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                                                                 EXHIBIT NO. 4.3


                             RADIOSHACK CORPORATION

                              7 3/8% NOTES DUE 2011

                                   ----------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                          May 11, 2001

Goldman, Sachs & Co.,
Salomon Smith Barney Inc.
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         RadioShack Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 7 3/8% Notes due
2011. As an inducement to the Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Company agrees with the Purchasers for the benefit of holders
(as defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         "Agreement" shall mean this Exchange and Registration Rights Agreement.

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

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

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.


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         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as of May 11, 2001, between
     the Company and The Bank of New York, as Trustee, as the same shall be
     amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of May
     8, 2001, between the Purchasers and the Company relating to the Securities.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.



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         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 7 3/8% Notes due 2011 of the
     Company to be issued and sold to the Purchasers, and securities issued in
     exchange therefor or in lieu thereof pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision.

         2. Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company agrees to
     file under the Securities Act, as soon as practicable, but no later than 90
     days after the Closing Date, a registration statement relating to an offer
     to exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities issued
     by the Company, which debt securities are substantially identical to the
     Securities (and are entitled to the benefits of a trust indenture which is
     substantially identical to the Indenture or is the Indenture and which has
     been qualified under the Trust Indenture Act), except that they



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     have been registered pursuant to an effective registration statement under
     the Securities Act and do not contain provisions for the additional
     interest contemplated in Section 2(c) below (such new debt securities
     hereinafter called "Exchange Securities"). The Company agrees to use its
     reasonable best efforts to cause the Exchange Registration Statement to
     become effective under the Securities Act as soon as practicable, but no
     later than 180 days after the Closing Date. The Exchange Offer will be
     registered under the Securities Act on the appropriate form and will comply
     with all applicable tender offer rules and regulations under the Exchange
     Act. The Company further agrees to use its reasonable best efforts to
     commence and complete the Exchange Offer promptly, but no later than 60
     days after such registration statement has become effective, hold the
     Exchange Offer open for at least 30 days and exchange Exchange Securities
     for all Registrable Securities that have been properly tendered and not
     withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
     Offer will be deemed to have been "completed" only if the debt securities
     received by holders (other than Restricted Holders) in the Exchange Offer
     for Registrable Securities are, upon receipt, transferable by each such
     holder without restriction under the Securities Act and the Exchange Act
     and without material restrictions under the blue sky or securities laws of
     a substantial majority of the States of the United States of America. The
     Exchange Offer shall be deemed to have been completed upon the earlier to
     occur of (i) the Company having exchanged the Exchange Securities for all
     outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
     the Company having exchanged, pursuant to the Exchange Offer, Exchange
     Securities for all Registrable Securities that have been properly tendered
     and not withdrawn before the expiration of the Exchange Offer, which shall
     be on a date that is at least 30 days following the commencement of the
     Exchange Offer. The Company agrees (x) to include in the Exchange
     Registration Statement a prospectus for use in any resales by any holder of
     Exchange Securities that is a broker-dealer and (y) to use reasonable best
     efforts to keep such Exchange Registration Statement effective for a period
     (the "Resale Period") beginning when Exchange Securities are first issued
     in the Exchange Offer and ending upon the earlier of (1) the expiration of
     the 180th day after the Exchange Offer has been completed or (2) such time
     as such broker-dealers no longer own any Registrable Securities. With
     respect to such Exchange Registration Statement, such holders shall have
     the benefit of the rights of indemnification and contribution set forth in
     Sections 6(a), (c), (d) and (e) hereof.

         (b) If (i) on or prior to the time the Exchange Offer is completed,
     existing Commission interpretations are changed such that the debt
     securities received by holders (other than Restricted Holders) in the
     Exchange Offer for Registrable Securities are not or would not be, upon
     receipt, transferable by each such holder without restriction under the
     Securities Act, (ii) the Exchange Offer has not been completed within 240
     days following the Closing Date or (iii) the Exchange Offer is not
     available to any holder of the Securities (other than a Restricted Holder),
     the Company shall, in lieu of (or, in the case of clause (iii), in addition
     to) conducting the Exchange Offer contemplated by Section 2(a), file under
     the Securities Act as soon as practicable, but no later than 45 days after
     the time such obligation to file arises, a "shelf" registration statement
     providing for the registration of, and the sale on a continuous or delayed
     basis by the holders of, all of the Registrable Securities, pursuant to
     Rule 415 or any similar rule that may be adopted by the Commission (such
     filing, the "Shelf Registration" and such registration statement, the
     "Shelf Registration Statement"). The Company agrees to use its reasonable
     best efforts (x) to cause the Shelf Registration Statement to become or be
     declared effective no later than 120 days after such Shelf Registration
     Statement is filed and to keep such Shelf Registration Statement
     continuously effective for a period ending on the earlier of (1) the second
     anniversary of the Effective



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     Time or (2) such time as there are no longer any Registrable Securities
     outstanding, provided, however, that no holder shall be entitled to be
     named as a selling securityholder in the Shelf Registration Statement or to
     use the prospectus forming a part thereof for resales of Registrable
     Securities unless such holder is an Electing Holder, and (y) after the
     Effective Time of the Shelf Registration Statement, promptly upon the
     request of any holder of Registrable Securities that is not then an
     Electing Holder, to take any action reasonably necessary to enable such
     holder to use the prospectus forming a part thereof for resales of
     Registrable Securities, including, without limitation, any action necessary
     to identify such holder as a selling securityholder in the Shelf
     Registration Statement, provided, however, that nothing in this Clause (y)
     shall relieve any such holder of the obligation to return a completed and
     signed Notice and Questionnaire to the Company in accordance with Section
     3(d)(iii) hereof. The Company further agrees to supplement or make
     amendments to the Shelf Registration Statement, as and when 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 rules and regulations thereunder for shelf registration, and the
     Company agrees to furnish to each Electing Holder copies of any such
     supplement or amendment prior to its being used or promptly following its
     filing with the Commission.

