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                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of February 25, 2000


                                  by and among


                         CASCADE FINANCIAL CORPORATION,

                             CASCADE CAPITAL TRUST I

                                       and

                        SANDLER O'NEILL & PARTNERS, L.P.,

                   on behalf of the several Initial Purchasers
                  named in Schedule A of the Purchase Agreement






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<PAGE>



                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is made and entered
into as of  February  25, 2000 by and among  CASCADE  FINANCIAL  CORPORATION,  a
Delaware corporation (the "Company"),  CASCADE CAPITAL TRUST I, a business trust
formed under the laws of the state of Delaware (the "Trust"),  SANDLER O'NEILL &
PARTNERS,  L.P., as representative of the initial purchasers named in Schedule A
of the Purchase Agreement (the "Initial Purchasers").

                  This  Agreement  is made  pursuant to the  Purchase  Agreement
dated February 25, 2000 (the "Purchase Agreement"), by and among the Company, as
issuer of the 11.00% Junior  Subordinated  Deferrable  Interest  Debentures  due
March 1,  2030,  Series A (the  "Subordinated  Debentures"),  the  Trust and the
Initial  Purchasers,  which  provides for,  among other things,  the sale by the
Trust  to the  Initial  Purchasers  of  10,000  of the  Trust's  11.00%  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 Subordinated Debentures.  The Capital Securities,  together with
the Subordinated  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 to the Initial  Purchasers and its 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:

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

     "Advice"  shall have the meaning set forth in the last paragraph of Section
3 hereof.

     "Affiliate"  shall have the same  meaning as 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 Everett,  Washington,  New York,  New York or
Wilmington,  Delaware are  authorized  or required by law or executive  order to
remain closed.

     "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.

                                        1

<PAGE>



     "Debentures"  shall  collectively mean the Subordinated  Debentures and the
Exchange Debentures.

     "Declaration" or "Declaration of Trust" shall mean the Amended and Restated
Declaration  of Trust of Cascade  Capital Trust I, dated as of the Closing Time,
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.

     "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  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  SEC  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.

     "Exchange  Securities"  shall  mean (i) with  respect  to the  Subordinated
Debentures,  the 11.00% Junior  Subordinated  Deferrable Interest Debentures due
March  1,  2030,   Series  B  (the  "Exchange   Debentures")   containing  terms
substantially  identical to the Subordinated  Debentures  (except that they will
not contain terms with respect to the transfer restrictions under the Securities
Act (other than requiring  minimum transfers thereof to be in blocks of $100,000
aggregate  principal  amount and multiples of $1,000 in excess thereof) and will
not  provide  for any  Liquidated  Damages  thereon),  (ii) with  respect to the
Capital Securities, the Trust's 11.00% Capital Securities, Series B, liquidation
amount  $1,000  per  Capital  Security  (the  "Exchange   Capital   Securities")
containing terms substantially  identical to the Capital Securities (except they
will  not  contain  terms  with  respect  to  transfer  restrictions  under  the
Securities Act (other than requiring  minimum  transfers thereof to be in blocks
of  $100,000  aggregate  liquidation  amount and  multiples  of $1,000 in excess
thereof)  and will not provide  for any  increase  in  Additional  Distributions
thereon)  and (iii)  with  respect  to the  Capital  Securities  Guarantee,  the
Company's guarantee agreement in respect of the Exchange Capital Securities (the
"Exchange  Capital  Securities   Guarantee")   containing  terms   substantially
identical to the Capital Securities Guarantee.


                                        2

<PAGE>



     "Holder"  shall  mean the  Initial  Purchasers,  for so long as it owns any
Registrable  Securities,  and each of its  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  Subordinated
Debentures and the Exchange  Debentures,  dated as of the Closing Time,  between
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(o) hereof.

     "Issue Date" shall mean March 1, 2000, 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(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.

     "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.

     "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 documents  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(o) hereof.


