EXHIBIT 4.3


                          REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of October 16, 2002 by and among Astoria Financial Corporation,
a Delaware corporation (the "COMPANY"), and the Initial Purchasers (as
hereinafter defined).

          This Agreement is made pursuant to the Purchase Agreement dated
October 8, 2002 (the "PURCHASE AGREEMENT"), by and among the Company, as issuer
of $200,000,000 aggregate principal amount of 5.75% Senior Notes due 2012 (the
"NOTES"), and the Initial Purchasers, which provides for, among other things,
the sale by the Company to the Initial Purchasers of the aggregate principal
amount of Notes specified therein. In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Company has agreed to provide to 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:

          1. 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(u) hereof.

     "AFFILIATE" has the meaning given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.

     "APPLICABLE PERIOD" shall have the meaning set forth in Section 3(u)
hereof.

     "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday, or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed.

     "CLOSING DATE" shall mean October 16, 2002, the initial date of delivery of
the Notes from the Company to the Initial Purchasers.

     "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

     "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; PROVIDED, HOWEVER, that such depositary
must have an address in the Borough of Manhattan, 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.




<PAGE>

     "EXCHANGE NOTES" shall mean the 5.75% Senior Notes due 2012 issued by the
Company under the Indenture containing terms identical in all material respects
to the Notes (except that (i) interest thereon shall accrue from the last date
on which interest was paid or duly provided for on the Notes or, if no such
interest has been paid, from the date of their original issue, (ii) they will
not contain terms with respect to transfer restrictions under the Securities
Act, and (iii) they will not provide for any Special Interest Premium thereon).

     "EXCHANGE OFFER" shall mean the offer by the Company to the Holders to
exchange all of the Registrable Notes held by each such Holder for a like amount
of Exchange Notes 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 documents incorporated by reference therein.

     "EXCHANGE PERIOD" shall have the meaning set forth in Section 2(a) hereof.

     "HOLDER" shall mean any Initial Purchaser, for so long as it owns any
Registrable Notes, and each of its successors, assigns and direct and indirect
transferees who become registered owners of Registrable Notes under the
Indenture.

     "INDENTURE" shall mean the Indenture, dated as of October 16, 2002, between
the Company, as issuer, and Wilmington Trust Company, as trustee, as the same
may be amended or supplemented from time to time in accordance with the terms
thereof.

     "INITIAL PURCHASERS" shall mean Lehman Brothers Inc., J.P. Morgan
Securities Inc., Sandler O'Neill & Partners, L.P. and Bear Stearns & Co. Inc.

     "INSPECTORS" shall have the meaning set forth in Section 3(p) hereof.

     "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Notes.

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

     "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in Section
3(u) hereof.

     "PERSON" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability company, or a government or
agency or political subdivision thereof or other legal entity.

     "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 Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments
to the related Registration Statement, and in each case including all documents
incorporated by reference therein.



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<PAGE>

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

     "RECORDS" shall have the meaning set forth in Section 3(p) hereof.

     "REGISTRABLE NOTES" shall mean each Note, until the earliest to occur of
(a) the date on which such Note has been exchanged by a Person other than a
Participating Broker-Dealer for Exchange Notes in the Exchange Offer, (b)
following the exchange by a Participating Broker-Dealer in the Exchange Offer of
such Note for one or more Exchange Notes, the date on which such Exchange Notes
are sold to a purchaser in accordance with the Exchange Offer Registration
Statement, (c) the date on which such Note has been registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement and (d) the date on which such Note is eligible to be distributed to
the public pursuant to Rule 144(k) under the Securities Act.

     "REGISTRATION EXPENSES" shall mean any and all expenses incident to the
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC and 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 Notes 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 one counsel for all underwriters and
Holders as a group in connection with blue sky qualification of any of the
Exchange Notes or Registrable Notes) 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, Notes sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements
of counsel for the Company and of the independent certified public accountants
of the Company and its subsidiaries, including the expenses of any "cold
comfort" letters required by or incident to the performance of and compliance
with this Agreement, and (vi) the reasonable fees and expenses of the Trustee
and its counsel and any exchange agent or custodian.

     "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any of the Exchange Notes or Registrable Notes 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
documents incorporated by reference therein.



                                       3
<PAGE>

     "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 Closing Date.

     "SEC" shall mean the Securities and Exchange Commission.

     "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 pursuant to the provisions of Section 2(b) hereof which covers
all of the Registrable Notes (except Registrable Notes which the Holders have
elected not to include in such Shelf Registration Statement or the Holders of
which have not complied with their obligations under the penultimate paragraph
of Section 3 hereof or under the first paragraph of Section 2(b) hereof) on an
appropriate form 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
documents incorporated by reference therein.

     "SPECIAL INTEREST PREMIUM" shall have the meaning set forth in Section 2(e)
hereof.

     "SUSPENSION PERIOD" shall have the meaning set forth in Section 3(k)
hereof.

     "TIA" shall have the meaning set forth in Section 3(m) hereof.

     "TRUSTEE" shall mean the trustee under the Indenture.

          2. REGISTRATION UNDER THE SECURITIES ACT.

          (a) EXCHANGE OFFER. Except as set forth in Section 2(b) below, the
Company shall, for the benefit of the Holders, at the Company's cost, (i) file
with the SEC within 120 calendar days after the Closing Date an Exchange Offer
Registration Statement relating to the Exchange Offer, (ii) use its reasonable
best 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
180 calendar days after the Closing Date, and (iii) provided such Exchange Offer
Registration Statement has been declared effective under the Securities Act by
the SEC, commence the Exchange Offer and keep the Exchange Offer open for not
less than 30 calendar days, or longer if required by applicable law, after the
date on which such Registration Statement was declared effective by the SEC
(such period referred to herein as the "EXCHANGE PERIOD") and at the termination
thereof issue Exchange Notes in exchange for all Registrable Notes validly
tendered prior thereto in the Exchange Offer.