         (c) In the event that (i) the Company has not filed the Exchange
     Registration Statement or Shelf Registration Statement on or before the
     date on which such registration statement is required to be filed pursuant
     to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
     Statement or Shelf Registration Statement has not become effective or been
     declared effective by the Commission on or before the date on which such
     registration statement is required to become or be declared effective
     pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
     has not been completed within 60 days after the initial effective date of
     the Exchange Registration Statement relating to the Exchange Offer (if the
     Exchange Offer is then required to be made) or (iv) any Exchange
     Registration Statement or Shelf Registration Statement required by Section
     2(a) or 2(b) hereof is filed and declared effective but shall thereafter
     either be withdrawn by the Company or shall become subject to an effective
     stop order issued pursuant to Section 8(d) of the Securities Act suspending
     the effectiveness of such registration statement (except as specifically
     permitted herein) without being succeeded as promptly as practicable by an
     additional registration statement filed and declared effective (each such
     event referred to in clauses (i) through (iv), a "Registration Default" and
     each period during which a Registration Default has occurred and is
     continuing, a "Registration Default Period"), then, as liquidated damages
     for such Registration Default, subject to the provisions of Section 9(b),
     special interest ("Special Interest"), in addition to the Base Interest,
     shall accrue at a per annum rate of 0.25% for the first 90 days of the
     Registration Default Period, at a per annum rate of 0.50% for the second 90
     days of the Registration Default Period, at a per annum rate of 0.75% for
     the third 90 days of the Registration Default Period and at a per annum
     rate of 1.0% thereafter for the remaining portion of the Registration
     Default Period.

         (d) The Company shall take all actions reasonably necessary or
     advisable to be taken by it to ensure that the transactions contemplated
     herein are effected as so contemplated.

         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.



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         3. Registration Procedures.

         If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act of 1939.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
             practicable but no later than 90 days after the Closing Date, an
             Exchange Registration Statement on any form which may be utilized
             by the Company and which shall permit the Exchange Offer and
             resales of Exchange Securities by broker-dealers during the Resale
             Period to be effected as contemplated by Section 2(a), and use its
             reasonable best efforts to cause such Exchange Registration
             Statement to become effective as soon as practicable thereafter,
             but no later than 180 days after the Closing Date;

                  (ii) prepare and file with the Commission such amendments and
             supplements to such Exchange Registration Statement and the
             prospectus included therein as may be necessary to effect and
             maintain the effectiveness of such Exchange Registration Statement
             for the periods and purposes contemplated in Section 2(a) hereof
             and as may be required by the applicable rules and regulations of
             the Commission and the instructions applicable to the form of such
             Exchange Registration Statement, and promptly provide each
             broker-dealer holding Exchange Securities with such number of
             copies of the prospectus included therein (as then amended or
             supplemented), in conformity in all material respects with the
             requirements of the Securities Act and the Trust Indenture Act and
             the rules and regulations of the Commission thereunder, as such
             broker-dealer reasonably may request prior to the expiration of the
             Resale Period, for use in connection with resales of Exchange
             Securities;

                  (iii) promptly notify each broker-dealer that has requested or
             received copies of the prospectus included in such registration
             statement, and confirm such advice in writing, (A) when such
             Exchange Registration Statement or the prospectus included therein
             or any prospectus amendment or supplement or post-effective
             amendment has been filed, and, with respect to such Exchange
             Registration Statement or any post-effective amendment, when the
             same has become effective, (B) of any comments by the Commission
             and by the blue sky or securities commissioner or regulator of any
             state with respect thereto or any request by the Commission for
             amendments or supplements to such Exchange Registration Statement
             or prospectus or for additional information, (C) of the issuance by
             the Commission of any stop order suspending the effectiveness of
             such Exchange Registration Statement or the initiation or
             threatening of any proceedings for that purpose, (D) if



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             at any time the representations and warranties of the Company
             contemplated by Section 5 cease to be true and correct in all
             material respects, (E) of the receipt by the Company of any
             notification with respect to the suspension of the qualification of
             the Exchange Securities for sale in any jurisdiction or the
             initiation or threatening of any proceeding for such purpose, (F)
             at any time during the Resale Period when a prospectus is required
             to be delivered under the Securities Act, that such Exchange
             Registration Statement, prospectus, prospectus amendment or
             supplement or post-effective amendment does not conform in all
             material respects to the applicable requirements of the Securities
             Act and the Trust Indenture Act and the rules and regulations of
             the Commission thereunder, or (G) of the happening of any event or
             the existence of any fact prior to the end of the Resale Period
             that requires the Company to make changes in the Exchange
             Registration Statement, prospectus, prospectus amendment or
             supplement or post-effective amendment in order that the Exchange
             Registration Statement or the prospectus, prospectus amendment or
             supplement or post-effective amendment do not contain an untrue
             statement of a material fact nor omit to state a material fact
             required to be stated therein or necessary to make the statements
             therein (in the case of the prospectus, prospectus amendment or
             supplement or post-effective amendment, in light of the
             circumstances under which they were made) not misleading;

                  (iv) in the event that the Company would be required, pursuant
             to Section 3(c)(iii)(F) above, to notify any broker-dealers holding
             Exchange Securities, as promptly as practicable prepare and furnish
             to each such holder a reasonable number of copies of a prospectus
             supplemented or amended so that, as thereafter delivered to
             purchasers of such Exchange Securities during the Resale Period,
             such prospectus shall conform in all material respects to the
             applicable requirements of the Securities Act and the Trust
             Indenture Act and the rules and regulations of the Commission
             thereunder and shall not contain an untrue statement of a material
             fact or omit to state a material fact required to be stated therein
             or necessary to make the statements therein not misleading in light
             of the circumstances then existing;

                  (v) use reasonable best efforts to obtain the withdrawal of
             any order suspending the effectiveness of such Exchange
             Registration Statement or any post-effective amendment thereto at
             the earliest practicable date;

                  (vi) use reasonable best efforts to (A) register or qualify
             the Exchange Securities under the securities laws or blue sky laws
             of such jurisdictions as are contemplated by Section 2(a) no later
             than the commencement of the Exchange Offer, (B) keep such
             registrations or qualifications in effect and comply with such laws
             so as to permit the continuance of offers, sales and dealings
             therein in such jurisdictions until the expiration of the Resale
             Period and (C) take any and all other actions as may be reasonably
             necessary or advisable to enable each broker-dealer holding
             Exchange Securities to consummate the disposition thereof in such
             jurisdictions; provided, however, that the Company shall not be
             required for any such purpose to (1) qualify as a foreign
             corporation in any jurisdiction wherein it would not otherwise be
             required to qualify but for the requirements of this Section
             3(c)(vi), (2) consent to general service of process in any such
             jurisdiction or (3) make any changes to its certificate of
             incorporation, as amended, or bylaws, as amended, or any agreement
             between it and its stockholders;



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                  (vii) use reasonable best efforts to obtain the consent or
             approval of each governmental agency or authority, whether federal,
             state or local, which may be required to effect the Exchange
             Registration, the Exchange Offer and the offering and sale of
             Exchange Securities by broker-dealers during the Resale Period;

                  (viii) provide a CUSIP number for all Exchange Securities, not
             later than the applicable Effective Time; and

                  (ix) comply with all applicable rules and regulations of the
             Commission, and make generally available to its securityholders as
             soon as practicable but no later than eighteen months after the
             effective date of such Exchange Registration Statement, an earning
             statement of the Company and its subsidiaries complying with
             Section 11(a) of the Securities Act (including, at the option of
             the Company, Rule 158 thereunder).

