EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

                  Registration Rights Agreement, dated November 22, 1995 (this
"Agreement"), by and between The Estee Lauder Companies Inc., a Delaware
corporation (the "Company"), Leonard A. Lauder ("LAL"), Ronald S. Lauder
("RSL"), William P. Lauder ("WPL"), Gary M. Lauder ("GML"), Aerin Lauder, Jane
Lauder, LAL Family Partners L.P., Lauder & Sons L.P., a Delaware limited
partnership, LAL, RSL and Ira T. Wender, as trustees (the "EL Trustees"), u/a/d
as of June 2, 1994, as amended, between Estee Lauder, as settlor, and the EL
Trustees, and known as "The Estee Lauder 1994 Trust Agreement" (the "EL Trust"),
LAL and Joel S. Ehrenkranz, as trustees (the "LAL Trustees"), u/a/d as of
November 16, 1995, between Estee Lauder, as settlor, and the LAL Trustees, and
known as the "The LAL 1995 Preferred Stock Trust" (the "LAL Trust"), the
trustees of the various other trusts set forth on the signature pages hereof and
Morgan Guaranty Trust Company of New York in its capacity as pledgee of RSL
("Morgan").

                              W I T N E S S E T H:

                  WHEREAS, the Company and the other parties hereto wish to
agree upon the manner in which the Company shall provide registration rights to
such other parties for their Registrable Class A Common Stock (as defined below)
after consummation of an initial public offering in the United States and abroad
(collectively, the "Offerings") of the Company's Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), and Registrable Preferred Stock (as
defined below); and

                  WHEREAS, the Company and the EL Trust have entered into that
certain Preferred Stock Registration Rights Agreement (as defined below) which
currently provides registration rights to the EL Trust for its Registrable
Preferred Stock; and

                  WHEREAS, the Company and the EL Trust desire to terminate the
Preferred Stock Registration Rights Agreement upon the consummation of the
Offerings and replace such agreement in its entirety with this Agreement.

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, the parties hereto hereby agree as follows:

                  1. DEFINITIONS. As used in this Agreement, the following
capitalized terms shall have the following meanings:

                  BUSINESS DAY: any day on which commercial banks are open for
          business in New York, New York.

                  COMMON STOCK DEMAND HOLDER: each of the EL Trust, LAL and RSL
          (or, if applicable, their respective assigns) and Morgan.

                  Common Stock Demand Registration:  see Section 3(a) hereof.


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                  Common Stock Requesting Holder:  see Section (3)(a) hereof.

                  DEMAND REGISTRATION: a Preferred Stock Demand Registration or
a Common Stock Demand Registration, as the case may be.

                  EXCHANGE ACT: the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

                  EXCHANGE AGREEMENT: that certain Exchange Agreement, dated as
of June 29, 1995, between the Company and the EL Trust.

                  HOLDERS:  the persons or entities set forth on Schedule A.

                  PARTICIPATING HOLDER:  see Section 4(a) hereof.

                  PERSON: an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof or other entity.

                  PIGGYBACK REGISTRATION:  see Section 4(a) hereof.

                  PREFERRED STOCK: the Company's $6.50 cumulative redeemable
preferred stock, par value $0.01 per share, issued by the Company to the EL
Trust in exchange for certain shares of the Company's Class B Non voting Common
Stock, no par value per share, pursuant to the Exchange Agreement.

                  PREFERRED STOCK DEMAND EXERCISE PERIOD: the period, if any,
beginning on the date hereof and ending on the date Mrs. Lauder dies; PROVIDED,
HOWEVER, that if Mrs. Lauder is alive on June 30, 2000, then the Preferred Stock
Demand Exercise Period for the EL Trust shall end on June 30, 2000.

                  Preferred Stock Demand Registration:  see Section 2(a) hereof.

                  PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT: that certain
Registration Rights Agreement, dated as of June 30, 1995, between the Company
and the EL Trust.

                  Preferred Stock Requesting Holder:  see Section 2(a) hereof.