                                        3

<PAGE>



     "Registrable  Securities"  shall mean the  Securities  and, if issued,  the
Private  Exchange  Securities;  provided,  however,  that  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 pursuant to Rule 144(k) (or any similar  provision then in force, but not
Rule  144A)  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  tradeable by the holder  thereof (other than an Affiliate of
the Company).

     "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 one counsel for all
underwriters or Holders as a group 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) all
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 "cold  comfort"  letters  required  by or  incident to the
performance of and compliance with this Agreement,  (vi) the reasonable fees and
expenses of the Trustees and their counsel and any exchange  agent or custodian,
and (vii) 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 documents incorporated by reference therein.

     "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.


                                        4

<PAGE>



     "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 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.

     "TIA" shall mean the Trust  Indenture  Act of 1939, as amended from time to
time.

     "Trustees"  shall  mean any and all  trustees  under the  Declaration,  the
Indenture,  the Capital Securities  Guarantee or the Exchange Capital Securities
Guarantee.

2.   Registration Under the Securities Act.

          (a)  Exchange  Offer.  Except as set forth in Section 2(b) below,  the
               Company and the Trust shall,  for the benefit of the Holders,  at
               the  Company's  cost,  use their best  efforts to (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 relating to the Exchange  Offer,  (ii)
               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 days after the Issue Date,  and (iii) keep such
               Exchange Offer Registration Statement effective for not less than
               30 calendar days (or longer if required by applicable  law) after
               the date notice of the  Exchange  Offer is mailed to the Holders.
               Promptly   after  the   effectiveness   of  the  Exchange   Offer
               Registration Statement,  the Company and the Trust shall commence
               the Exchange Offer, it 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  Capital   Securities
               Guarantee, as applicable (provided that such Holder (w) is not an
               Affiliate of the Trust or the Company, (x) is not a broker-dealer
               tendering Registrable Securities acquired directly from the Trust
               or the  Company,  (y) acquires  the  Exchange  Securities  in the
               ordinary  course  of  such  Holder's  business  and  (z)  has  no
               arrangements or understandings  with any Person to participate in
               the Exchange Offer 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 (other
               than  requiring  minimum  transfers in blocks having an aggregate
               principal or liquidation  amount, as the case may be, of $100,000
               and multiples of $1,000 in excess thereof).

                                        5

<PAGE>



               In connection with the Exchange Offer,  the Company and the Trust
               shall:

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

               (ii) keep the Exchange  Offer open for 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");

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

               (iv) 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,  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 amount of Securities  delivered for
                    exchange and a statement that such Holder is withdrawing his
                    election to have such Securities exchanged;

               (v)  notify each Holder 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 Initial  Purchasers and
                    Participating Broker-Dealers as provided herein); and

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

     If either Initial  Purchaser  determines upon advice of its 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  Subordinated  Debentures  are
distributed,  a like principal amount of the Exchange Debentures of the Company,
together with the Exchange Capital Securities  Guarantee,  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 (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 (other than requiring minimum transfers in blocks
having an aggregate  principal  or  liquidation  amount,  as the case may be, of
$100,000  and  multiples  of $1,000 in excess  thereof),  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.

                                        6

<PAGE>



     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:

     (i)  accept for exchange all  Securities or portions  thereof  tendered and
          not validly  withdrawn  pursuant to the Exchange  Offer or the Private
          Exchange;