         (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
             practicable but in any case within the time periods specified in
             Section 2(b), a Shelf Registration Statement on any form which may
             be utilized by the Company and which shall register all of the
             Registrable Securities for resale by the holders thereof in
             accordance with such method or methods of disposition as may be
             specified by such of the holders as, from time to time, may be
             Electing Holders and use reasonable best efforts to cause such
             Shelf Registration Statement to become effective as soon as
             practicable but in any case within the time periods specified in
             Section 2(b);

                  (ii) not less than 24 calendar days prior to the Effective
             Time of the Shelf Registration Statement, mail the Notice and
             Questionnaire to the holders of Registrable Securities; no holder
             shall be entitled to be named as a selling securityholder in the
             Shelf Registration Statement as of the Effective Time, and no
             holder shall be entitled to use the prospectus forming a part
             thereof for resales of Registrable Securities at any time, unless
             such holder has returned a completed and signed Notice and
             Questionnaire to the Company by the deadline for response set forth
             therein and the Company has received such response; provided,
             however, holders of Registrable Securities shall have at least 21
             calendar days from the date on which the Notice and Questionnaire
             is first mailed to such holders to return a completed and signed
             Notice and Questionnaire to the Company;

                  (iii) after the Effective Time of the Shelf Registration
             Statement, upon the request of any holder of Registrable Securities
             that is not then an Electing Holder, promptly send a Notice and
             Questionnaire to such holder; provided that the Company shall not
             be required to take any action to name such holder as a selling
             securityholder in the Shelf Registration Statement or to enable
             such holder to use the prospectus forming a part thereof for
             resales of Registrable Securities until after the Company has
             received a completed and signed Notice and Questionnaire from such
             holder;

                  (iv) prepare and file with the Commission such amendments and
             supplements to such Shelf Registration Statement and the prospectus
             included therein as may be necessary to effect and maintain the
             effectiveness of such Shelf Registration



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             Statement for the period specified in Section 2(b) hereof and as
             may be required by the applicable rules and regulations of the
             Commission and the instructions applicable to the form of such
             Shelf Registration Statement, and furnish to the Electing Holders
             copies of any such supplement or amendment simultaneously with or
             prior to its being used or filed with the Commission;

                  (v) comply with the provisions of the Securities Act
             applicable to the Company with respect to the disposition of all of
             the Registrable Securities covered by such Shelf Registration
             Statement in accordance with the intended methods of disposition by
             the Electing Holders provided for in such Shelf Registration
             Statement;

                  (vi) provide (A) the Electing Holders, (B) the underwriters
             (which term, for purposes of this Agreement, shall include a person
             deemed to be an underwriter within the meaning of Section 2(a)(11)
             of the Securities Act), if any, thereof, (C) any sales or placement
             agent therefor, (D) counsel for any such underwriter or agent and
             (E) not more than one counsel for all the Electing Holders the
             opportunity to participate in the preparation of such Shelf
             Registration Statement, each prospectus included therein or filed
             with the Commission and each amendment or supplement thereto;

                  (vii) for a reasonable period prior to the filing of such
             Shelf Registration Statement, and throughout the period specified
             in Section 2(b), make available at reasonable times at the
             Company's principal place of business or such other reasonable
             place for inspection by the persons referred to in Section 3(d)(vi)
             who shall certify to the Company that they have a current intention
             to sell the Registrable Securities pursuant to the Shelf
             Registration such material financial and other information and
             books and records of the Company, and cause the officers,
             employees, counsel and independent certified public accountants of
             the Company to respond to such inquiries, as shall be reasonably
             necessary, in the judgment of the respective counsel referred to in
             such Section, to conduct a reasonable investigation within the
             meaning of Section 11 of the Securities Act; provided, however,
             that each such party shall be required to agree in writing to
             maintain in confidence and not to disclose to any other person any
             information or records reasonably designated by the Company as
             being confidential, until such time as (A) such information becomes
             a matter of public record (whether by virtue of its inclusion in
             such registration statement or otherwise), or (B) such person shall
             be required so to disclose such information pursuant to a subpoena
             or order of any court or other governmental agency or body having
             jurisdiction over the matter (subject to the requirements of such
             order, and only after such person shall have given the Company
             prompt prior written notice of such requirement), or (C) such
             information is, in the reasonable judgment of the Company and the
             Electing Holders, required to be set forth in such Shelf
             Registration Statement or the prospectus included therein or in an
             amendment to such Shelf Registration Statement or an amendment or
             supplement to such prospectus in order that such Shelf Registration
             Statement, prospectus, amendment or supplement, as the case may be,
             complies with applicable requirements of the federal securities
             laws and the rules and regulations of the Commission and does not
             contain an untrue statement of a material fact or omit to state
             therein a material fact required to be stated therein or necessary
             to make the statements therein not misleading in light of the
             circumstances then existing;



