 days after the Issue Date), then, commencing on the day after the applicable required filing date, additional interest shall accrue on the principal amount of the Debentures, and additional distributions shall
accumulate on the liquidation amount of the Capital Securities, each at a rate of 0.25% per annum; or


  
	neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the
SEC on or prior to the 60th day after the applicable required filing date, then, commencing on the day after the applicable required effective date, additional interest shall accrue on the principal amount of the Debentures, and additional
distributions shall accumulate on the liquidation amount of the Capital Securities, each at a rate of 0.25% per annum; or


  
	(A) the Trust has not exchanged Exchange Capital Securities for all Capital Securities
validly tendered or the Company has not exchanged Exchange Guarantees or Exchange Debentures for all Guarantees or Debentures validly tendered, in accordance with the terms of the Exchange Offer on or prior to the 40th day after the date
on which the Exchange Offer Registration Statement was declared effective, or such longer period as may be required by law or (B) if applicable, the Shelf Registration Statement in respect of a Shelf Registration Event set forth in Section 2(b) has
been declared effective and such Shelf Registration Statement ceases to be effective or usable for resales at any time prior to the expiration of the Rule 144(k) Period (other than after such time as all Capital Securities have been disposed of
thereunder or otherwise cease to be Registrable Securities or if the Company effects an Exchange Offer and is no longer obligated to maintain the effectiveness of the Shelf Registration Statement), then additional interest shall accrue on the
principal amount of Debentures, and additional distributions shall accumulate on the liquidation amount of the Capital Securities, each at a rate of 0.25% per annum commencing on (x) the 41st day after such effective date, in the case of
(A) above, or (y) the day such Shelf Registration Statement ceases to be effective or usable for resales in the case of (B) above;


  
	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(r) 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 Applicable Period referred to in Section 3(r) (as such period may be extended pursuant to the
last paragraph of Section 3 of this Agreement), additional distributions shall accumulate on the liquidation amount of the Capital Securities, each at a rate of 0.25% per annum commencing on the day such Exchange Offer Registration Statement ceases
to be effective or usable for resales;


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 each, a "Registration Default." If a Registration Default occurs and is continuing for a period of 90 days or more, then
the additional interest rate or additional distribution rate, as the case may be, will increase, from and after the 90th day of such Registration Default, by an additional 0.25% per year until such Registration Default has been cured;
provided, however, that neither the additional interest rate on the Debentures, nor the additional distribution rate on the liquidation amount of the Capital Securities, may exceed in the aggregate 0.50% per annum; provided,
further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf
Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Capital Securities, Exchange Guarantees and Exchange Debentures for all Capital Securities, Guarantees and Debentures tendered (in the case of clause
(iii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales (in the case of clause (iii)(B) above) or the reinstatement of the use thereof, additional interest on the
Debentures, and additional distributions on the liquidation amount of the Capital Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue or accumulate, as the case may be, and the
Debentures shall thereafter resume accruing interest at the rate of 6.95% per annum and the Capital Securities shall thereafter resume accumulating distributions at the rate of 6.95% per annum.
 Any amounts of additional interest
and additional distributions due pursuant to Section 2(e)(i), (ii), (iii) or (iv) above will be payable in cash on the next succeeding June 1 or December 1 as the case may be, to holders on the relevant record dates for the payment of interest and
distributions pursuant to the Indenture and the Declaration, respectively.
 	Specific Enforcement. Without limiting the remedies available to the Holders, the Company and the Trust acknowledge that any failure by the Company or the
Trust to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company's and the Trust's obligations under Section 2(a) and Section 2(b) hereof.


 	Distribution
of Subordinated Debentures. Notwithstanding any other provisions of this Agreement, in the event that Subordinated Debentures are distributed to holders of Capital Securities in liquidation of the Trust pursuant to the Declaration, (i) all
references in this Section 2 and in Section 3 to Securities, Registrable Securities and Exchange Securities shall not include the Capital Securities and Capital Securities Guarantee or the Exchange Capital Securities and Exchange Capital Securities
Guarantee issued or to be issued in exchange therefor in the Exchange Offer and (ii) all requirements for any action to be taken by the Trust in this Section 2 and in Section 3 shall cease to apply and all requirements for any action to be taken by
the Company in this Section 2 and in Section 3 shall apply to the Debentures and Exchange Debentures issued or to be issued in exchange therefor in the Exchange Offer.