          In connection with the Exchange Offer, the Company shall:



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<PAGE>

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

     (ii) utilize the services of the Depositary for the Exchange Offer with
respect to Notes represented by a global certificate;

     (iii) permit Holders to withdraw tendered Registrable Notes at any time
prior to the close of business, New York City time, on the last Business Day of
the Exchange Period, by sending to the institution specified in the notice to
Holders a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Notes delivered for
exchange, and a statement that such Holder is withdrawing its election to have
such Registrable Notes exchanged;

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

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

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

     (i) accept for exchange all Registrable Notes or portions thereof duly
tendered and not validly withdrawn pursuant to the Exchange Offer in accordance
with the terms of the Exchange Offer Registration Statement and letter of
transmittal;

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

     (iii) issue, and cause the Trustee under the Indenture to promptly
authenticate and deliver to each Holder, Exchange Notes equal in principal
amount to the principal amount of the Notes as are surrendered by such Holder.

          Interest on each Exchange Note issued pursuant to the Exchange Offer
will accrue from the last date on which interest was paid or duly provided for
on the Note surrendered in exchange therefor or, if no interest has been paid on
such Note, from the date of original issue of such Note. To the extent not
prohibited by any judicial order, judgment, law, regulation or applicable
interpretation of the staff of the SEC, the Company shall use reasonable best
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 and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions other than those
conditions that are customary in similar exchange offers, except as may be
required by applicable law. Each Holder of Registrable Notes who wishes to
exchange such Registrable Notes for Exchange Notes 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 Company, (ii)
it is not a broker-dealer tendering Registrable Notes



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<PAGE>

acquired directly from the Company, (iii) the Notes being exchanged, and the
Exchange Notes to be received, by it have been or are being acquired in the
ordinary course of its business and (iv) at the time of the Exchange Offer, it
has no arrangements or understandings with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes.
The Company shall inform the Initial Purchasers, after consultation with the
Trustee, of the names and addresses of the Holders to whom the Exchange Offer is
made, and the Initial Purchasers shall have the right to contact such Holders in
order to facilitate the tender of Registrable Notes in the Exchange Offer.

          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 Exchange Notes held by Initial Purchasers and
Participating Broker-Dealers, and the Company shall have no further obligation
to register the Registrable Notes held by any other Holder pursuant to Section
2(b) of this Agreement.

          (b) SHELF REGISTRATION. If (i) because of any change in law,
regulation or in currently prevailing interpretations thereof by the staff of
the SEC, the Company is not permitted to effect the Exchange Offer as
contemplated by Section 2(a) hereof or (ii) after commencement but prior to
consummation of the Exchange Offer, any Holder of Registrable Notes shall notify
the Company (A) that such Holder is prohibited by applicable law or SEC policy
from participating in the Exchange Offer, (B) that such Holder may not resell
the Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) that such Holder is a broker-dealer and holds Notes acquired
directly from the Company or one of its Affiliates (any of the events specified
in (i), (ii) or (iii) being a "SHELF REGISTRATION EVENT", and the date of
occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), then in addition to or
in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the
case may be, the Company shall promptly notify the Holders in writing thereof
and shall, at its cost, file as promptly as practicable after such Shelf
Registration Event Date and, in any event, within 45 days after such Shelf
Registration Event Date, a Shelf Registration Statement providing for the sale
by the Holders of all of the Registrable Notes (other than Registrable Notes
owned by Holders who have elected not to include such Registrable Notes in such
Shelf Registration Statement or who have not complied with their obligations
under the penultimate paragraph of Section 3 hereof or under this paragraph),
and shall use its reasonable best efforts to cause such Shelf Registration
Statement to be declared effective by the SEC as soon as practicable and, in any
event, on or before the 90th day after the Shelf Registration Event Date or, if
later, the 180th day after the Closing Date. No Holder of Registrable Notes
shall be entitled to include any of its Registrable Notes in any Shelf
Registration pursuant to this Agreement unless and until such Holder furnishes
to the Company in writing, within 15 days after receipt of a request therefor,
such information as the Company 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 such Shelf Registration Statement or
Prospectus. Each Holder as to which any Shelf Registration is being effected
agrees to furnish to the Company, without request and as soon as practicable,
all information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.



                                       6
<PAGE>

          The Company agrees to use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective and the Prospectus included
therein usable for resales for the earlier of (x) the expiration of the Rule
144(k) Period or (y) such time as all of the Notes covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or otherwise cease to be Registrable Notes (the period from the
effective date of the Shelf Registration Statement until the earlier of the
events described in clauses (x) or (y) being the "EFFECTIVENESS PERIOD"). The
Company shall not permit any securities other than Registrable Notes to be
included in the Shelf Registration. The Company will, in the event a Shelf
Registration Statement is declared effective, provide to each Holder of
Registrable Notes covered thereby, a reasonable number of copies of the
Prospectus which is a part of the Shelf Registration Statement, notify each such
Holder when the Shelf Registration has become effective and take any other
action required to permit unrestricted resales of the Registrable Notes. The
Company further agrees 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 agrees to furnish to the Holders of Registrable
Notes covered by such Shelf Registration Statement a reasonable number copies of
any such supplement or amendment promptly after its being filed with the SEC.