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                  (viii) promptly notify each of the Electing Holders, any sales
             or placement agent therefor and any underwriter thereof (which
             notification may be made through any managing underwriter that is a
             representative of such underwriter for such purpose) and confirm
             such advice in writing, (A) when such Shelf Registration Statement
             or the prospectus included therein or any prospectus amendment or
             supplement or post-effective amendment has been filed, and, with
             respect to such Shelf Registration Statement or any post-effective
             amendment, when the same has become effective, (B) of any comments
             by the Commission and by the blue sky or securities commissioner or
             regulator of any state with respect thereto or any request by the
             Commission for amendments or supplements to such Shelf Registration
             Statement or prospectus or for additional information, (C) of the
             issuance by the Commission of any stop order suspending the
             effectiveness of such Shelf Registration Statement or the
             initiation or threatening of any proceedings for that purpose, (D)
             if at any time the representations and warranties of the Company
             contemplated by Section 3(d)(xvii) or Section 5 cease to be true
             and correct in all material respects, (E) of the receipt by the
             Company of any notification with respect to the suspension of the
             qualification of the Registrable Securities for sale in any
             jurisdiction or the initiation or threatening of any proceeding for
             such purpose, (F) if at any time when a prospectus is required to
             be delivered under the Securities Act, that such Shelf Registration
             Statement, prospectus, prospectus amendment or supplement or
             post-effective amendment does not conform in all material respects
             to the applicable requirements of the Securities Act and the Trust
             Indenture Act and the rules and regulations of the Commission
             thereunder; or (G) of the happening of any event or the existence
             of any fact prior to the end of the Resale Period that requires the
             Company to make changes in the Exchange Registration Statement,
             prospectus, prospectus amendment or supplement or post-effective
             amendment in order that the Exchange Registration Statement or the
             prospectus, prospectus amendment or supplement or post-effective
             amendment do not contain an untrue statement of a material fact nor
             omit to state a material fact required to be stated therein or
             necessary to make the statements therein (in the case of the
             prospectus, prospectus amendment or supplement or post-effective
             amendment, in light of the circumstances under which they were
             made) not misleading;

                  (ix) use reasonable best efforts to obtain the withdrawal of
             any order suspending the effectiveness of such registration
             statement or any post-effective amendment thereto at the earliest
             practicable date;

                  (x) if requested by any managing underwriter or underwriters,
             any placement or sales agent or any Electing Holder, promptly
             incorporate in a prospectus supplement or post-effective amendment
             such information as is required by the applicable rules and
             regulations of the Commission and as such managing underwriter or
             underwriters, such agent or such Electing Holder specifies should
             be included therein relating to the terms of the sale of such
             Registrable Securities, including information with respect to the
             principal amount of Registrable Securities being sold by such
             Electing Holder or agent or to any underwriters, the name and
             description of such Electing Holder, agent or underwriter, the
             offering price of such Registrable Securities and any discount,
             commission or other compensation payable in respect thereof, the
             purchase price being paid therefor by such underwriters and with
             respect to any other terms of the offering of the Registrable
             Securities to be sold by such Electing Holder or agent or to such
             underwriters; and make all required filings of such prospectus
             supplement or post-effective amendment promptly after



                                       10
<PAGE>   11


             notification of the matters to be incorporated in such prospectus
             supplement or post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
             agent, if any, therefor, each underwriter, if any, thereof and the
             respective counsel referred to in Section 3(d)(vi) an executed copy
             (or, in the case of an Electing Holder, a conformed copy) of such
             Shelf Registration Statement, each such amendment and supplement
             thereto (in each case including all exhibits thereto (in the case
             of an Electing Holder of Registrable Securities, upon request) and
             documents incorporated by reference therein) and such number of
             copies of such Shelf Registration Statement (excluding exhibits
             thereto and documents incorporated by reference therein unless
             specifically so requested by such Electing Holder, agent or
             underwriter, as the case may be) and of the prospectus included in
             such Shelf Registration Statement (including each preliminary
             prospectus and any summary prospectus), in conformity in all
             material respects with the applicable requirements of the
             Securities Act and the Trust Indenture Act and the rules and
             regulations of the Commission thereunder, and such other documents,
             as such Electing Holder, agent, if any, and underwriter, if any,
             may reasonably request in order to facilitate the offering and
             disposition of the Registrable Securities owned by such Electing
             Holder, offered or sold by such agent or underwritten by such
             underwriter and to permit such Electing Holder, agent and
             underwriter to satisfy the prospectus delivery requirements of the
             Securities Act; and the Company hereby consents to the use of such
             prospectus (including such preliminary and summary prospectus) and
             any amendment or supplement thereto by each such Electing Holder
             and by any such agent and underwriter, in each case in the form
             most recently provided to such person by the Company, in connection
             with the offering and sale of the Registrable Securities covered by
             the prospectus (including such preliminary and summary prospectus)
             or any supplement or amendment thereto;

                  (xii) use reasonable best efforts to (A) register or qualify
             the Registrable Securities to be included in such Shelf
             Registration Statement under such securities laws or blue sky laws
             of such jurisdictions as any Electing Holder and each placement or
             sales agent, if any, therefor and underwriter, if any, thereof
             shall reasonably request, (B) keep such registrations or
             qualifications in effect and comply with such laws so as to permit
             the continuance of offers, sales and dealings therein in such
             jurisdictions during the period the Shelf Registration is required
             to remain effective under Section 2(b) above and for so long as may
             be necessary to enable any such Electing Holder, agent or
             underwriter to complete its distribution of Securities pursuant to
             such Shelf Registration Statement and (C) take any and all other
             actions as may be reasonably necessary or advisable to enable each
             such Electing Holder, agent, if any, and underwriter, if any, to
             consummate the disposition in such jurisdictions of such
             Registrable Securities; provided, however, that the Company shall
             not be required for any such purpose to (1) qualify as a foreign
             corporation in any jurisdiction wherein it would not otherwise be
             required to qualify but for the requirements of this Section
             3(d)(xii), (2) consent to general service of process in any such
             jurisdiction or (3) make any changes to its certificate of
             incorporation, as amended, or bylaws, as amended, or any agreement
             between it and its stockholders;

                  (xiii) use reasonable best efforts to obtain the consent or
             approval of each governmental agency or authority, whether federal,
             state or local, which may be



                                       11
<PAGE>   12


             required to effect the Shelf Registration or the offering or sale
             in connection therewith or to enable the selling holder or holders
             to offer, or to consummate the disposition of, their Registrable
             Securities;

                  (xiv) unless any Registrable Securities shall be in book-entry
             only form, cooperate with the Electing Holders and the managing
             underwriters, if any, to facilitate the timely preparation and
             delivery of certificates representing Registrable Securities to be
             sold, which certificates, if so required by any securities exchange
             upon which any Registrable Securities are listed, shall be penned,
             lithographed or engraved, or produced by any combination of such
             methods, on steel engraved borders, and which certificates shall
             not bear any restrictive legends; and, in the case of an
             underwritten offering, enable such Registrable Securities to be in
             such denominations and registered in such names as the managing
             underwriters may request at least two business days prior to any
             sale of the Registrable Securities;