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


 
 
	prepare and file with the SEC a
Registration Statement or, if required, Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within the relevant time period specified in Section 2 hereof on the appropriate form under the Securities Act, which form (i) shall be
selected by the Company and the Trust, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and, in the case of an Exchange Offer, be 11


 


 
 	available for the exchange of Registrable Securities, and (iii) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed
therewith; and use its reasonable good faith efforts to cause such Registration Statement to become effective and remain effective (and, in the case of a Shelf Registration Statement, usable for resales) in accordance with Section 2 hereof;
provided, however, that if (1) such filing is pursuant to Section 2(b), or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company and the Trust shall furnish to and afford the Holders of the
Registrable Securities (in the case of a filing pursuant to Section 2(b)) and each such Participating Broker-Dealer covered by an Exchange Offer Registration Statement who has provided the Company the notification referred to in Section 3(e) hereof,
their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of the Registration Statement and Prospectus or any amendments or supplements thereto proposed to be filed. The Company and the Trust shall not file any
Registration Statement or Prospectus or any amendments or supplements thereto in respect of which the Holders must be afforded an opportunity to review prior to the filing of such document if the Majority Holders or such Participating Broker-Dealer,
as the case may be, their counsel or the managing underwriters, if any, shall reasonably object;


  
	prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the Effectiveness Period or the Applicable Period, as the case may be; and cause each Prospectus to be supplemented, if so determined by the Company or the Trust or requested by the SEC, by
any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the Securities Act, and comply with the provisions of the Securities Act, the Exchange Act and the rules and
regulations promulgated thereunder applicable to it with respect to the disposition of all securities covered by each Registration Statement during the Effectiveness Period or the Applicable Period, as the case may be, in accordance with the
intended method or methods of distribution by the selling Holders thereof described in this Agreement (including sales by any Participating Broker-Dealer);


  
	in the case of a Shelf Registration, (i) notify each Holder
of Registrable Securities included in the Shelf Registration Statement, 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 Holder that the
distribution of Registrable Securities will be made in accordance with the method selected by the Majority Holders; and (ii) furnish to each Holder of Registrable Securities included in the Shelf Registration Statement and to each underwriter of an
underwritten offering of Registrable Securities, if any, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested) and as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request, in order to facilitate
the public sale or other disposition of the Registrable Securities; and (iii) consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities included in the Shelf Registration
Statement in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;


  
	use their reasonable good faith efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions by the time the applicable Registration Statement is declared effective by the SEC as any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an underwritten offering of Registrable


 12
  

 
 	Securities shall reasonably request in writing in advance of such date of effectiveness, and
do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided,
however, that the Company and the Trust 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), (ii) file
any general consent to service of process in any jurisdiction where it would not otherwise be subject to such service of process or (iii) subject itself to taxation in any such jurisdiction if it is not then so subject;


 

	in the case of (1) a Shelf Registration or (2) Participating Broker-Dealers from whom the Company or the Trust has received prior written notice that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as
provided in Section 3(r) hereof, are seeking to sell Exchange Securities and are required to deliver Prospectuses, promptly notify each Holder of Registrable Securities, or such Participating Broker-Dealers, as the case may be, and the managing
underwriters, if any, and promptly confirm such notice in writing (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 amendments and supplements to a Registration Statement or Prospectus or for additional information after the 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 qualification of the Registrable Securities or the Exchange Securities to be offered or sold by any Participating Broker-Dealer in any jurisdiction described in paragraph
3(d) hereof or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, 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 and the Trust contained in any purchase agreement, securities sales agreement or other similar agreement, cease to be true and correct in all material respects, (v) of the happening of any event or the
failure of any event to occur or the discovery of any facts or otherwise, during the Effectiveness Period, which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which causes such
Registration Statement or Prospectus to 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, and (vi) the Company and the Trust's reasonable
determination that a post-effective amendment to the Registration Statement would be appropriate;