                  PROSPECTUS: the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.

                  REGISTRABLE CLASS A COMMON STOCK: the Class A Common Stock
held by each Holder (or, if the Holder is Morgan or an EL Trust Pledgee, all or
part of the Registrable Class A Common Stock then pledged to, or owned as a
result of foreclosure thereon by, such Holder), and any securities of the
Company that may be issued or distributed with respect to, or in exchange for,
such Class A Common Stock (or other


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Registrable Class A Common Stock that can be traced directly or indirectly to
such Class A Common Stock), pursuant to a stock dividend or distribution, stock
split, merger, consolidation, reorganization, recapitalization,
reclassification, conversion right or otherwise, including without limitation,
shares of Class A Common Stock issued or issuable upon conversion of shares of
Class B Common Stock, par value $.01 per share, of the Company.

                  REGISTRABLE PREFERRED STOCK: the Preferred Stock held by
either the EL Trust or the LAL Trust and any Preferred Stock pledged to, or
owned as a result of foreclosure thereon by, an EL Trust Pledgee and any
securities of the Company that may be issued or distributed with respect to, or
in exchange for, such Preferred Stock (or other Registrable Preferred Stock that
can be traced directly or indirectly to such Preferred Stock), pursuant to a
stock dividend or distribution, stock split, merger, consolidation,
reorganization, recapitalization, reclassification, conversion right or
otherwise.

                  REGISTRABLE SECURITIES: the Registrable Preferred Stock and
the Registrable Class A Common Stock.

                  REGISTRATION STATEMENT: any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.

                  REQUESTING HOLDER: a Common Stock Requesting Holder or a
Preferred Stock Requesting Holder, as the case may be.

                  SEC:  the Securities and Exchange Commission.

                  SECURITIES ACT: the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

                  UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING: a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

                  2. PREFERRED STOCK DEMAND REGISTRATION.

                  (a) Except as provided herein, during the Preferred Stock
Demand Exercise Period, the EL Trust, the LAL Trust or, subject to Section 2(b),
an EL Trust Pledgee (the "Preferred Stock Requesting Holder") may make a written
request to the Company for registration under the Securities Act of all or part
of the Registrable Preferred Stock it then owns (or, if the Preferred Stock
Requesting Holder is an EL Trust Pledgee, all or part of the Registrable
Preferred Stock then pledged to, or owned as a result of foreclosure thereon by,
such Preferred Stock Requesting Holder) (a "Preferred Stock Demand
Registration"); PROVIDED, HOWEVER, that the Company shall not be obligated to
register any Registrable Preferred Stock if the aggregate value (as determined
in good faith by the Company's Board of Directors) of the Registrable Preferred
Stock subject to the request of the Preferred Stock Requesting Holder is less

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than $50 million. Any such request by the Preferred Stock Requesting Holder
shall specify the aggregate amount of Registrable Preferred Stock to be
registered and also shall specify the intended method of disposition thereof.
Within ten Business Days after receipt of such registration request, the Company
shall commence the preparation of the registration of the specified number of
shares of Registrable Preferred Stock; PROVIDED, HOWEVER, that the Company may,
upon written notice to the Preferred Stock Requesting Holder given within such
ten Business Day period, delay such commencement for a reasonable period of
time, but not for more than 90 calendar days from the Company's receipt of the
request for such Preferred Stock Demand Registration, (x) as is necessary to
prepare audited financial statements of the Company for its most recently
completed fiscal year or other audited financial statements reasonably required
in the Registration Statement or (y) if the Company would be required to
disclose in such Registration Statement the existence of any fact relating to a
proposed acquisition, financing or other material corporate development not
otherwise required to be disclosed and the Board of Directors of the Company
shall have in good faith determined that such disclosure would be materially
adverse to the Company. Such notice of delay shall explain, in reasonable
detail, the reasons for such delay. If the Company shall so delay commencement
of the preparation of such Preferred Stock Demand Registration, the Preferred
Stock Requesting Holder may, within 30 calendar days after receipt of the notice
of delay, notify the Company that it is withdrawing its request for registration
and such Preferred Stock Demand Registration shall be deemed to be withdrawn and
such request shall be deemed not to have been exercised for purposes hereof. In
addition, if the Preferred Stock Requesting Holder so notifies the Company of
its determination to withdraw its request for registration and, within the 60
calendar days immediately following the end of the 90-day deferral period, makes
a written request to the Company for registration of Registrable Preferred Stock
that was subject to the registration withdrawn pursuant to the preceding
sentence, the Company shall have no right to defer such registration pursuant to
this Section 2(a).