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

     (iii)issue,  and cause the  applicable  Trustee  under the Indenture or the
          Declaration,  as applicable,  to promptly  authenticate and deliver to
          each Holder, new Exchange  Securities or Private Exchange  Securities,
          as applicable,  equal in principal  amount to the principal  amount of
          the  Subordinated  Debentures  or equal in  liquidation  amount to the
          liquidation  amount of the Capital  Securities as are  surrendered  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  interest  or
distributions 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 Subordinated  Debenture surrendered in exchange therefor
or, if no  distribution  or interest has been paid on such  Capital  Security or
Subordinated Debenture, from the Issue Date. 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 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 in  connection  with the Exchange
Offer.  The Exchange Offer shall not be subject to any conditions other than the
conditions  referred to in Section  2(b)(i) and (ii) below and those  conditions
that are  customary  in similar  exchange  offers.  Each  Holder of  Registrable
Securities  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, in the case of any Holder of
Capital Securities, representations that (i) it is not an Affiliate of the Trust
or the Company, (ii) it is not a broker-dealer  tendering Registrable Securities
acquired directly from the Trust or Company, (iii) the Exchange Securities to be
received by it were 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  Capital  Securities.  The Company and the Trust
shall inform the Initial  Purchasers,  after  consultation  with the  applicable
Trustees,  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  Securities in the Ex change
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  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.


                                        7

<PAGE>



     (b)  Shelf  Registration.  In the event  that (i) the  Company or the Trust
          reasonably  determine,  after  conferring  with counsel  (which may be
          in-house counsel),  that the Exchange Offer  Registration  provided in
          Section  2(a)  above  is  not  available  under   applicable  law  and
          regulations and currently  prevailing  interpretations of the staff of
          the SEC, (ii) the Company shall  determine in good faith that there is
          a reasonable  likelihood that, or a material  uncertainty exists as to
          whether,  consummation  of the Exchange  Offer would result in (x) the
          Trust  becoming  subject to federal  income tax with respect to income
          received or accrued on the Debentures, (y) the interest payable by the
          Company on the  Debentures  not being  deductible  by the  Company for
          United States  federal  income tax purposes or (z) the Trust  becoming
          subject to more than a de  minimis  amount of other  taxes,  duties or
          governmental charges,  (iii) the Exchange Offer Registration Statement
          is not  declared  effective  within 180 days of the Issue Date or (iv)
          upon the  request  of either  Initial  Purchaser  with  respect to any
          Registrable  Securities  held by it, if such Initial  Purchaser is not
          permitted,  in the  reasonable  opinion  of  Thacher  Proffitt & Wood,
          pursuant to applicable law or applicable  interpretations of the staff
          of the SEC, to participate  in the Exchange Offer and thereby  receive
          securities that are freely  tradeable  without  restriction  under the
          Securities Act and applicable  blue sky or state  securities laws (any
          of the events  specified  in (i),  (ii),  (iii) or (iv) 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 and the Trust shall, at their cost, use their
          best  efforts to cause to be filed as  promptly as  practicable  after
          such Shelf  Registration  Event Date,  as the case may be, and, in any
          event,  within  45 days  after  such  Shelf  Registration  Event  Date
          (provided  that in no event  shall such  filing date be required to be
          earlier  than 75 days  after the  Issue  Date),  a Shelf  Registration
          Statement  providing  for  the  sale  by  the  Holders  of  all of the
          Registrable Securities,  and shall use their best efforts to have such
          Shelf Registration  Statement declared effective by the SEC as soon as
          practicable.  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.  Each  Holder  as to which any  Shelf  Registration  is being
          effected   agrees  to  furnish  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 best 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)  or  (iii)  or (b) 180  days in the  case of a Shelf
Registration  Statement filed pursuant to Section 2(b)(iv) (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, notify each such Holder when

                                        8

<PAGE>



the Shelf  Registration  has become  effective and take certain other actions as
are  required  to  permit  certain   unrestricted  resales  of  the  Registrable
Securities. 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.

     (c)  Expenses. The Company, as issuer of the Subordinated Debentures, 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 Thacher  Proffitt & Wood,  counsel  for the  Initial
          Purchasers,  incurred in  connection  with the Exchange  Offer and, if
          applicable,  the Private Exchange,  and either Thacher Proffitt & Wood
          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,  which
          other counsel shall be reasonably satisfactory to the Company provided
          that, in the event of an Exchange Offer,  such fees and  disbursements
          for counsel for the  Initial  Purchasers  shall be limited to $25,000.
          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.