          (c) EXPENSES. The Company shall pay all Registration Expenses in
connection with any Registration Statement filed pursuant to Section 2(a) and/or
2(b) hereof and will reimburse the Initial Purchasers for the reasonable fees
and disbursements of Simpson Thacher & Bartlett incurred in connection with the
Exchange Offer and the Shelf Registration Statement, as applicable. 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 Notes pursuant to the Shelf
Registration Statement.

          (d) 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 Notes pursuant
to such Exchange Offer Registration Statement or Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Exchange Offer
Registration Statement or Shelf Registration Statement will be deemed not to
have been effective during the period beginning upon the commencement of such
interference and ending at the time the offering of Registrable Notes pursuant
to such Registration Statement may legally resume. The Company will be deemed
not to have used its reasonable best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if it voluntarily
and knowingly takes any action that results in any such Registration Statement
not being declared effective or that results in the otherwise eligible Holders
of Registrable Notes covered thereby not being able to exchange or offer and
sell such Registrable Notes during that period, unless such action is required
by applicable law or regulation.

          (e) SPECIAL INTEREST PREMIUM. In the event that:



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<PAGE>

               (i) the Exchange Offer Registration Statement is not filed with
the SEC on or prior to the 120th day after the Closing Date, then, commencing on
the 121st day after the Closing Date, a special interest premium shall accrue on
the principal amount of the Notes at a rate of 0.50% per annum (the "SPECIAL
INTEREST PREMIUM");

               (ii) the Exchange Offer Registration Statement is not declared
effective by the SEC on or prior to the 180th day after the Closing Date, then,
commencing on the 181st day after the Closing Date, the Special Interest Premium
shall accrue on the principal amount of the Notes;

               (iii) the Company has not consummated the Exchange Offer on or
before the 45th day after the Exchange Offer Registration Statement is declared
effective by the SEC, then, commencing on the 46th day after such effective
date, the Special Interest Premium shall accrue on the principal amount of the
Notes;

               (iv) the Shelf Registration Statement is required to be filed
pursuant to Section 2(b) but is not declared effective by the SEC on or before
the later of (A) the 90th day after the Shelf Registration Event Date and (B)
the 180th day after the Closing Date, then, commencing on the 91st day after the
Shelf Registration Event Date or the 181st day after the Closing Date, as the
case may be, the Special Interest Premium shall accrue on the principal amount
of the Notes.

               (v) the Shelf Registration Statement or the Exchange Offer
Registration Statement, as the case may be, has been declared effective and,
other than as a result of the commencement of a Suspension Period in accordance
with Section 3(k), such Registration Statement ceases to be continuously
effective or the Prospectus contained in such Registration Statement ceases to
be usable for resales at any time prior to the expiration of the Effectiveness
Period (in the case of a Shelf Registration Statement) or the Applicable Period
(in the case of an Exchange Offer Registration Statement) without being
succeeded within five Business Days by a post-effective amendment to such
Registration Statement or a report filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in
the case of a post-effective amendment, is itself immediately declared
effective, then the Special Interest Premium shall accrue on the principal
amount of the Registrable Notes covered by such Registration Statement
commencing on the 6th business day after such Registration Statement ceases to
be effective or the Prospectus ceases to be usable for resales; PROVIDED,
HOWEVER, that no Special Interest Premium shall accrue pursuant to this clause
(v) either (A) prior to the consummation of the Exchange Offer or (B) on
Registrable Notes held by Persons other than Participating Broker-Dealers, in
either case solely because the Exchange Offer Registration Statement has ceased
to be effective or the Prospectus contained therein has ceased to be usable for
resales; and

               (vi) (A) prior to or on the 45th or 75th day, as the case may be,
of any Suspension Period, such suspension has not been terminated or (B)
Suspension Periods exceed an aggregate of 90 days in any 360 day period or an
aggregate of 45 days (or 75 days, as applicable) in any 90-day period, then the
Special Interest Premium shall accrue on the principal amount of the Registrable
Notes at a rate of 0.50% per annum commencing upon the day following such 45th,
75th or 90th day, as the case may be;



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<PAGE>

PROVIDED, HOWEVER, that the aggregate amount of the Special Interest Premium in
respect of the Notes may not exceed 0.50% per annum (regardless of whether
multiple events triggering a Special Interest Premium under this subsection (e)
exist); PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the Exchange
Offer Registration Statement (in the case of clause (i) above), (2) upon the
effectiveness of the Exchange Offer Registration Statement (in the case of
clause (ii) above), (3) upon the consummation of the Exchange Offer (in the case
of clause (iii) above), (4) upon the effectiveness of the Shelf Registration
Statement (in the case of clause (iv) above) and (5) upon the earlier of (x)
such time as the Registration Statement which had ceased to remain effective or
the Prospectus which had ceased to be usable for resales again becomes effective
and usable for resales, as applicable, (y) except with respect to Exchange Notes
held by a Participating Broker-Dealer, the expiration of the Effectiveness
Period and (z) with respect to Exchange Notes held by a Participating
Broker-Dealer, such time as the Participating Broker-Dealer may resell the
Exchange Notes pursuant to the exemption provided by Section 4(3) of the
Securities Act (in the case of each of clauses (v) and (vi) above), the Special
Interest Premium on the principal amount of the Notes as a result of such clause
(or the relevant subclause thereof) shall cease to accrue;

PROVIDED, FURTHER, HOWEVER, that if the Exchange Offer Registration Statement is
not declared effective by the SEC on or prior to the 180th day after the Closing
Date and the Company shall request Holders to provide the information required
by the SEC for inclusion in the Shelf Registration Statement, the Notes owned by
Holders who do not provide such information when required pursuant to Section
2(b) will not be entitled to any Special Interest Premium for any day after the
180th day after the Closing Date, regardless of the existence of any events
which would otherwise trigger a Special Interest Premium under this subsection
(e) for such Holders.