                  (b) Except as provided by Section 2(d) below and subject to
the hold-back restrictions set forth in Section 5 hereof, the EL Trust shall be
entitled to six Preferred Stock Demand Registrations (three of which may only be
used by a pledgee of the EL Trust (an "EL Trust Pledgee") assigned such rights
by the EL Trust hereunder) and the LAL Trust shall be entitled to one Preferred
Stock Demand Registration; PROVIDED, HOWEVER, that only one Preferred Stock
Demand Registration may be requested by a Preferred Stock Requesting Holder in
any three-month period; PROVIDED FURTHER, HOWEVER, that an EL Trust Pledgee may
only request a Preferred Stock Demand Registration after a default by the EL
Trust in respect of its obligations to the EL Trust Pledgee secured by
Registrable Preferred Stock.

                  (c) The offering of the Registrable Preferred Stock sought to
be registered pursuant to any such Preferred Stock Demand Registration shall be
in the form of an Underwritten Offering if requested by the Preferred Stock
Requesting Holder. If the managing underwriter or underwriters unanimously
determine in good faith that the total number of shares of Registrable Preferred
Stock proposed to be included in such offering is such as to materially
adversely affect the success of such offering, then the

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number of shares of Registrable Preferred Stock shall be reduced or limited to
the number that, in the reasonable opinion of such managing underwriter or
underwriters, can be sold without materially adversely affecting the success of
such offering.

                  (d) If (i) more than one-third of the Preferred Stock
Requesting Holder's Registrable Preferred Stock sought to be registered in the
Preferred Stock Demand Registration is not included in such registration
pursuant to Section 2(c) hereof, (ii) a Preferred Stock Demand Registration is
delayed pursuant to Section 2(a) hereof and the Registration Statement filed
following such delay does not become effective within 120 days following the 90
days referred to in Section 2(a) hereof, (iii) a Preferred Stock Demand
Registration is not delayed pursuant to Section 2(a) hereof and the Registration
Statement filed in respect of such Preferred Stock Demand Registration does not
for any reason become effective within 120 days after such demand for
registration hereunder, (iv) such Registration Statement, after it has become
effective, is interfered with by any stop order, injunction or other order or
requirement of the SEC or other governmental agency or court by reason of an act
or omission by the Company or any of its subsidiaries or (v) the conditions to
closing specified in the purchase agreement or underwriting agreement entered
into in connection with such registration are not satisfied because of an act or
omission by the Company or any of its subsidiaries (other than by reason of
facts or circumstances not within the control of the Company or any such
subsidiary), then in each such case such Preferred Stock Demand Registration
shall not be counted for purposes of calculating the number of demand rights
exercised by the EL Trust, the EL Trust Pledgee or the LAL Trust, as the case
may be, in Section 2(b) hereof.

                  (e) Nothing in this Section 2 or in Section 4 hereof shall
create any right in the EL Trust, the LAL Trust or an EL Trust Pledgee to
require the Company to register any securities other than the Registrable
Preferred Stock and in the case of Section 4 hereof, Registrable Class A Common
Stock, under the Securities Act.