     (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  Securities  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 of such  interference,
          until  the  offering  of  Registrable   Securities  pursuant  to  such
          Registration  Statement may legally resume.  The Company and the Trust
          will be  deemed  not to have  used  their  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 either of them  voluntarily  takes any
          action that would result in any such Registration  Statement not being
          declared  effective or that would result in the Holders of Registrable
          Securities  covered  thereby  not being able to  exchange or offer and
          sell such  Registrable  Securities  during  that  period,  unless such
          action is required by applicable law.

     (e)  Liquidated Damages and Additional Distributions. In the event that:

          (i)  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 Sections  2(b)(i),  (ii) and (iii) (provided that in
               no event shall such filing date be required to be earlier than 75
               days after the Issue Date),  then commencing on the day after the
               applicable required filing date,  liquidated damages ("Liquidated
               Damages")   shall   accrue  on  the   principal   amount  of  the
               Subordinated Debentures, and additional distributions

                                        9

<PAGE>



               ("Additional  Distributions") shall accumulate on the liquidation
               amount of the Trust  Securities  (as such term is  defined in the
               Declaration), each at a rate of 25 basis points per annum; or

          (ii) neither the  Exchange  Offer  Registration  Statement is declared
               effective by the SEC on or prior to the 180th day after the Issue
               Date nor a Shelf Registration  Statement is declared effective by
               the SEC on or prior to the  later of (A) the 40th day  after  the
               date such Shelf  Registration  Statement was required to be filed
               and (B) the 180th day after the Issue Date, in respect of a Shelf
               Registration Event attributable to any of the events set forth in
               Sections  2(b)(i),  (ii) and (iii),  then,  commencing on the day
               after the  applicable  required  effectiveness  date,  Liquidated
               Damages shall accrue on the principal  amount of the Subordinated
               Debentures,  and Additional Distributions shall accumulate on the
               liquidation amount of the Trust Securities,  each at a rate of 25
               basis points per annum; or

          (iii)(A) the Trust has not exchanged  Exchange Capital  Securities for
               all Capital  Securities or the Company has not exchanged Exchange
               Debentures for all Subordinated Debentures,  in each case validly
               tendered  during the  Exchange  Period,  or executed the Exchange
               Capital  Securities  Guarantee in respect of the Exchange Capital
               Securities, in accordance with the terms of the Exchange Offer on
               or prior to the 45th day  after  the date on which  the  Exchange
               Offer  Registration  Statement  was declared  effective or (B) if
               applicable,  the Shelf  Registration  Statement  in  respect of a
               Shelf  Registration  Event  attributable to any of the events set
               forth in  Sections  2(b)(i),  (ii) and  (iii)  has been  declared
               effective  and such  Shelf  Registration  Statement  ceases to be
               effective or usable for resales  (whether as a result of an event
               contemplated  by Section 3(e) or  otherwise) at any time prior to
               the  expiration  of the Rule 144(k) Period (other than after such
               time as all  Securities  have  been  disposed  of  thereunder  or
               otherwise  cease to be Registered  Securities),  then  Liquidated
               Damages  shall  accrue on the  principal  amount of  Subordinated
               Debentures,  and Additional Distributions shall accumulate on the
               liquidation amount of the Trust Securities,  each at a rate of 25
               basis points per annum  commencing on (x) the 46th 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;

          provided,  however,  that neither the  Liquidated  Damages rate on the
          Subordinated  Debentures,  nor the Additional Distribution rate on the
          liquidation  amount  of  the  Trust  Securities,  may  exceed  in  the
          aggregate 25 basis points 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  and  Exchange
          Debentures  for all Capital  Securities  and  Subordinated  Debentures
          validly  tendered and  execution of the  Exchange  Capital  Securities
          Guarantee  (in the case of clause  (iii)(A)  above) or at such time as
          the Shelf  Registration  Statement that had ceased to remain effective
          or usable for resales again  becomes  effective and usable for resales
          (in the case of clause  (iii)(B)  above),  Liquidated  Damages  on the
          principal  amount  of  the  Subordinated   Debentures  and  Additional
          Distributions  on the liquidation  amount of the Trust Securities as a
          result of such clause (or the relevant  subclause thereof) shall cease
          to accrue and accumulate, as the case may be.