     Any Special Interest Premium due pursuant to Section 2(e)(i), (ii), (iii),
(iv), (v) or (vi) above will be payable in cash on the next succeeding April 15
or October 15, as the case may be, to eligible Holders (as determined under this
subsection (e)) on the relevant record dates for the payment of interest
pursuant to the Indenture.

          (f) SPECIFIC ENFORCEMENT. Without limiting the remedies available to
the Holders, the Company acknowledges that any failure by the Company 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 obligations
under Section 2(a) and Section 2(b) hereof.

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

          (a) prepare and file with the SEC a Registration Statement or
          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 shall (i) be
          selected by the Company, (ii) in the case of a Shelf Registration, be
          available for the sale of the Registrable Notes by the selling



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<PAGE>

          Holders thereof and, in the case of an Exchange Offer, be available
          for the exchange of Registrable Notes, and (iii) 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 best efforts to cause such
          Registration Statement to become effective and remain effective (and,
          in the case of a Shelf Registration Statement, the Prospectus to be
          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 Notes, before filing any Registration Statement or Prospectus
          or any amendments or supplements thereto, the Company shall furnish to
          and afford the Holders of the Registrable Notes and each such
          Participating Broker-Dealer, as the case may be, covered by such
          Registration Statement, their counsel and the managing underwriters,
          if any, a reasonable opportunity to review (for up to five Business
          Days) copies of all such documents (including copies of any documents
          to be incorporated by reference therein and all exhibits thereto)
          proposed to be filed; and the Company 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 of the
          Registrable Notes the Holders of which must be afforded the
          opportunity of such review, or such Participating Broker-Dealer, as
          the case may be, their counsel or the managing underwriters, if any,
          shall reasonably object in a timely manner;

          (b) 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 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 Notes 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);

          (c) in the case of an Exchange Offer Registration Statement, if,
          because of a change in law, regulation or in currently prevailing
          interpretations thereof by the staff of the SEC after the date hereof,
          in the reasonable opinion of counsel to the Company there is a genuine
          question as to whether or not the Exchange Offer is permitted by the
          federal securities laws, promptly seek a no-action letter or other
          appropriate guidance from the SEC allowing the Company to consummate
          an Exchange Offer for such Notes. The Company hereby agrees to use its
          reasonable efforts to pursue the issuance of such guidance to the SEC
          staff level but shall not



                                       10
<PAGE>

          be required to make commercially unreasonable efforts to effect a
          change of SEC policy. The Company hereby agrees, however, to
          diligently pursue a resolution (which need not be favorable) by the
          SEC staff of such submission. Assuming compliance by the Company with
          the foregoing, the failure to obtain such resolution by the 180th day
          following the Closing Date shall constitute a Shelf Registration Event
          under clause (i) of Section 2(b) hereof and therefore no Special
          Interest Premium shall accrue pursuant to Section 2(e)(i) or 2(e)(ii)
          hereof;

          (d) [Reserved];

          (e) in the case of a Shelf Registration, (i) notify each Holder of
          Registrable Notes included in the Shelf Registration Statement, at
          least three Business Days prior to filing, that a Shelf Registration
          Statement with respect to the Registrable Notes is being filed and
          advising such Holder that the distribution of Registrable Notes will
          be made in accordance with the method selected by the Majority Holders
          of the Registrable Notes, (ii) furnish to each Holder of Registrable
          Notes included in the Shelf Registration Statement and to each
          underwriter of an underwritten offering of Registrable Notes, if any,
          without charge, as many copies of each Prospectus, including each
          preliminary prospectus, and any amendment or supplement thereto, and
          such other documents as such Holder or underwriter may reasonably
          request, in order to facilitate the public sale or other disposition
          of the Registrable Notes and (iii) consent to the use of the
          Prospectus or any amendment or supplement thereto by each of the
          selling Holders of Registrable Notes included in the Shelf
          Registration Statement in connection with the offering and sale of the
          Registrable Notes covered by the Prospectus or any amendment or
          supplement thereto;

          (f) in the case of a Shelf Registration, register or qualify the
          Registrable Notes 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 Notes covered by a Registration Statement and each
          underwriter of an underwritten offering of Registrable Notes 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 Notes owned by such Holder; PROVIDED, HOWEVER, that
          the Company shall not be required to (i) qualify as a foreign
          corporation or as a dealer in securities in any jurisdiction where it
          would not otherwise be required to qualify but for this Section 3(f),
          (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;

          (g) (1) in the case of a Shelf Registration or (2) if Participating
          Broker-Dealers from whom the Company has received prior written notice
          that they will be utilizing the Prospectus contained in the Exchange
          Offer Registration Statement as provided in Section 3(u) hereof, are
          seeking to sell Exchange Notes



                                       11
<PAGE>

          and are required to deliver Prospectuses, promptly notify each Holder
          of Registrable Notes, or such Participating Broker-Dealers, as the
          case may be, their counsel 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
          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 Notes or the Exchange Notes to be offered or sold by
          any Participating Broker-Dealer in any jurisdiction described in
          Section 3(f) 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 Notes covered thereby, the representations and
          warranties of the Company contained in any purchase agreement,
          securities sales agreement or other similar agreement cease to be
          true, correct and complete 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, 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, as well as
          any other corporate developments, public filings with the SEC or
          similar events causing such Registration Statement not to be effective
          or the Prospectus not to be useable for resales and (vi) of the
          reasonable determination of the Company that a post-effective
          amendment to the Registration Statement would be appropriate;