                  (xv) provide a CUSIP number for all Registrable Securities,
             not later than the applicable Effective Time;

                  (xvi) enter into such customary agreements (including if
             requested one or more underwriting agreements, engagement letters,
             agency agreements, "best efforts" underwriting agreements or
             similar agreements), as appropriate, including customary provisions
             relating to indemnification and contribution, and take such other
             actions in connection therewith as any Electing Holders aggregating
             at least 25% in aggregate principal amount of the Registrable
             Securities at the time outstanding shall request in order to
             expedite or facilitate the disposition of such Registrable
             Securities;

                  (xvii) whether or not an agreement of the type referred to in
             Section 3(d)(xvi) hereof is entered into and whether or not any
             portion of the offering contemplated by the Shelf Registration is
             an underwritten offering or is made through a placement or sales
             agent or any other entity, (A) make such representations and
             warranties to the Electing Holders and the placement or sales
             agent, if any, therefor and the underwriters, if any, thereof in
             form, substance and scope as are customarily made in connection
             with an offering of debt securities pursuant to any appropriate
             agreement or to a registration statement filed on the form
             applicable to the Shelf Registration; (B) obtain an opinion of
             counsel to the Company in customary form and covering such matters,
             of the type customarily covered by such an opinion, as the managing
             underwriters, if any, or as any Electing Holders of at least 25% in
             aggregate principal amount of the Registrable Securities at the
             time outstanding may reasonably request, addressed to such Electing
             Holder or Electing Holders and the placement or sales agent, if
             any, therefor and the underwriters, if any, thereof and dated the
             effective date of such Shelf Registration Statement (and if such
             Shelf Registration Statement contemplates an underwritten offering
             of a part or all of the Registrable Securities, dated the date of
             the closing under the underwriting agreement relating thereto) (it
             being agreed that the matters to be covered by such opinion shall
             include the due incorporation and good standing of the Company and
             its subsidiaries; the qualification of the Company and its
             subsidiaries to transact business as foreign corporations; the due
             authorization, execution and delivery of the relevant agreement of
             the type referred to in Section 3(d)(xvi) hereof; the due
             authorization, execution, authentication and issuance, and the
             validity and enforceability, of the Securities; the absence of
             material legal or governmental



                                       12
<PAGE>   13


             proceedings involving the Company; the absence of a breach by the
             Company or any of its subsidiaries of, or a default under, material
             agreements binding upon the Company or any subsidiary of the
             Company; the absence of governmental approvals required to be
             obtained in connection with the Shelf Registration, the offering
             and sale of the Registrable Securities, this Agreement or any
             agreement of the type referred to in Section 3(d)(xvi) hereof,
             except such approvals as may be required under state securities or
             blue sky laws; the material compliance as to form of such Shelf
             Registration Statement and any documents incorporated by reference
             therein and of the Indenture with the requirements of the
             Securities Act and the Trust Indenture Act and the rules and
             regulations of the Commission thereunder, respectively; and, as of
             the date of the opinion and of the Shelf Registration Statement or
             most recent post-effective amendment thereto, as the case may be,
             the absence from such Shelf Registration Statement and the
             prospectus included therein, as then amended or supplemented, and
             from the documents incorporated by reference therein (in each case
             other than the financial statements and other financial information
             contained therein) of an untrue statement of a material fact or the
             omission to state therein a material fact necessary to make the
             statements therein not misleading (in the case of such documents,
             in the light of the circumstances existing at the time that such
             documents were filed with the Commission under the Exchange Act));
             (C) obtain a "comfort" letter or letters from the independent
             certified public accountants of the Company addressed to the
             selling Electing Holders, the placement or sales agent, if any,
             therefor or the underwriters, if any, thereof, dated (i) the
             effective date of such Shelf Registration Statement and (ii) the
             effective date of any prospectus supplement to the prospectus
             included in such Shelf Registration Statement or post-effective
             amendment to such Shelf Registration Statement which includes
             unaudited or audited financial statements as of a date or for a
             period subsequent to that of the latest such statements included in
             such prospectus (and, if such Shelf Registration Statement
             contemplates an underwritten offering pursuant to any prospectus
             supplement to the prospectus included in such Shelf Registration
             Statement or post-effective amendment to such Shelf Registration
             Statement which includes unaudited or audited financial statements
             as of a date or for a period subsequent to that of the latest such
             statements included in such prospectus, dated the date of the
             closing under the underwriting agreement relating thereto), such
             letter or letters to be in customary form and covering such matters
             of the type customarily covered by letters of such type; (D)
             deliver such documents and certificates, including officers'
             certificates, as may be reasonably requested by any Electing
             Holders of at least 25% in aggregate principal amount of the
             Registrable Securities at the time outstanding or the placement or
             sales agent, if any, therefor and the managing underwriters, if
             any, thereof to evidence the accuracy of the representations and
             warranties made pursuant to clause (A) above or those contained in
             Section 5(a) hereof and the compliance with or satisfaction of any
             agreements or conditions contained in the underwriting agreement or
             other agreement entered into by the Company; and (E) undertake such
             obligations relating to expense reimbursement, indemnification and
             contribution as are provided in Section 6 hereof;

                  (xviii) notify in writing each holder of Registrable
             Securities of any proposal by the Company to amend or waive any
             provision of this Agreement pursuant to Section 9(h) hereof and of
             any amendment or waiver effected pursuant thereto,



                                       13
<PAGE>   14


             each of which notices shall contain the text of the amendment or
             waiver proposed or effected, as the case may be;