  
	use their reasonable good faith efforts to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible time;


  
	cooperate with the 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 (except as may be required by law or currently prevailing interpretations of the staff of the SEC) and in such denominations (consistent with the provisions of the Indenture and the Declaration) and
registered in such names as the selling Holders or the underwriters may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities;


  
	in the case of a Shelf Registration
or an Exchange Offer Registration, promptly after the occurrence of any circumstance contemplated by Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, prepare a supplement or post-effective amendment to a Registration Statement or the related
Prospectus or any document 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 any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to notify each Holder to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, 13


  

 
 	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;


  
	obtain a CUSIP number for all Exchange Capital Securities and the Capital Securities (and, if the Trust has made a distribution of the Debentures to the Holders of the Capital Securities, the Debentures or
the Exchange Debentures) as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Securities or the Registrable Securities, as the case may be, in a form eligible
for deposit with the Depositary;


  
	at or before the effective time of the Exchange Offer or Shelf Registration Statement, cause the Indenture, the Declaration, the Guarantee and the Exchange Capital Securities
Guarantee to be qualified under the Trust Indenture Act of 1939 (the "TIA") in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, and effect such changes to such documents as may be
required for them to be so qualified in accordance with the terms of the TIA and execute, and use its reasonable good faith efforts to cause the relevant trustee to execute all documents as may be required to effect such changes and all other forms
and documents required to be filed with the SEC to enable such documents to be so qualified in a timely manner;


  
	in the case of a Shelf Registration, enter into such agreements (including underwriting agreements) as
are customary in underwritten offerings and take all such other appropriate actions in connection therewith as are reasonably requested by the Holders of at least 25% in aggregate principal or liquidation amount, as the case may be, of the
Registrable Securities in order to expedite or facilitate the registration or the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an
underwritten registration, if requested by either (x) an Initial Purchaser in the case where such Initial Purchaser holds Securities acquired by it as part of its initial placement, or (y) Holders of at least 25% in aggregate principal or
liquidation amount, as the case may be, of the Registrable Securities covered thereby: (i) make such representations and warranties to Holders of such Registrable Securities and the underwriters (if any), with respect to the business of the Trust,
the Company and its subsidiaries as then conducted and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and the Trust and updates thereof (which may be in the form of a reliance letter) in form and substance reasonably satisfactory to the
managing underwriters (if any) and the Holders of a majority in aggregate principal or liquidation amount, as the case may be, of the Registrable Securities being sold, addressed to each selling Holder and the underwriters (if any) covering the
matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters (it being agreed that the matters to be covered by such opinion may be subject to customary
qualifications and exceptions); (iii) obtain "comfort" letters and updates thereof in form and substance reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company and the Trust (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company and the Trust or of any business acquired by the Company and the Trust for which financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters in connection with underwritten offerings and such other
matters as reasonably requested by such underwriters in accordance with Statement on Auditing Standards No. 72; and (iv) if an underwriting agreement is entered into, the same shall contain expense reimbursement, indemnification provisions and
procedures which are substantially comparable to those set forth in Section 4 hereof (or such other provisions and procedures acceptable to the Company and the Trust and the Holders of a majority in aggregate principal or liquidation amount, as the
case may be of Registrable Securities covered by such Registration Statement and the managing 


 14
 
  
	underwriters or agents) with respect to all parties to be indemnified pursuant to said
Section (including, without limitation, such underwriters and selling Holders); and in the case of an underwritten registration, the above requirements shall be satisfied at each closing under the related underwriting agreement or as and to the
extent required thereunder;