          (h) obtain the withdrawal of any order suspending the effectiveness of
          a Registration Statement as soon as practicable;

          (i) in the case of a Shelf Registration, furnish to each Holder of
          Registrable Notes included within the coverage of such Shelf
          Registration Statement, without charge, at least one conformed copy of
          each Registration Statement relating to such Shelf Registration and
          any post-effective amendment thereto (without documents incorporated
          therein by reference or exhibits thereto, unless requested);

          (j) in the case of a Shelf Registration, cooperate with the selling
          Holders of Registrable Notes to facilitate the timely preparation and
          delivery of certificates representing Registrable Notes to be sold and
          not bearing any restrictive legends (except any customary legend borne
          by securities held through The Depository Trust Company or any similar
          depository) and in such denominations (consistent with the provisions
          of the Indenture) and registered in such names as the selling Holders
          or the underwriters may reasonably request (provided such names are
          consistent with the names of the selling securityholders set forth in
          the Shelf



                                       12
<PAGE>

          Registration Statement) at least two Business Days prior to the
          closing of any sale of Registrable Notes pursuant to such Shelf
          Registration Statement;

          (k) in the case of a Shelf Registration or an Exchange Offer
          Registration, promptly after the occurrence of any event specified in
          Section 3(g)(ii), 3(g)(iii), 3(g)(v) (subject to any Suspension Period
          commenced in accordance with this Section 3(k)) or 3(g)(vi) hereof, or
          any other event that would cause such Registration Statement or the
          Prospectus contained therein not to be effective and usable for
          resales of Registrable Notes in accordance with the methods of
          distribution described therein during the Effectiveness Period (in the
          case of a Shelf Registration) or the Applicable Period (in the case of
          an Exchange Offer Registration), prepare a supplement or
          post-effective amendment to such Registration Statement or the related
          Prospectus or any document incorporated therein by reference or file
          any other required document so that as so amended or supplemented such
          Registration Statement and Prospectus will not include any 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 and will be usable for for their intended purposes; and the
          Company shall notify each Holder to suspend use of the Prospectus as
          promptly as practicable after the occurrence of such an event, and
          each Holder hereby agrees to suspend use of the Prospectus until the
          Company has amended or supplemented the Registration Statement or
          Prospectus to correct such misstatement or omission;

          notwithstanding the foregoing, the Company may suspend the
          effectiveness of the Registration Statement by written notice to the
          Holders (in the case of a Shelf Registration Statement) or to the
          Participating Broker-Dealers who have notified the Company that they
          will be utilizing the Prospectus contained in the Exchange Offer
          Registration Statement as provided in Section 3(u) (in the case of an
          Exchange Offer Registration Statement), for a period not to exceed an
          aggregate of 45 days in any 90-day period (each such period, a
          "SUSPENSION PERIOD") if:

                    (x) an event occurs and is continuing as a result of which
               such Registration Statement would, in the Company's reasonable
               judgment, contain an untrue statement of a material fact or omit
               to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading; and

                    (y) the Company reasonably determines that the disclosure of
               such event at such time would have a material adverse effect on
               the business of the Company and its subsidiaries taken as a whole
               or on a previously undisclosed proposed or pending material
               business transaction;

          PROVIDED, that in the event the disclosure relates to a previously
          undisclosed proposed or pending material business transaction, the
          disclosure of which would impede the Company's ability to consummate
          such transaction, the Company may extend a Suspension Period from 45
          days to 75 days; PROVIDED, HOWEVER, that



                                       13
<PAGE>

          Suspension Periods shall not exceed an aggregate of 90 days in any
          360-day period; PROVIDED, FURTHER, HOWEVER, that the commencement of a
          Suspension Period shall not relieve the Company of its obligations to
          pay Special Interest Premium in accordance with Section 2(e), except
          as provided therein, or to consummate the Exchange Offer in accordance
          with, and within the time period specified in, this Agreement.

          (l) obtain a CUSIP number, and any other appropriate security
          identification number, for the Exchange Notes or the Registrable
          Notes, as the case may be, not later than the effective date of a
          Registration Statement, and provide the Trustee with certificates for
          the Exchange Notes or the Registrable Notes, as the case may be, in a
          form eligible for deposit with the Depositary;

          (m) cause the Indenture to be qualified under the Trust Indenture Act
          of 1939, as amended (the "TIA"), in connection with the registration
          of the Exchange Notes or Registrable Notes, 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 cause the 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;

          (n) 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 amount of the Registrable Notes in order to
          expedite or facilitate the registration or the disposition of the
          Registrable Notes;

          (o) in the case of a Shelf Registration, whether or not an
          underwriting agreement is entered into and whether or not the
          registration is an underwritten registration, if requested by (x) an
          Initial Purchaser, in the case where such Initial Purchaser holds
          Notes acquired by it as part of its initial placement, or (y) Holders
          of at least 25% in aggregate principal amount of the Registrable Notes
          covered thereby: (i) make such representations and warranties to
          Holders of such Registrable Notes and the underwriters (if any), with
          respect to the business of the Company 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 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
          amount of the Registrable Notes 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