                  3. COMMON STOCK DEMAND REGISTRATION.

                  (a) Except as provided herein, following the consummation of
the Offerings, any Common Stock Demand Holder (a "Common Stock Requesting
Holder") may make a written request to the Company for registration under the
Securities Act of all or part of the Registrable Class A Common Stock he, she or
it then owns (or, if the Common Stock Demand Holder is Morgan or an EL Trust
Pledgee, all or part of the Registrable Class A Common Stock then pledged to, or
owned as a result of foreclosure thereon by, such Common Stock Demand Holder) (a
"Common Stock Demand Registration"); PROVIDED, HOWEVER, that the Company shall
not be obligated to register any Registrable Class A Common Stock if the
aggregate value (as determined in good faith by the Company's Board of
Directors) of the Registrable Class A Common Stock subject to the Common Stock
Requesting Holder's request is less than $50 million. Any such request by a
Common Stock Requesting Holder shall specify the aggregate amount of Registrable
Class A Common Stock to be registered and also shall specify the intended method
of disposition thereof. Within ten Business Days after receipt of such
registration request, the Company shall commence the preparation of the
registration of the specified number of shares of Registrable Class A Common
Stock; PROVIDED, HOWEVER, that the

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Company may, upon written notice to the Common Stock Requesting Holder given
within such ten Business Day period, delay such commencement for a reasonable
period of time, but not for more than 90 calendar days from the Company's
receipt of the request for such Common Stock Demand Registration, (x) as is
necessary to prepare audited financial statements of the Company for its most
recently completed fiscal year or other audited financial statements reasonably
required in the Registration Statement or (y) if the Company would be required
to disclose in such Registration Statement the existence of any fact relating to
a proposed acquisition, financing or other material corporate development not
otherwise required to be disclosed and the Board of Directors of the Company
shall have in good faith determined that such disclosure would be materially
adverse to the Company. Such notice of delay shall explain, in reasonable
detail, the reasons for such delay. If the Company shall so delay commencement
of the preparation of such Common Stock Demand Registration, the Common Stock
Requesting Holder may, within 30 calendar days after receipt of the notice of
delay, notify the Company that it is withdrawing its request for registration
and such Common Stock Demand Registration shall be deemed to be withdrawn and
such request shall be deemed not to have been exercised for purposes hereof. In
addition, if the Common Stock Requesting Holder so notifies the Company of his,
her or its determination to withdraw its request for registration and, within
the 60 calendar days immediately following the end of the 90-day deferral
period, makes a written request to the Company for registration of Registrable
Class A Common Stock that was subject to the registration withdrawn pursuant to
the preceding sentence, the Company shall have no right to defer such
registration pursuant to this Section 3(a).

                  (b) Except as provided by Section 3(d) below and subject to
the hold-back restrictions set forth in Section 5 hereof, the EL Trust shall be
entitled to six Common Stock Demand Registrations (three of which may only be
used by one or more EL Trust Pledgees assigned such rights by the EL Trust
hereunder) and LAL, RSL and Morgan shall be entitled to three Common Stock
Demand Registrations each; PROVIDED, HOWEVER, that the Company shall not be
required to comply with this Section 3(b) more than once in any 12 calendar
month period; PROVIDED FURTHER, HOWEVER, that an EL Trust Pledgee may only
request a Common Stock Demand Registration after a default by the EL Trust in
respect of its obligations to the EL Trust Pledgee secured by Registrable Class
A Common Stock and Morgan may only request a Common Stock Demand Registration
after a default by RSL in respect of his obligations to Morgan secured by
Registrable Class A Common Stock.

                  (c) The offering of the Registrable Class A Common Stock
sought to be registered pursuant to any such Common Stock Demand Registration
shall be in the form of an Underwritten Offering if requested by the Common
Stock Requesting Holder. If the managing underwriter or underwriters unanimously
determine in good faith that the total number of shares of Registrable Class A
Common Stock proposed to be included in such offering is such as to materially
adversely affect the success of such offering, then the number of shares of
Registrable Class A Common Stock shall be reduced or limited to the number that,
in the reasonable opinion of such managing underwriter or underwriters, can be
sold without materially adversely affecting the success of such offering.