  
	if (1) a Shelf Registration is filed pursuant to Section 2(b) or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make reasonably available for inspection by any selling Holder of such Registrable Securities being sold, or
each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be, or underwriter (collectively, the "Inspectors"), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and
properties of the Trust, the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees
of the Trust, the Company and its subsidiaries to supply all relevant information in each case reasonably requested by any such Inspector in connection with such Registration Statement provided, however, that the foregoing inspection
and information gathering shall be coordinated on behalf of the Holders by the Company and the Trust. Records which the Company and the Trust determine, in good faith, to be confidential and any records which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement, (ii) the information in such Records is required to
be disclosed by applicable law or regulation or by legal process or is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or government or regulatory body or is necessary in connection with any action, suit or
proceeding or (iii) the information in such Records has been made generally available to the public. Each selling Holder of such Registrable Securities and each such Participating Broker-Dealer will be required to agree in writing that information
obtained by it as a result of such inspections shall be deemed confidential and shall not engage in any market transactions in the securities of the Trust or the Company on the basis of such information unless and until such information is made
generally available to the public through no fault of the Inspectors or a selling Holder. Each selling Holder of such Registrable Securities and each such Participating Broker-Dealer will be required to further agree in writing that it will, upon
learning that disclosure of such Records is sought in a court of competent jurisdiction or in connection with any action, suit or proceeding, give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent
disclosure of the Records deemed confidential;


  
	comply with all applicable rules and regulations of the SEC so long as any provision of this Agreement shall be applicable and make generally available to its
securityholders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 75
days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii)
if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods, provided that the
obligations under this paragraph shall be satisfied by the timely filing of quarterly and annual reports on Forms 10-Q and 10-K under the Exchange Act;


  
	upon consummation of an Exchange Offer or Private Exchange
Offer, if requested by a Trustee, obtain an opinion of counsel to the Company addressed to the Trustee to the effect 15


 
  
	that (i) each of the Company and the Trust, as the case requires, has duly authorized,
executed and delivered the Exchange Securities and (ii) each of the Exchange Securities or Private Exchange Securities, as the case may be, constitutes the legal, valid and binding obligation of the Company or the Trust, as the case requires,
enforceable against the Company or the Trust, as the case requires, in accordance with its respective terms (in each case, with customary exceptions);


  
	if an Exchange Offer or Private Exchange Offer is to be
consummated, upon delivery of the Registrable Securities by Holders to the Company or the Trust, as applicable (or to such other Person as directed by the Company or the Trust, respectively), in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be, the Company or the Trust, as applicable, shall mark, or cause to be marked, on such Registrable Securities delivered by such Holders that such Registrable Securities are being cancelled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, it being understood that in no event shall such Registrable Securities be marked as paid or otherwise satisfied;


  
	cooperate with each seller
of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the
NASD;


  
	take all other steps necessary to effect the registration of the Registrable Securities covered by a Registration Statement contemplated hereby;


  
	in the case of the
Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," which section shall be reasonably acceptable to the Initial Purchasers and which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer (a "Participating Broker-Dealer") that holds Registrable Securities acquired for its own account
as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such broker-dealer in the Exchange Offer, including
a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), 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 Participating Broker-Dealer may reasonably request (each of the Company and the Trust hereby consents to the use of the
Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto by any Person subject to the prospectus delivery requirements of the Securities Act, including all Participating Broker-Dealers, in
connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto), (iii) use their reasonable good faith efforts to keep the Exchange Offer Registration Statement effective and to amend
and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such Persons must comply with
such requirements under the Securities Act and applicable rules and regulations in order to resell the Exchange Securities; provided, however, that such period shall not be required to exceed 180 days following the expiration of the
Exchange Offer (or such longer period if extended pursuant to the last sentence of Section 3 hereof) (the "Applicable Period"), and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order
to participate in the Exchange Offer (x) the following provision or the substance thereof:


 16
 
 "If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own
account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of such Registrable
Securities pursuant to the Exchange Offer";
 and (y) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable
Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act; and
 

 
	in the case of any Exchange Offer Registration Statement, the Company and
the Trust agree to deliver to an appropriate representative of the Participating Broker-Dealers if requested by such representative of such Participating Broker-Dealers, on behalf of such Participating Broker-Dealers upon consummation of the
Exchange Offer (i) an opinion of counsel in form and substance reasonably satisfactory to such representative of the Participating Broker-Dealers, covering the matters customarily covered in opinions requested in connection with Exchange Offer
Registration Statements and such other matters as may be reasonably requested (it being agreed that the matters to be covered by such opinion may be subject to customary qualifications and exceptions), (ii) an officers' certificate containing
certifications substantially similar to those set forth in Section 5 of the Purchase Agreement and such additional certifications as are customarily delivered in a public offering of debt securities and (iii) as well as upon the effectiveness of the
Exchange Offer Registration Statement, a comfort letter, in each case, in customary form if permitted by Statement on Auditing Standards No. 72.