                                       14
<PAGE>

          such opinion may be subject to customary qualifications and
          exceptions); (iii) obtain "cold comfort" letters and updates thereof
          in form and substance reasonably satisfactory to the managing
          underwriters from the independent certified public accountants of the
          Company, addressed to each of the underwriters, such letters to be in
          customary form and covering matters of the type customarily covered in
          "cold 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
          indemnification provisions and procedures no less favorable than those
          set forth in Section 4 hereof (or such other provisions and procedures
          acceptable to Holders of a majority in aggregate principal amount of
          Registrable Notes covered by such Registration Statement and the
          managing underwriters) customary for such agreements 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;

          (p)   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 Notes during the Applicable Period, make reasonably
          available for inspection by any selling Holder of Registrable Notes or
          Participating Broker-Dealer, as applicable, who certifies to the
          Company that it has a current intention to sell Registrable Notes
          pursuant to the Shelf Registration, any underwriter participating in
          any such disposition of Registrable Notes, if any, and any attorney,
          accountant or other agent retained by any such selling Holder,
          Participating Broker-Dealer, as the case may be, or underwriter
          (collectively, the "INSPECTORS"), at the offices where normally kept,
          during the Company's normal business hours, all financial and other
          records, pertinent organizational and operational documents and
          properties of the Company (collectively, the "RECORDS") as shall be
          reasonably necessary to enable them to conduct due diligence
          activities, and cause the officers, directors and employees of the
          Company to supply all relevant information in each case reasonably
          requested by any such Inspector in connection with such Registration
          Statement; Records and information which the Company determines, in
          good faith, to be confidential and any Records and information which
          it notifies the Inspectors are confidential shall not be disclosed to
          any Inspector except where (i) the disclosure of such Records or
          information is necessary to avoid or correct a material misstatement
          or omission in such Registration Statement, (ii) the release of such
          Records or information is ordered pursuant to a subpoena or other
          order from a court of competent jurisdiction or is necessary in
          connection with any action, suit or proceeding or (iii) such Records
          or information previously has been made generally available to the
          public; each selling Holder of such Registrable Notes and each such
          Participating Broker-Dealer will be required to agree in writing that
          Records and information obtained by it as a result of such inspections



                                       15
<PAGE>

          shall be deemed confidential and shall not be used by it as the basis
          for any market transactions in the securities of the Company unless
          and until such Records and information are made generally available to
          the public through no fault of an Inspector or a selling Holder; and
          each selling Holder of such Registrable Notes and each such
          Participating Broker-Dealer will be required to further agree in
          writing that it will, upon learning that disclosure of such Records or
          information 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 and information deemed
          confidential;

          (q) 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 security holders 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 90 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 Notes 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 (q) shall
          be satisfied by the timely filing of quarterly and annual reports on
          Forms 10-Q and 10-K under the Exchange Act;

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

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

          (t) take all other steps necessary to effect the registration of the
          Registrable Notes covered by a Registration Statement contemplated
          hereby;

          (u)    (A) 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 or another representative of the
          Participating Broker-Dealers, 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


                                       16
<PAGE>

          broker-dealer that holds Registrable Notes acquired for its own
          account as a result of market-making activities or other trading
          activities (a "PARTICIPATING BROKER-DEALER") and that will be the
          beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
          Exchange Notes to be received by such broker-dealer in the Exchange
          Offer, whether such positions or policies have been publicly
          disseminated by the staff of the SEC or such positions or policies, in
          the reasonable judgment of the Initial Purchasers or such other
          representative, represent the prevailing views of the staff of the
          SEC, including a statement that any such broker-dealer who receives
          Exchange Notes for Registrable Notes 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 Notes, (ii) furnish to each Participating
          Broker-Dealer who has delivered to the Company the notice referred to
          in Section 3(g), 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 (the Company
          hereby consents to the use of the Prospectus forming part of the
          Exchange Offer Registration Statement or any amendment or supplement
          thereto by any 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 Notes covered by
          the Prospectus or any amendment or supplement thereto), (iii) use its
          reasonable best 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
          Notes; PROVIDED, HOWEVER, that such period shall not be required to
          exceed 180 days (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:

          "If the exchange offeree is a broker-dealer holding Registrable Notes
          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 Notes received in respect of such Registrable Notes pursuant
          to the Exchange Offer";

          and (y) a statement to the effect that by a Participating
          Broker-Dealer making the acknowledgment described in clause (x) and by
          delivering a Prospectus in connection with the exchange of Registrable
          Notes, the Participating Broker-Dealer will not be deemed to admit
          that it is an underwriter within the meaning of the Securities Act;
          and

          (B) in the case of any Exchange Offer Registration Statement, the
          Company agrees to deliver to the Initial Purchasers or to another
          representative of the



                                       17
<PAGE>

          Participating Broker-Dealers, if reasonably requested by an Initial
          Purchaser or such other representative of Participating
          Broker-Dealers, on behalf of the Participating Broker-Dealers upon
          consummation of the Exchange Offer (i) an opinion of counsel in form
          and substance reasonably satisfactory to such Initial Purchaser or
          such other 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 officer's certificate
          substantially similar to that specified in Section 7(g) of the
          Purchase Agreement and such additional certifications as are
          customarily delivered in a public offering of debt securities and
          (iii) upon the effectiveness of the Exchange Offer Registration
          Statement, a comfort letter in customary form if permitted by
          Statement on Auditing Standards No. 72.

               The Company may require each seller of Registrable Notes as to
          which any registration is being effected to furnish to the Company
          such information regarding such seller as may be required by the staff
          of the SEC to be included in a Registration Statement. The Company may
          exclude from such registration the Registrable Notes of any seller who
          unreasonably fails to furnish such information within a reasonable
          time after receiving such request. The Company shall have no
          obligation to register under the Securities Act the Registrable Notes
          of a seller who so fails to furnish such information.