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                  (d) If (i) more than one-third of any Common Stock Requesting
Holder's Registrable Class A Common Stock sought to be registered in the Common
Stock Demand Registration is not included in such registration pursuant to
Section 3(c), (ii) a Common Stock Demand Registration is delayed pursuant to
Section 3(a) hereof and does not become effective within 120 days following the
90 days referred to in Section 3(a) hereof, (iii) a Common Stock Demand
Registration is not delayed pursuant to Section 3(a) hereof and the Registration
Statement filed in respect of such Common Stock Demand Registration does not for
any reason become effective within 120 days after such Common Stock Requesting
Holder's demand for registration hereunder, (iv) such Registration Statement,
after it has become effective, is interfered with by any stop order, injunction
or other order or requirement of the SEC or other governmental agency or court
by reason of an act or omission by the Company or any of its subsidiaries or (v)
the conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied
because of an act or omission by the Company or any of its subsidiaries (other
than by reason of facts or circumstances not within the control of the Company
or any such subsidiary), then in each such case such Common Stock Demand
Registration shall not be counted for purposes of calculating the number of
demand rights exercised by such Common Stock Requesting Holder in Section 3(b).

                  (e) Nothing in this Section 3 or in Section 4 hereof shall
create any right in the EL Trust, LAL, RSL, an EL Trust Pledgee or Morgan to
require the Company to register any securities other than the Registrable Class
A Common Stock under the Securities Act.

                  4. PIGGYBACK REGISTRATION.

                  (a) If the Company at any time proposes to issue and register
shares of its equity securities on its own behalf or to register equity
securities on behalf of any holder of its equity securities under the Securities
Act (other than a registration effected solely to implement an employee benefit
plan, a transaction to which Rule 145 promulgated under the Securities Act is
applicable or a transaction eligible to be registered on Form S-4 or any
successor form), the Company shall give written notice each such time to each
Holder of its intention to do so (which notice shall include the anticipated
filing date of the Registration Statement and the number of its equity
securities proposed to be included in the Registration Statement). Upon the
written request of any Common Stock Demand Holder or any other Holder (a
"Participating Holder") given within 15 Business Days after receipt of any such
notice by such Participating Holder (stating the number of Registrable
Securities to be disposed by such Participating Holder (or, if the Participating
Holder is Morgan or an EL Trust Pledgee, the number of Registrable Securities
then pledged to such Participating Holder and to be disposed by the pledgor of
such Registrable Securities or owned by such Participating Holder as a result of
foreclosure thereon and to be disposed by such Participating Holder) and the
intended method of disposition), the Company shall include the Registrable
Securities intended to be disposed of in a Registration Statement under the
Securities Act so as to permit disposition (in accordance with the reasonable
methods in such request) by such Participating Holder (a "Piggyback
Registration").

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                  (b) Notwithstanding any provision of this Section 4, if the
registration of which the Company gives notice pursuant to Section 4(a) is for
an Underwritten Offering and the managing underwriter or underwriters determine
in good faith that the total number of Registrable Securities proposed to be
included in such offering is such as to materially adversely affect the success
of such offering, then priority for inclusion shall be (1) first to any
Requesting Holder exercising demand registration rights, (2) second to the
Company for securities being sold for its own account, and (3) third to those
Participating Holders exercising piggyback registration rights; PROVIDED,
HOWEVER, that the amount of securities of any Participating Holder and such
other holders (other than a Requesting Holder exercising demand registration
rights) shall be reduced or limited PRO RATA among such Participating Holders
and such other holders in proportion to the amount (by value) of securities
sought to be registered by each, to the extent necessary to reduce the total
amount of Registrable Securities to be included in such offering to the amount
that, in the reasonable opinion of such managing underwriter or underwriters,
can be sold without materially adversely affecting the success of such offering;
and PROVIDED FURTHER, HOWEVER, that if it is necessary for the EL Trust to
participate in the Underwritten Offering for the purpose of raising cash to pay
for estate and inheritance taxes, the EL Trust's participation in the
Underwritten Offering shall not be reduced or limited to the extent that the
trustees of the EL Trust certify that the proceeds from the sale of Registrable
Securities included in the applicable registration are used to pay estate,
inheritance and succession taxes, and all generation-skipping transfer taxes
imposed on any direct skip as defined in Section 2612(c) of the Internal Revenue
Code of 1986, as amended (but not including any generation-skipping transfer
taxes imposed on any direct skip resulting from a disclaimer or exercise of a
power of appointment), including all interest in respect of any such taxes,
payable by reason of the death of Mrs. Estee Lauder ("Mrs. Lauder") in respect
of any property whether or not passing under her will (collectively, "Death
Taxes") and all funeral expenses, debts (incurred for the purposes of
administering the estate or the payment of taxes) and expenses of administering
the estate of Mrs. Lauder (collectively, "Administration Expenses"); PROVIDED
FURTHER, HOWEVER, that if such proceeds will not be so used, then the EL Trust's
participation may be reduced or limited as provided herein first in respect of
the Registrable Class A Common Stock and thereafter in respect of the
Registrable Preferred Stock.