     Any amounts of Liquidated Damages and Additional Distributions due pursuant
to  Section  2(e)(i),  (ii) or (iii)  above  will be payable in cash on the next
succeeding August 15 and

                                       10

<PAGE>



February 15, 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.

     (f)  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.

     (g)  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  Subordinated  Debentures  and Exchange  Debentures
          issued or to be issued in exchange therefor in the Exchange Offer.

3.   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 use their
     best efforts to:

     (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 (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 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 their best 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  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  (not to exceed five
          Business  Days) to  review  copies  of all such  documents  (including
          copies of any documents to be  incorporated  by reference  therein and
          all exhibits  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

                                       11

<PAGE>



          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 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 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);

     (c)  in the  case  of a Shelf  Registration,  (i)  notify  each  Holder  of
          Registrable  Securities included in the Shelf Registration  Statement,
          at  least  three   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, 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;

     (d)  in  the  case  of  a  Shelf  Registration,  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  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;

     (e)  (1)  in the  case  of a  Shelf  Registration  or (2) if  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(u)

                                       12

<PAGE>



          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,
          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  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, 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)  of  the  reasonable
          determination  of the  Company  and the  Trust  that a  post-effective
          amendment to the Registration Statement would be appropriate;

     (f)  obtain the withdrawal of any order  suspending the  effectiveness of a
          Registration Statement at the earliest possible moment;

     (g)  in the  case of a  Shelf  Registration,  furnish  to  each  Holder  of
          Registrable  Securities  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);

     (h)  in the  case of a  Shelf  Registration,  cooperate  with  the  selling
          Holders of Registrable Securities to facilitate the timely preparation
          and delivery of certificates representing Registrable Securities to be
          sold and not bearing any restrictive  legends (other than with respect
          to  restrictions  requiring  minimum  transfers  in  blocks  having an
          aggregate  principal  or  liquidation  amount,  as the case may be, of
          $100,000  and  multiples  of  $1,000 in  excess  thereof)  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 pursuant to
          such Shelf Registration Statement;

     (i)  in the case of a Shelf Registration or an Exchange Offer Registration,
          promptly  after the  occurrence  of any  event  specified  in  Section
          3(e)(ii),  3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, 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 thereafter  delivered
          to the purchasers of the Registrable Securities, such

                                       13

<PAGE>



          Prospectus will not include 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,  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;

     (j)  in the case of a Shelf  Registration,  a reasonable  time prior to the
          filing of any document which is to be incorporated by reference into a
          Registration  Statement or a Prospectus  after the initial filing of a
          Registration Statement,  provide a reasonable number of copies of such
          document to the Holders;  and make such of the  representatives of the
          Company and the Trust as shall be reasonably  requested by the Holders
          of Registrable  Securities or the Initial Purchasers on behalf of such
          Holders  available for discussion of such document;  provided that the
          Holders shall be required to agree in writing that such  documents and
          information  shall be deemed  confidential and shall not be used by it
          as the basis for any  market  transactions  in the  securities  of the
          Trust or the Company unless and until such is made generally available
          to the public through no fault of the Holders.

     (k)  obtain a CUSIP  number for all  Exchange  Capital  Securities  and the
          Capital  Securities  (and, if the Trust has made a distribution of the
          Subordinated Debentures to the Holders of the Capital Securities,  the
          Subordinated  Debentures or the Exchange Debentures),  as the case may
          be, not later than the effective date of a Registration Statement, and
          provide the  applicable  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;

     (l)  cause the Indenture, the Declaration, the Capital Securities Guarantee
          (in the  case  of a  Shelf  Registration)  and  the  Exchange  Capital
          Securities  Guarantee (in the case of an Exchange Offer  Registration)
          to be qualified under 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 cause the applicable 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;