                  (xix) in the event that any broker-dealer registered under the
             Exchange Act shall underwrite any Registrable Securities or
             participate as a member of an underwriting syndicate or selling
             group or "assist in the distribution" (within the meaning of the
             Conduct Rules (the "Conduct Rules") of the National Association of
             Securities Dealers, Inc. ("NASD") or any successor thereto, as
             amended from time to time) thereof, whether as a holder of such
             Registrable Securities or as an underwriter, a placement or sales
             agent or a broker or dealer in respect thereof, or otherwise,
             assist such broker-dealer in complying with the requirements of
             such Conduct Rules, including by (A) if such Conduct Rules shall so
             require, engaging a "qualified independent underwriter" (as defined
             in such Conduct Rules) to participate in the preparation of the
             Shelf Registration Statement relating to such Registrable
             Securities, to exercise usual standards of due diligence in respect
             thereto and, if any portion of the offering contemplated by such
             Shelf Registration Statement is an underwritten offering or is made
             through a placement or sales agent, to recommend the yield of such
             Registrable Securities, (B) indemnifying any such qualified
             independent underwriter to the extent of the indemnification of
             underwriters provided in Section 6 hereof (or to such other
             customary extent as may be requested by such underwriter), and (C)
             providing such information to such broker-dealer as may be required
             in order for such broker-dealer to comply with the requirements of
             the Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
             Commission, and make generally available to its securityholders as
             soon as practicable but in any event not later than eighteen months
             after the effective date of such Shelf Registration Statement, an
             earning statement of the Company and its subsidiaries complying
             with Section 11(a) of the Securities Act (including, at the option
             of the Company, Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
     Section 3(c)(iii)(F) or 3(d)(viii)(F) above, to notify the Electing
     Holders, the placement or sales agent, if any, therefor and the managing
     underwriters, if any, thereof, the Company shall as soon as practicable
     prepare and furnish to each of the Electing Holders, to each placement or
     sales agent, if any, and to each such underwriter, if any, a reasonable
     number of copies of a prospectus supplemented or amended so that, as
     thereafter delivered to purchasers of Registrable Securities, such
     prospectus shall conform in all material respects to the applicable
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and shall not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing. Each Electing
     Holder agrees that upon receipt of any notice from the Company pursuant to
     Section 3(c)(iii)(F) or 3(d)(viii)(F) hereof, such Electing Holder shall
     forthwith discontinue the disposition of Registrable Securities pursuant to
     the Shelf Registration Statement applicable to such Registrable Securities
     until such Electing Holder shall have received copies of such amended or
     supplemented prospectus, and if so directed by the Company, such Electing
     Holder shall deliver to the Company (at the Company's expense) all copies,
     other than permanent file copies, then in such Electing Holder's possession
     of the prospectus covering such Registrable Securities at the time of
     receipt of such notice.



                                       14
<PAGE>   15


         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     Questionnaire, the Company may require such Electing Holder to furnish to
     the Company such additional information regarding such Electing Holder and
     such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

         (h) Notwithstanding anything to the contrary in this Agreement,
     including without limitation Sections 2 and 3 hereof, if outside counsel to
     the Company (which counsel shall be experienced in securities laws matters)
     has determined in good faith that (i) the filing of the Shelf Registration
     Statement or (ii) the compliance by the Company with its disclosure
     obligations in connection with the Shelf Registration Statement at any time
     or in connection with the Exchange Registration Statement during the Resale
     Period would require the disclosure of information that would be reasonably
     likely to materially adversely affect the Company's ability to consummate a
     significant transaction (whether or not a final decision has been made to
     undertake such transaction), then the Company (x) may delay the filing or
     the effectiveness of the Shelf Registration Statement (if not then filed or
     effective, as applicable) and (y) shall not be required to maintain the
     effectiveness of, or amend or supplement, the Shelf Registration Statement
     or the Exchange Registration Statement, for a period (a "Deferral Period")
     expiring not later than three business days after the earlier to occur of
     (A) the date on which such material information is disclosed to the public
     or ceases to be material or the Company is able to so comply with its
     disclosure obligations and commission requirements or (B) 45 days after the
     Company notifies the Purchasers and Electing Holders of such determination;
     provided that aggregate number of days in all Deferral Periods shall not
     exceed 45 during any 90-day period or 90 during any 12-month period.

         (i) The Company will give prompt written notice, in the manner
     prescribed by Section 9(c) hereof, to each Purchaser and Electing Holder of
     each Deferral Period. Each holder, by his acceptance of any Registrable
     Securities, agrees that upon receipt of such notice of a Deferral Period
     (i) it will forthwith discontinue disposition of Registrable Securities
     pursuant to the Shelf Registration Statement or the Exchange Registration
     Statement, and (ii) it will not deliver any prospectus forming a part of
     the Shelf Registration Statement or the




                                       15
<PAGE>   16


     Exchange Registration Statement in connection with any sale of Registrable
     Securities, as applicable until such holder's receipt of copies of the
     supplemented or amended prospectus provided for in clause (e) above, or
     until it is advised in writing by the Company that the prospectus forming
     part of the Shelf Registration Statement or the Exchange Registration
     Statement may be used, and has received copies of any additional or
     supplemental filings that are incorporated or deemed incorporated by
     reference in such prospectus.

         (j) The Company will have no liability for failing to perform any
     obligations it may have pursuant to Sections 2 and 3 of this Agreement
     during any Deferral Period; provided that if pursuant to Section 2(c)
     hereof Special Interest is accruing at the commencement of a Deferral
     Period or a Registration Default occurs during a Deferral Period, Special
     Interest shall continue to accrue until the Registration Default giving
     rise to the accrual of Special Interest shall have been cured.

     4. Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities
and blue sky laws referred to in Section 3(d)(xii) hereof and determination of
their eligibility for investment under the laws of such jurisdictions as any
managing underwriters or the Electing Holders may designate, including any fees
and disbursements of counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "comfort" letters required by or incident to such performance
and compliance), (h) fees, disbursements and expenses of any "qualified
independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the


                                       16
<PAGE>   17
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

     5. Representations and Warranties.

         The Company represents and warrants to, and agrees with, each Purchaser
and each of the holders from time to time of Registrable Securities that:

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances under which they were made; provided, however,
     that this representation and warranty shall not apply to any statements or
     omissions made in reliance upon and in conformity with information
     furnished in writing to the Company by a holder of Registrable Securities
     expressly for use therein.