               In the case of a Shelf Registration Statement, or if
          Participating Broker-Dealers who have notified the Company that they
          will be utilizing the Prospectus contained in the Exchange Offer
          Registration Statement as provided in this Section 3(u) are seeking to
          sell Exchange Notes and are required to deliver Prospectuses, each
          Holder agrees that, upon receipt of any notice from the Company of the
          occurrence of any event specified in Section 3(g)(ii), 3(g)(iii),
          3(g)(v) or 3(g)(vi) hereof, such Holder will forthwith discontinue
          disposition of Registrable Notes pursuant to a Registration Statement
          until such Holder's receipt of the copies of the supplemented or
          amended Prospectus contemplated by Section 3(k) hereof or until it is
          advised in writing (the "ADVICE") by the Company that the use of the
          applicable Prospectus may be resumed, and, if so directed by the
          Company, such Holder will deliver to the Company (at the Company's
          expense) all copies in such Holder's possession, other than permanent
          file copies then in such Holder's possession, of the Prospectus
          covering such Registrable Notes or Exchange Notes, as the case may be,
          current at the time of receipt of such notice. If the Company shall
          give any such notice to suspend the disposition of Registrable Notes
          or Exchange Notes, as the case may be, pursuant to a Registration
          Statement, the Company shall use its reasonable best 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 is required to be maintained
          effective and the Prospectus usable for resales pursuant to this
          Agreement by the number of days in the period from and including the
          date




                                       18
<PAGE>

          of the giving of such notice to and including the date when the
          Company shall have made available to the Holders (x) copies of the
          supplemented or amended Prospectus necessary to resume such
          dispositions or (y) the Advice.

          4. INDEMNIFICATION AND CONTRIBUTION. (a) In connection with a Shelf
Registration Statement or in connection with any delivery of a Prospectus
contained in an Exchange Offer Registration Statement by any Participating
Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange
Notes, the Company shall indemnify and hold harmless each Holder of Registrable
Notes included within any such Shelf Registration Statement and any applicable
underwriter and each Participating Broker-Dealer or Initial Purchaser selling
Exchange Notes, and each Person, if any, who controls any such Person within the
meaning of Section 15 of the Securities Act (each, a "PARTICIPANT") against any
and all loss, claim, damage or liability, joint or several, or any action in
respect thereof (including, but not limited to, any loss, claim, damage,
liability or action relating to purchases and sales of Registrable Notes) to
which such Participant may became subject under the Securities Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon:

          (i) any untrue statement or alleged untrue statement of a material
          fact contained in any Registration Statement (or any amendment or
          supplement thereto) covering Registrable Notes or Exchange Notes, as
          applicable, or the omission or alleged omission therefrom of a
          material fact required to be stated therein or necessary in order 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 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; or

          (ii) any act or failure to act or any alleged act or failure to act by
          any Participant in connection with, or relating in any manner to, the
          Registrable Notes or the offering thereof as contemplated hereby, and
          which is included as part of or referred to in any loss, claim,
          damage, liability or action arising out of or based upon matters
          covered by clause (i) above (PROVIDED that the Company shall not be
          liable under this clause (ii) to the extent that it is determined in a
          final judgment by a court of competent jurisdiction that such loss,
          claim, damage, liability or action resulted directly from any such
          acts or failure to act undertaken or omitted to be taken by such
          Participant through its gross negligence or willful misconduct);

and shall reimburse each Participant promptly upon demand for any legal or other
expenses reasonably incurred by such Participant in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred; PROVIDED, HOWEVER,
that this indemnity does not apply to any loss, liability, claim, damage or
expense to the extent arising out of (i) 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 by the Participants
expressly for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) or (ii) the failure of any
Holder to comply with the provisions of the last paragraph of




                                       19
<PAGE>

Section 3; PROVIDED FURTHER, that as to any preliminary Prospectus, the
indemnity agreement contained in this Section 4(a) shall not inure to the
benefit of any such Participant on account of any loss, claim, damage,
liability, action or expense arising from the sale of the Notes to any person by
that Participant if (i) that Participant failed to send or give a copy of the
Prospectus, as the same may be amended or supplemented, to that person within
the time required by the Securities Act and (ii) the untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact in such preliminary Prospectus was corrected in the Prospectus,
unless, in each case, such failure resulted from non-compliance by the Company
with Section 3 hereof. The foregoing indemnity is in addition to any liability
which the Company may otherwise have to any Participant.

          (b) Each of the Initial Purchasers and each Participant agrees,
severally and not jointly, to indemnify and hold harmless the Company, its
directors, officers and employees, and each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, 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 a 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 by such Participant expressly for use in such Registration Statement (or
any amendment thereto), or any such Prospectus (or any amendment or supplement
thereto); PROVIDED, HOWEVER, that, in the case of a Shelf Registration
Statement, no such Participant shall be liable for any claims hereunder in
excess of the amount of net proceeds received by such Participant from the sale
of Registrable Notes pursuant to such Shelf Registration Statement. The
foregoing indemnity is in addition to any liability which any Participant may
otherwise have to the Company.