    In the case of (1) a Shelf Registration Statement or (2)
Participating Broker-Dealers who have notified the Company and the Trust that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(r) hereof, are seeking to sell Exchange Securities
and are required to deliver Prospectuses each Holder agrees that, upon receipt of any notice from the Company or the Trust of the happening of any event of the kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder
will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(h) hereof or until it is advised in
writing (the "Advice") by the Company and the Trust that the use of the applicable Prospectus may be resumed, and, if so directed by the Company and the Trust, such Holder will deliver to the Company or the Trust (at the Company's or the
Trust's expense, as the case requires) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Exchange Securities, as the case may be,
current at the time of receipt of such notice. If the Company or the Trust shall give any such notice to suspend the disposition of Registrable Securities or Exchange Securities, as the case may be, pursuant to a Registration Statement, the Company
and the Trust shall use their reasonable good faith efforts to file and have declared effective (if an amendment) as soon as practicable after the resolution of the related matters an amendment or supplement to the Registration Statement and shall
extend the period during which such Registration Statement shall be maintained effective and usable for resales pursuant to this Agreement by the number of days in the period from and including the date of the giving of such notice to and including
the date when the Company and the Trust shall have made available to the Holders (x) copies of the supplemented or amended Prospectus necessary to resume such dispositions or (y) the Advice.
 17
  

 


 	Indemnification and Contribution. In connection with any Registration Statement, the Company and the Trust shall, jointly and severally, indemnify and hold harmless the Initial Purchasers, each Holder, each
underwriter who participates in an offering of the Registrable Securities, each Participating Broker-Dealer, each Person, if any, who controls any of such parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act and each of their respective directors, officers, partners, employees and agents, as follows:


 
	from and against any and all loss, liability, claim, damage and expense whatsoever, joint or several, as incurred,
arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), covering Registrable Securities or Exchange Securities, as applicable, including all documents
incorporated therein by reference, or the 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 Prospectus (or any amendment or supplement thereto) or the 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;


  
	from and against any and all loss, liability, claim, damage and expense whatsoever, joint or several, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any court or 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
in the Registration Statement, if such settlement is effected with the prior written consent of the Company; and


  
	from and against any and all expenses whatsoever as incurred (including the fees and disbursements of
counsel) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any court or 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) of this Section 4(a);


  provided, however, that
this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in
writing to the Company or the Trust by such Holder, such Participating Broker-Dealer or any underwriter with respect to such Holder, Participating Broker-Dealer or any underwriter, as the case may be, expressly for use in the Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). 
  
	Each Holder, underwriter or Participating Broker-Dealer agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Trust, and each of their respective directors, officers (including each officer of the Company and the Trust who signed the Registration Statement), employees and agents and each Person, if any, who controls the Company or the Trust, any other
Holder, underwriter or Participating Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all loss, liability, claim, damage and expense whatsoever described in the
indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company or the Trust by such Holder, underwriter or Participating Broker-Dealer expressly for use in the Registration Statement 18


  

 
  
	(or any amendment thereto), or any such Prospectus (or any amendment or supplement thereto); provided, however, that, in the case of Shelf Registration Statement, no such
Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement.