     (m)  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 or the Registrable Securities;

     (n)  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)  either  Initial
          Purchaser,  in the case where such Initial  Purchaser holds Securities
          acquired by it as part of its initial  placement and (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

                                       14

<PAGE>



          any),  with respect to the business of the Trust,  the Company and the
          subsidiaries  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 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 "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 and the Trust (and,  if
          necessary,  any other independent  certified public accountants 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 "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  or  liquidation  amount,  as the case may be, of
          Registrable  Securities 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;

     (o)  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  Registrable
          Securities  or  Participating   Broker-Dealer,   as  applicable,   who
          certifies to the Company and the Trust that it has a current intention
          to sell Registrable Securities pursuant to the Shelf Registration, 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, 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 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;  records and information which the
          Company and the Trust determine, 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

                                       15

<PAGE>



          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
          Securities 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 shall be deemed  confidential and shall not
          be  used  by it as  the  basis  for  any  market  transactions  in the
          securities  of the Trust or the Company  unless and until such is made
          generally  available to the public through no fault of an Inspector or
          a  selling  Holder;  and  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  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;

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

     (q)  upon  consummation  of an  Exchange  Offer or a Private  Exchange,  if
          requested  by a Trustee,  obtain an opinion of counsel to the  Company
          addressed to the Trustee for the benefit of all Holders of Registrable
          Securities   participating  in  the  Exchange  Offer  or  the  Private
          Exchange,  as the case may be,  substantially  to the effect  that (i)
          each of the  Company  and the Trust,  as the case  requires,  has duly
          authorized, executed and delivered the Exchange Securities and Private
          Exchange  Securities,  and (ii) each of the Exchange Securities or the
          Private Exchange Securities, as the case may be, constitutes a validly
          issued,  fully paid and nonassessable  undivided  beneficial ownership
          interest  in the  assets  of the  Trust  (in the  case of an  Exchange
          Capital  Security)  or a legal,  valid and binding  obligation  of the
          Company,  enforceable  against the  Company,  in  accordance  with its
          respective  terms  (in  the  case  of an  Exchange  Debenture  and the
          Exchange Capital  Securities  Guarantee),  as the case may be (in each
          case, with customary exceptions);

     (r)  if an Exchange Offer or a Private Exchange 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  canceled in exchange for the
          Exchange

                                       16

<PAGE>



          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;

     (s)  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;

     (t)  take all other  steps  necessary  to effect  the  registration  of the
          Registrable   Securities   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
          broker-dealer that holds Registrable  Securities  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  Securities  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  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 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 Securities; provided, however, that such period
          shall not be  required  to exceed  90 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
               Securities   acquired   for  its  own  account  as  a  result  of
               market-making

                                       17

<PAGE>



               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 (B) in the case of any
          Exchange Offer Registration Statement, the Company and the Trust agree
          to deliver to the Initial  Purchasers or to another  representative of
          the  Participating   Broker-Dealers,   if  requested  by  the  Initial
          Purchasers   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 the Initial  Purchasers 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  officers'   certificate
          containing certifications  substantially similar to those set forth in
          Section  5(f)  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.

     The Company or the Trust may require each seller of Registrable  Securities
as to which any  registration is being effected to furnish to the Company or the
Trust, as applicable,  such information regarding such seller as may be required
by the staff of the SEC to be included in a Registration Statement.  The Company
or the Trust may exclude from such  registration  the Registrable  Securities 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  Securities 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 and the Trust that they will be
utilizing the Prospectus contained in the Exchange Offer Registration  Statement
as provided in this Section 3(u) 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  occurrence  of any event
specified  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(i) 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,

                                       18

<PAGE>



pursuant to a Registration Statement,  the Company and the Trust shall use their
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
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.