          (c) Promptly after receipt by an indemnified party under this Section
4 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 4, notify the indemnifying party in
writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 4 except to the extent it has
been materially prejudiced by such failure and, PROVIDED FURTHER that the
failure to notify the indemnifying party shall not relieve the indemnifying
party from any liability which it may have to an indemnified party otherwise
than under this Section 4. If any such claim or action shall be brought against
an indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or action,
the indemnifying party shall not be liable to the indemnified party under this
Section 4 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; PROVIDED, HOWEVER, that a Participant that is an
indemnified party shall have the right, upon written notice to the Company, to
employ counsel to represent jointly such indemnified party and those other
Participants who may be subject to liability arising out of any claim in respect
of which indemnity may be sought by the Participants against the Company under
this Section 4 if, in the reasonable judgment of the indemnified




                                       20
<PAGE>

party, it is advisable for the indemnified party and those other Participants to
be jointly represented by separate counsel, and in that event the reasonable
fees and expenses of such separate counsel shall be paid by the Company. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm of attorneys (in addition to any local counsel) at any one time for all
such indemnified party or parties. No indemnifying party shall (i) without the
prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and 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 or (ii) be liable for any settlement of any
such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with the consent of the indemnifying
party or if there be a final judgment of the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
from and against any loss or liability by reason of such settlement or judgment
to the extent required by this Section 4.

          (d) 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 unenforceable by an indemnified party
although applicable in accordance with its terms, the Company and the
Participants shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company and the Participants, as incurred; PROVIDED, HOWEVER,
that 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 that was not guilty of such fraudulent misrepresentation. As between the
Company and the Participants, such parties shall contribute to such aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
this Agreement in such proportion as shall be appropriate to reflect the
relative fault of the Company, on the one hand, and the Participants, 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, on the one hand, and of the Participants, 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, on the one hand,
or by or on behalf of the Participants, on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Participants 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. The amount paid or payable by an indemnified party as a result
of the loss, claim, damage or liability, or action in respect thereof, referred
to above in this Section 4 shall be deemed to include, for purposes of this
Section 4, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending or preparing to defend
against



                                       21
<PAGE>


any such action or claim. Notwithstanding the provisions of this Section 4, no
Participant shall be required to contribute any amount in excess of the amount
by which the total price at which the Notes purchased by it were resold exceeds
the amount of any damages which such Participant has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission. The obligations of the Participants to contribute as provided in this
Section 4(d) are several and not joint. The indemnity and contribution
provisions contained in this Section 4 shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Participant or on behalf of the
Company, or any person controlling such person, and (iii) acceptance of and
payment for any of the Notes. The remedies provided for in this Section 4 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

          5. PARTICIPATION IN AN UNDERWRITTEN REGISTRATION. No Holder may
participate in an underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Notes on the basis provided in the
underwriting arrangement 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.

          6. SELECTION OF UNDERWRITERS. The Holders of Registrable Notes covered
by the Shelf Registration Statement who desire to do so may sell the Notes
covered by such Shelf Registration in an underwritten offering. 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 a majority
in aggregate principal amount of the Registrable Notes included in such
offering; PROVIDED, HOWEVER, that such underwriters and managers must be
reasonably satisfactory to the Company.

          7. MISCELLANEOUS.

          (a) RULE 144 AND RULE 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the Exchange Act and any
Registrable Notes remain outstanding, the Company 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;
PROVIDED, HOWEVER, that if the Company ceases to be so required to file such
reports, it will, upon the request of any Holder of Registrable Notes, (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 Holder to sell its Registrable
Notes 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
Notes,



                                       22
<PAGE>

the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

          (b) NO INCONSISTENT AGREEMENTS. The Company has not entered into, nor
will the Company on or after the date of this Agreement enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof without the written consent of Holders of a majority in aggregate
principal amount of the outstanding Registrable Notes. 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 other issued and outstanding
securities under any such agreements.

          (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority in aggregate principal amount of the outstanding Registrable Notes
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 shall be
effective as against any Holder of Registrable Notes unless consented to in
writing by such Holder of Registrable Notes. Notwithstanding the foregoing
sentence, (i) this Agreement may be amended, without the consent of any Holder
of Registrable Notes, by written agreement signed by the Company and the 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 and the 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 and regulation (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 an Initial Purchaser, 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 such Initial Purchaser and the Company.

          (d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company 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:

          Director of Litigation
          Office of General Counsel
          Lehman Brothers Inc.
          399 Park Avenue, 10th Floor
          New York, NY 10017



                                       23
<PAGE>

and (ii) if to the Company, initially at the Company's address:

          Astoria Financial Corporation
          One Astoria Federal Plaza
          Lake Success, NY 11042
          Attn: General Counsel

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 any courier guaranteeing overnight
delivery.

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

          (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of 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
Notes in violation of the terms of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Registrable Notes in any manner,
whether by operation of law or otherwise, such Registrable Notes shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Notes, 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.

          (f) THIRD PARTY BENEFICIARIES. Each Holder and any Participating
Broker-Dealer shall be third party beneficiaries of the agreements made
hereunder among the Initial Purchasers and the Company, and the Initial
Purchasers shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder.

          (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

          (i) 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



                                       24
<PAGE>

FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

          (j) 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.

          (k) NOTES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever the consent
or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or its Affiliates
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

          (l) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and the registration rights granted by the
Company with respect to the Notes. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Notes. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.





                                       25
<PAGE>



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

                                    ASTORIA FINANCIAL CORPORATION


                                    By:  /s/ Alan P. Eggleston
                                         -----------------------------------
                                         Alan P. Eggleston
                                         Executive Vice President, Secretary
                                         and General Counsel


<PAGE>



Confirmed and accepted as of the date first above written:

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
SANDLER O'NEILL & PARTNERS, L.P.
BEAR STEARNS & CO. INC.


By: LEHMAN BROTHERS INC.
For itself and as Representative of the
several Initial Purchasers



By:  /s/ Martin Goldberg
   -----------------------------
            Authorized Signatory