  
	Each indemnified
party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, enclosing a copy of all papers properly served on such indemnified party, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability which it may have under this Section 4, except to the extent that it is materially prejudiced by such failure. An indemnifying party may participate at its own expense
in the defense of any such action, or, if it so elects within a reasonable time after receipt of such notice, assume the defense of any suit brought to enforce any such claim; but if it so elects to assume the defense, such defense shall be
conducted by counsel chosen by it and approved by the indemnified party or parties, which approval shall not be unreasonably withheld. In the event that an indemnifying party elects to assume the defense of any such suit and retain such counsel, the
indemnified party or parties shall bear the fees and expenses of any additional counsel thereafter retained by such indemnified party or parties; provided, however, that the indemnified party or parties shall have the right to employ counsel (in
addition to local counsel) to represent the indemnified party or parties who may be subject to liability arising out of any action in respect of which indemnity may be sought against the indemnifying party if, in the reasonable judgment of counsel
for the indemnified party or parties, there may be a conflict of interest such that multiple representation would violate the Code of Professional Responsibility or like governing rules, in which event the fees and expenses of appropriate separate
counsel shall be borne by the indemnifying party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to local counsel), separate from its 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 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional written release in
form and substance satisfactory to the indemnified parties 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.


  
	If at any time an indemnified party shall have validly requested an indemnifying party to reimburse the indemnified party for reasonable fees
and expenses of counsel pursuant to Section 4(a), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.


  
	In order to provide for just and equitable contribution in circumstances
under which any of the indemnity provisions set forth in this Section 4 is for any reason held to be unavailable to the indemnified parties although applicable in accordance with its terms, the Company, the Trust, and the Holders shall contribute to
the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company, the Trust, and the Holders, as incurred; provided that no Person guilty of fraudulent
misrepresentation (within the meaning of 


 19
  

 
  
	Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person that was not guilty of such
fraudulent misrepresentation. As between the Company, the Trust, and the Holders, such parties shall contribute to such aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company and Trust, on the one hand, and the Holders, on the other hand, with respect to the statements or omissions which resulted in such loss, liability, claim, damage or
expense, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault of the Company and the Trust, on the one hand, and of the Holders, 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 the omission or alleged omission to state a material fact relates to information supplied by the Company or the Trust, on the one hand, or by or on behalf of the Holders,
on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Trust and the Holders of the Registrable Securities agree that it would not be just
and equitable if contribution pursuant to this Section 4 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the relevant equitable considerations. For purposes of this Section 4, each
affiliate of a Holder, and each director, officer, partner, employee, agent and Person, if any, who controls a Holder or such affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Holder, and each director of each of the Company or the Trust, each officer of each of the Company or the Trust who signed the Registration Statement, and each Person, if any, who controls each of the Company and the
Trust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as each of the Company or the Trust.


  	Participation in Underwritten Registrations.
No Holder 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 reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such underwriting
arrangements.


 	Selection of Underwriters. The Holders of Registrable Securities covered by the Shelf Registration Statement who desire to do so may sell the securities covered by such Shelf Registration in an underwritten
offering, subject to the provisions of this agreement. In any such underwritten offering, the underwriter or underwriters and manager or managers that will administer the offering will be selected by the Holders of at least 25% in aggregate
principal or liquidation amount of the Registrable Securities, as applicable, included in such offering; provided, however, that such underwriters and managers must be of national reputation and satisfactory to the Company and the
Trust.


 	Miscellaneous.


 	Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable
Securities remain outstanding, each of the Company and the Trust, as the case may be, will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by
the SEC thereunder. Each of the Company and the Trust also agree that if it ceases to be so required to file such reports, it will, upon the request of any Holder of Registrable Securities during any time period prior to the expiration of the Rule
144(k) Period (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales of
its securities pursuant to Rule 144A under the Securities Act, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such 

20
  

 
  
	Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be
amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the
Company and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements.


 	No Inconsistent Agreements. The Company or the Trust has not entered into nor will the Company or
the Trust 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. The rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's or the Trust's other issued and outstanding securities under any such agreements.