4.   Indemnification  and Contribution.

     (a)  In connection  with any  Registration  Statement,  the Company and the
          Trust shall,  jointly and severally,  indemnify and hold harmless each
          Initial Purchaser,  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 partners,  directors,
          officers, employees and agents as follows:

          (i)  against any and all loss,  liability,  claim,  damage and expense
               whatsoever,  as incurred,  arising out of any untrue statement or
               alleged  untrue  statement  of a material  fact  contained in any
               Registration  Statement (or any amendment or supplement thereto),
               covering  Registrable  Securities  or  Exchange  Securities,   as
               applicable,  or the omission or alleged  omission  therefrom of 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;

          (ii) against any and all loss,  liability,  claim,  damage and expense
               whatsoever,  as incurred,  to the extent of the aggregate  amount
               paid in settlement of any  litigation,  or any  investigation  or
               proceeding  by any  governmental  agency  or body,  commenced  or
               threatened, or of any claim whatsoever based upon any such untrue
               statement or omission,  or any such alleged  untrue  statement or
               omission in the Registration Statement; provided that (subject to
               Section 4(d)  hereof) any such  settlement  is effected  with the
               prior written consent of the Company and the Trust; and

          (iii)against any and all expenses  whatsoever,  as incurred (including
               the fees and  disbursements  of  counsel,  except  to the  extent
               otherwise expressly provided in Section 4(c) hereof),  reasonably
               incurred in  investigating,  preparing or  defending  against any
               litigation,   or  any   investigation   or   proceeding   by  any
               governmental  agency or body,  commenced  or  threatened,  or any
               claim   whatsoever  based  upon  any  such  untrue  statement  or
               omission,  or any such alleged untrue  statement or omission,  to
               the extent that any such  expense is not paid under  subparagraph
               (i) or (ii) 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  written  information
          furnished  in  writing to the  Company or the Trust by either  Initial
          Purchaser or such Holder,  underwriter or Participating  Broker-Dealer
          for use in a Registration  Statement (or any amendment thereto) or any
          Prospectus (or any amendment or supplement thereto).


                                       19

<PAGE>



     (b)  Each Initial  Purchaser and each Holder,  underwriter or Participating
          Broker-Dealer agrees, severally and not jointly, to indemnify and hold
          harmless the Company,  its  directors  and  officers  (including  each
          officer  of the  Company  and the Trust who  signed  the  Registration
          Statement),  the Trust,  each of the Trustees 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 written  information
          furnished to the Company or the Trust by such Holder,  underwriter  or
          Participating  Broker-Dealer,  as the case maybe, 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
          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.

     (c)  Each  indemnified  party shall give  notice as promptly as  reasonably
          practicable to each indemnifying party of any action commenced against
          it in respect of which indemnity may be sought hereunder,  but failure
          to so notify an indemnifying party shall not relieve such indemnifying
          party from any liability which it may have under this Section 4 to the
          extent  that it is not  materially  prejudiced  by such  failure  as a
          result  thereof,  and in any event shall not relieve it from liability
          which it may have otherwise on account of this indemnity agreement. In
          the case of parties indemnified pursuant to Section 4(a) or (b) above,
          counsel to the indemnified  parties shall be selected by such parties.
          An  indemnifying  party  may  participate  at its own  expense  in the
          defense  of  such  action;  provided,  however,  that  counsel  to the
          indemnifying   party  shall  not  (except  with  the  consent  of  the
          indemnified  party) also be counsel to the  indemnified  party.  In no
          event  shall  the  indemnifying  parties  be  liable  for the fees and
          expenses  of more than one counsel  (in  addition  to local  counsel),
          separate  from  their own  counsel,  for all  indemnified  parties  in
          connection  with any one  action or  separate  but  similar or related
          actions  in the same  jurisdiction  arising  out of the  same  general
          allegations or circumstances. No indemnifying party shall, without the
          prior written consent of the indemnified parties, settle or compromise
          or  consent  to  the  entry  of  any  judgment  with  respect  to  any
          litigation,  or any  investigation  or proceeding by any  governmental
          agency or body,  commenced or threatened,  or any claim  whatsoever in
          respect of which indemnification or contribution could be sought under
          this Section 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  of  each
          indemnified  party from all liability arising out of such litiga tion,
          investigation,  proceeding  or claim  and  (ii)  does  not  include  a
          statement as to or an admission of fault,  culpability or a failure to
          act by or on behalf of any indemnified party.