         (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (c) The compliance by the Company with all of the provisions of this
     Agreement and the consummation of the transactions herein contemplated will
     not conflict with or result in a



                                       17
<PAGE>   18


     breach of any of the terms or provisions of, or constitute a default under,
     any material indenture, mortgage, deed of trust, loan agreement or other
     material agreement to which the Company or any significant subsidiary (as
     such term is defined in Rule 1-02(w) of Regulation S-X of the Commission)
     of the Company is a party or by which the Company or any significant
     subsidiary of the Company is bound or to which any of the property or
     assets of the Company or any significant subsidiary of the Company is
     subject, nor will such action result in any violation of the provisions of
     the certificate of incorporation, as amended, or the bylaws, as amended, of
     the Company or any statute or any order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Company or any
     significant subsidiary of the Company or any of their properties; and no
     consent, approval, authorization, order, registration or qualification of
     or with any such court or governmental agency or body is required for the
     consummation by the Company of the transactions contemplated by this
     Agreement, except the registration under the Securities Act of the
     Securities, qualification of the Indenture under the Trust Indenture Act
     and such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or blue sky laws
     in connection with the offering and distribution of the Securities.

         (d) This Agreement has been duly authorized, executed and delivered by
     the Company.

     6. Indemnification.

         (a) Indemnification by the Company. The Company will indemnify and hold
     harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such holder, Electing
     Holder, agent or underwriter, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and will reimburse such holder, such
     Electing Holder, such agent and such underwriter for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that the Company shall not be liable to any such person in any
     such case to the extent that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement or alleged untrue
     statement or omission or alleged omission made in such registration
     statement, or preliminary, final or summary prospectus, or amendment or
     supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by such person expressly for use
     therein.

         (b) Indemnification by the Holders and any Agents and Underwriters. The
     Company may require, as a condition to including any Registrable Securities
     in any registration statement filed pursuant to Section 2(b) hereof and to
     entering into any underwriting agreement with respect thereto, that the
     Company shall have received an undertaking reasonably satisfactory to it
     from the Electing Holder of such Registrable Securities and



                                       18
<PAGE>   19


     from each underwriter named in any such underwriting agreement, severally
     and not jointly, to (i) indemnify and hold harmless the Company, and all
     other holders of Registrable Securities, against any losses, claims,
     damages or liabilities to which the Company or such other holders of
     Registrable Securities may become subject, under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in such
     registration statement, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such Electing Holder,
     agent or underwriter, or any amendment or supplement thereto, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Electing Holder
     or underwriter expressly for use therein, and (ii) reimburse the Company
     for any legal or other expenses reasonably incurred by the Company in
     connection with investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that no such Electing Holder
     shall be required to undertake liability to any person under this Section
     6(b) for any amounts in excess of the dollar amount of the proceeds to be
     received by such Electing Holder from the sale of such Electing Holder's
     Registrable Securities pursuant to such registration.

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action 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) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in



                                       19
<PAGE>   20
     respect thereof) referred to therein, then each indemnifying party shall
     contribute to the amount paid or payable by such indemnified party as a
     result of such losses, claims, damages or liabilities (or actions in
     respect thereof) in such proportion as is appropriate to reflect the
     relative fault of the indemnifying party and the indemnified party in
     connection with the statements or omissions which resulted in such losses,
     claims, damages or liabilities (or actions in respect thereof), as well as
     any other relevant equitable considerations. The relative fault of such
     indemnifying party and indemnified party shall be determined by reference
     to, among other things, whether the untrue or alleged untrue statement of a
     material fact or omission or alleged omission to state a material fact
     relates to information supplied by such indemnifying party or by such
     indemnified party, and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The parties hereto agree that it would not be just and equitable
     if contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages which such holder has otherwise been required to pay by reason of
     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

         (e) The obligations of the Company under this Section 6 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 6 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company and to each person, if any, who controls the
     Company within the meaning of the Securities Act.

     7. Underwritten Offerings.

         (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in



                                       20
<PAGE>   21


     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

         (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

     8. Rule 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

     9. Miscellaneous.

         (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Agreement.

         (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Agreement in accordance with the terms and
     conditions of this Agreement, in any court of the United States or any
     state thereof having jurisdiction.

         (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at 100 Throckmorton Street, Suite 1800, Fort Worth,
     Texas 76102; attn: Vice President-Law and if to a holder, to the address of
     such holder set forth in the security register or other records of the
     Company, or to such other address as the Company or any



                                       21
<PAGE>   22


     such holder may have furnished to the other in writing in accordance
     herewith, except that notices of change of address shall be effective only
     upon receipt.

         (d) Parties in Interest. All the terms and provisions of this Agreement
     shall be binding upon, shall inure to the benefit of and shall be
     enforceable by the parties hereto and the holders from time to time of the
     Registrable Securities and the respective successors and assigns of the
     parties hereto and such holders. In the event that any transferee of any
     holder of Registrable Securities shall acquire Registrable Securities, in
     any manner, whether by gift, bequest, purchase, operation of law or
     otherwise, such transferee shall, without any further writing or action of
     any kind, be deemed a beneficiary hereof for all purposes and such
     Registrable Securities shall be held subject to all of the terms of this
     Agreement, and by taking and holding such Registrable Securities such
     transferee shall be entitled to receive the benefits of, and be
     conclusively deemed to have agreed to be bound by all of the applicable
     terms and provisions of this Agreement. If the Company shall so request,
     any such successor, assign or transferee shall agree in writing to acquire
     and hold the Registrable Securities subject to all of the applicable terms
     hereof.

         (e) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Agreement or made
     pursuant hereto shall remain in full force and effect regardless of any
     investigation (or statement as to the results thereof) made by or on behalf
     of any holder of Registrable Securities, any director, officer or partner
     of such holder, any agent or underwriter or any director, officer or
     partner thereof, or any controlling person of any of the foregoing, and
     shall survive delivery of and payment for the Registrable Securities
     pursuant to the Purchase Agreement and the transfer and registration of
     Registrable Securities by such holder and the consummation of an Exchange
     Offer.

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

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

         (h) Entire Agreement; Amendments. This Agreement and the other writings
     referred to herein (including the Indenture and the form of Securities) or
     delivered pursuant hereto which form a part hereof contain the entire
     understanding of the parties with respect to its subject matter. This
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Agreement may be amended
     and the observance of any term of this Agreement may be waived (either
     generally or in a particular instance and either retroactively or
     prospectively) only by a written instrument duly executed by the Company
     and the holders of at least a majority in aggregate principal amount of the
     Registrable Securities at the time outstanding. Each holder of any
     Registrable Securities at the time or thereafter outstanding shall be bound
     by any amendment or waiver effected pursuant to this Section 9(h), whether
     or not any notice, writing or marking indicating such amendment or waiver
     appears on such Registrable Securities or is delivered to such holder.