	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 and the Trust has obtained the written consent of Holders of at least a majority in aggregate principal or liquidation amount, as applicable, of the outstanding Registrable Securities affected by such amendment, modification, supplement,
waiver or departure; provided, that no amendment, modification or supplement or waiver or consent to the departure with respect to the provisions of Section 4 hereof which materially adversely affects the rights of any Holder of Registrable
Securities shall be effective as against such Holder of Registrable Securities unless consented to in writing by such Holder of Registrable Securities. Notwithstanding the foregoing sentence, (i) this Agreement may be amended, without the consent of
any Holder of Registrable Securities, by written agreement signed by the Company, the Trust and Initial Purchasers, to cure any ambiguity, correct or supplement any provision of this Agreement that may be inconsistent with any other provision of
this Agreement or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with other provisions of this Agreement, (ii) this Agreement may be amended, modified or supplemented,
and waivers and consents to departures from the provisions hereof may be given, by written agreement signed by the Company, the Trust and Initial Purchasers to the extent that any such amendment, modification, supplement, waiver or consent is, in
their reasonable judgment, necessary or appropriate to comply with applicable law (including any interpretation of the Staff of the SEC) or any change therein and (iii) to the extent any provision of this Agreement relates to the Initial Purchasers,
such provision may be amended, modified or supplemented, and waivers or consents to departures from such provisions may be given, by written agreement signed by Initial Purchasers, the Company and the Trust.


 	Notices. All
notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, facsimile, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Company or the Trust by means of a notice given in accordance with the provisions of this Section 7(d), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement;
and (ii) if to the Company or the Trust, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(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, postage prepaid, if mailed; when answered back,
if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 
 21
  

 
 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.
 	Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of the Initial Purchasers, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement, the Declaration 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 and such Person shall be entitled to receive the benefits hereof.


 	Third Party Beneficiary. Each Holder and any underwriter or
Participating Broker-Dealer shall be a third party beneficiary of the agreements made hereunder between the Company and the Trust, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to
the extent they deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.


 	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.


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


 	GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 	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.


 	Securities Held by the Company, the Trust or its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held
by the Company, the Trust or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.


 
  22
  

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

	 	  FIRST MIDWEST BANCORP, INC.
 
 
 By:  /s/ John M. O'Meara
 Name: John M. O'Meara
 Title: President and Chief Executive Officer 
	 	  FIRST MIDWEST CAPITAL TRUST I
 
 
 By:  /s/ Michael L. Scudder
 Name: Michael L. Scudder
 Title: Executive Vice President and 
  Chief Financial Officer


  23  

 
 
 
	  Confirmed and accepted as of the date first above written by the undersigned:
 
 KEEFE, BRUYETTE & WOODS, INC.
 
 
 By:  /s/ Daniel D. Floyd
 Daniel D. Floyd

Vice President 	 
	  LEHMAN BROTHERS INC. By:  /s/ Martin Goldberg
 Name: Martin Goldberg
 Title: Senior Vice President 
	 
	  HOWE BARNES INVESTMENTS, INC. By:    /s/ Glenn C. Harris
 Name: Glenn C. Harris
 Title: Senior Vice President 
	 
	  MCDONALD INVESTMENTS INC. By:  /s/ Scott Brown
 Name: Scott Brown
 Title: Managing Director 
	 
	  OPPENHEIMER & CO. INC. By:    /s/ Jason D. Janosz
 Name: Jason D. Janosz
 Title: Senior Vice President 
	 
	  RAYMOND JAMES & ASSOCIATES, INC. By:    /s/ William E. Waldeck
 Name: William E. Waldeck
 Title: Managing Director 
	 
	 SANDLER O'NEILL & PARTNERS, L.P. By:  __/s/ Catherine A. Lawton
 Name: Catherine A. Lawton
 Title: Vice President 
	 
	  STIFEL, NICOLAUS & COMPANY, INCORPORATED 
By:  __/s/ Mark J. Ross
 Name: Mark J. Ross
 Title: Managing Director 
	 

  24
  

 
  annex a  Keefe, Bruyette & Woods, Inc.
 Lehman Brothers
Inc.
 Howe Barnes Investments, Inc.
 McDonald Investments Inc.
 Oppenheimer & Co. Inc.
 Raymond James & Associates, Inc.
 Sandler
O'Neill & Partners, L.P.
 Stifel Nicolaus & Company, Incorporated
 25