     (d)  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

                                       20

<PAGE>



          reimbursed  such  indemnified  party in  accordance  with such request
          prior to the date of such settlement.

     (e)  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,  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,  however,
          that no Person  guilty of  fraudulent  misrepresentation  (within  the
          meaning  of  Section  11(f) of the 1933  Act)  shall  be  entitled  to
          contribution  from any Person  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
          partner, director,  officer, employee 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 the
          Company,  each  Trustee  of the Trust  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 shall have the same
          rights to contribution as each of the Company or the Trust.

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  Securities  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 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 Section 3(m) hereof.  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  or  liquidation   amount,  as  applicable,   of  the
     Registrable Securities included in such offering;  provided,  however, that
     such  underwriters  and managers  must be  reasonably  satisfactory  to the
     Company and the Trust.

                                       21

<PAGE>




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

     (b)  No  Inconsistent  Agreements.  Neither  the  Company nor the Trust has
          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 which 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.

     (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 and the Trust
          have obtained the written consent of Holders of at least a majority in
          aggregate   principal  or  liquidation   amount  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  shall be effective as
          against any 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 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,  the Trust and the Initial Purchasers
          to the  extent  that any  such  amendment,  modification,  supplement,
          waiver or consent is,

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<PAGE>



          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 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,  the Company  and the Trust.  Each
          Holder of  Registrable  Securities  shall be bound by any amendment or
          waiver  effected  pursuant to this  Section  7(c),  whether or not any
          notice, writing or marking indicating such amendment or waiver appears
          on such security or is delivered to such Holder.

     (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 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 each Initial
          Purchaser,  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.

          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  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.

     (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,  the  Company and the
          Trust, 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;  Facsimile. This Agreement may be executed in any number
          of  counterparts  and by the parties hereto in separate  counterparts,
          and signature pages may be delivered

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<PAGE>



          by facsimile,  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 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  EXCLUSIVE
          JURISDICTION  OF THE  COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
          PROCEEDING  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
          MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF
          PERSONAL  JURISDICTION  AND  IRREVOCABLY  AGREES  THAT ALL  CLAIMS  IN
          RESPECT OF ANY SUIT,  ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
          IN ANY SUCH COURT. EACH OF THE PARTIES HERETO  IRREVOCABLY  WAIVES, TO
          THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER  APPLICABLE LAW, ANY
          OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
          SUCH  SUIT,  ACTION OR  PROCEEDING  BROUGHT  IN ANY SUCH COURT AND ANY
          CLAIM THAT ANY SUCH  SUIT,  ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH
          COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     (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)  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 any Affiliates shall not be counted
          in  determining  whether  such  consent or  approval  was given by the
          Holders of such required percentage.


                                       24

<PAGE>


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

                                    CASCADE FINANCIAL CORPORATION


                                    By:    /s/ Frank M. McCord
                                           ------------------------------------
                                           Frank M. McCord
                                           Chairman and Chief Executive Officer


                                    CASCADE CAPITAL TRUST I

                                    By:    CASCADE FINANCIAL CORPORATION,
                                           as Sponsor


                                    By:    /s/ C.F. Safstrom
                                           ------------------------------------
                                           C.F. Safstrom
                                           President



                                    SANDLER O'NEILL & PARTNERS,  L.P.
                                    Acting  severally on behalf of itself
                                    and as  representative of the several
                                    Initial  Purchasers named in Schedule A
                                    of the Purchase Agreement.


                                    By:    SANDLER O'NEILL & PARTNERS CORP.,
                                           the sole general partner



                                    By:    /s/ Thomas W. Killian
                                           ------------------------------------
                                           Thomas W. Killian
                                           Vice President



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