         (i) Inspection. For so long as this Agreement shall be in effect, this
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made reasonably available for inspection
     and copying on any business day by any



                                       22
<PAGE>   23


     holder of Registrable Securities for proper purposes only (which shall
     include any purpose related to the rights of the holders of Registrable
     Securities under the Securities, the Indenture and this Agreement) at the
     offices of the Company at the address thereof set forth in Section 9(c)
     above and at the office of the Trustee under the Indenture.

         (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.



                                       23
<PAGE>   24


         If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.


                                          Very truly yours,


                                          RadioShack Corporation


                                          By: /s/ Martin O. Moad
                                             ----------------------------------

                                          Name:  Martin O. Moad
                                               --------------------------------
                                          Title:  Vice President and Treasurer
                                                -------------------------------

Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Smith Barney Inc.

By: /s/ Goldman, Sachs & Co.
   ------------------------------
       (Goldman, Sachs & Co.)





                                       24
<PAGE>   25


                                                                       EXHIBIT A

                             RadioShack Corporation

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the RadioShack Corporation (the "Company")
7 3/8% Notes due 2011 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Vice
President-Treasurer, 100 Throckmorton Street, Suite 1800, Fort Worth, Texas
76102, (817) 415-3700.







----------

*At least 21 calendar days from date of mailing.



                                      A-1

<PAGE>   26



                             RadioShack Corporation

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between RadioShack Corporation
(the "Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 7 3/8% Notes due 2011 (the "Securities"). A copy of the
Exchange and Registration Rights Agreement is attached hereto. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf
Registration Statement. In order to have Registrable Securities included in the
Shelf Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire ("Notice and Questionnaire") must be completed,
executed and delivered to the Company's counsel at the address set forth herein
for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of
Registrable Securities who do not complete, execute and return this Notice and
Questionnaire by such date (i) will not be named as selling securityholders in
the Shelf Registration Statement and (ii) may not use the Prospectus forming a
part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.


                                      A-2


<PAGE>   27



                                    ELECTION


The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3


<PAGE>   28



                                  QUESTIONNAIRE


(1)(a)  Full Legal Name of Selling Securityholder:

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

   (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
        of Registrable Securities Listed in Item (3) below:

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

   (c)  Full Legal Name of DTC Participant (if applicable and if not the same as
        (b) above) Through Which Registrable Securities Listed in Item (3) below
        are Held:

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

(2)     Address for Notices to Selling Securityholder:

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

                           ---------------------------------------
        Telephone:
                           ---------------------------------------
        Fax:
                           ---------------------------------------
        Contact Person:
                           ---------------------------------------

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

(3)     Beneficial Ownership of Securities:

        Except as set forth below in this Item (3), the undersigned does not
        beneficially own any Securities.

   (a)  Principal amount of Registrable Securities beneficially owned:
                                                                      ----------
        CUSIP No(s). of such Registrable Securities:
                                                    ----------------------------

   (b)  Principal amount of Securities other than Registrable Securities
        beneficially owned:

        ------------------------------------------------------------------------
        CUSIP No(s). of such other Securities:
                                              ----------------------------------

   (c)  Principal amount of Registrable Securities which the undersigned wishes
        to be included in the Shelf Registration Statement:
                                                           ---------------------
        CUSIP No(s). of such Registrable Securities to be included in the Shelf
        Registration Statement:

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

   (4)  Beneficial Ownership of Other Securities of the Company:

        Except as set forth below in this Item (4), the undersigned Selling
        Securityholder is not the beneficial or registered owner of any other
        securities of the Company, other than the Securities listed above in
        Item (3).

        State any exceptions here:



                                      A-4


<PAGE>   29
(5)     Relationships with the Company:

        Except as set forth below, neither the Selling Securityholder nor any of
        its affiliates, officers, directors or principal equity holders (5% or
        more) has held any position or office or has had any other material
        relationship with the Company (or its predecessors or affiliates) during
        the past three years.

        State any exceptions here:



(6)     Plan of Distribution:

        Except as set forth below, the undersigned Selling Securityholder
        intends to distribute the Registrable Securities listed above in Item
        (3) only as follows (if at all): Such Registrable Securities may be sold
        from time to time directly by the undersigned Selling Securityholder or,
        alternatively, through underwriters, broker-dealers or agents. Such
        Registrable Securities may be sold in one or more transactions at fixed
        prices, at prevailing market prices at the time of sale, at varying
        prices determined at the time of sale, or at negotiated prices. Such
        sales may be effected in transactions (which may involve crosses or
        block transactions) (i) on any national securities exchange or quotation
        service on which the Registered Securities may be listed or quoted at
        the time of sale, (ii) in the over-the-counter market, (iii) in
        transactions otherwise than on such exchanges or services or in the
        over-the-counter market, or (iv) through the writing of options. In
        connection with sales of the Registrable Securities or otherwise, the
        Selling Securityholder may enter into hedging transactions with
        broker-dealers, which may in turn engage in short sales of the
        Registrable Securities in the course of hedging the positions they
        assume. The Selling Securityholder may also sell Registrable Securities
        short and deliver Registrable Securities to close out such short
        positions, or loan or pledge Registrable Securities to broker-dealers
        that in turn may sell such securities.

        State any exceptions here:




By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.


                                      A-5



<PAGE>   30


In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

           (i)  To the Company:


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

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

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

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

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



           (ii) With a copy to:

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

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

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

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

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




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                      A-6


<PAGE>   31



IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
      ------------




      --------------------------------------------------------------------------
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)



      By:
         -----------------------------------------------------------------------
      Name:
      Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

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

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

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

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

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





                                      A-7



<PAGE>   32



                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Bank of New York
RadioShack Corporation
c/o Bank of New York
[Address of Trustee]

Attention:  Trust Officer

         Re:    RadioShack Corporation (the "Company")
                7 3/8% Notes due 2011



Dear Sirs:

Please be advised that ____________________ has transferred $ __________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [_____] (File No. 333-_____) filed by
the Company.


We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                                 Very truly yours,

                                                      -------------------------
                                                      (Name)

                                                 By:
                                                      -------------------------
                                                      (Authorized Signature)



                                      B-1