                  (c) If any Participating Holder elects not to participate in
any underwriting in which it had previously requested the registration described
in Section 4(a), the Participating Holder may elect to withdraw therefrom by
delivering written notice to the Company and the managing underwriter or
underwriters, if any, at least 30 days prior to the planned effective date of
such Piggyback Registration.

                  (d) Notwithstanding anything to the contrary contained herein
(i) an EL Trust Pledgee may only participate in a Piggyback Registration after a
default by the EL Trust in respect of its obligations to the EL Trust Pledgee
secured by Registrable Securities and (ii) Morgan may only participate in a
Piggyback Registration after a default by RSL in respect of his obligations to
Morgan secured by Registrable Securities.

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                  5. HOLD-BACK AGREEMENTS; PRESS RELEASES.

                  (a) If any of the Registrable Securities beneficially owned by
any Requesting Holder or Participating Holder (or, if the Requesting Holder or
Participating Holder, as the case may be, is Morgan or an EL Trust Pledgee, all
or part of the Registrable Class A Common Stock then pledged to, or owned as a
result of foreclosure thereon by, such Requesting Holder or Participating
Holder) are covered by a Registration Statement filed pursuant to Section 2, 3
or 4 hereof, such Requesting Holder or Participating Holder agrees not to effect
any public sale or distribution of Registrable Securities of the Company,
including a sale pursuant to Rule 144 under the Securities Act (except as part
of such Underwritten Registration), during the 30 calendar day period prior to,
and during the 180 calendar day period beginning on, the closing date of each
Underwritten Offering made pursuant to such Registration Statement, unless the
managing underwriter or underwriters agree in writing to waive or shorten any
such period for all sellers of the Company's securities. This provision shall
not apply to the Requesting Holder or Participating Holder if there is a public
sale or distribution of Registrable Securities prior to expiration of such
holding period or if such Requesting Holder or Participating Holder is prevented
by applicable statute or regulation from entering into any such agreement;
PROVIDED, HOWEVER, that the Requesting Holder or Participating Holder shall
undertake, in its request to participate in any such Underwritten Offering, not
to effect any public sale or distribution of Registrable Securities commencing
on the date of such offering unless it has provided 180 calendar days prior
written notice of such sale or distribution to the managing underwriter or
underwriters (or such fewer number of days as then remains in the 180-day period
commencing on the closing date of such offering). The Company agrees to be bound
by the foregoing hold-back agreement and to cause each person to which it grants
registration rights to be so bound to the same extent as the Requesting Holder
or Participating Holder.

                  (b) Before any Requesting Holder or Participating Holder shall
disseminate or announce publicly any information concerning a proposed offering
pursuant to Section 2, 3 or 4 hereof that is intended for or may result in
public knowledge thereof, such holder shall so advise the Company and shall not
disseminate or announce publicly such information without the Company's consent,
unless such information is otherwise publicly available or the dissemination
thereof is required by applicable law.

                  (c) Notwithstanding anything to the contrary contained herein,
the parties hereto agree not to exercise any registration rights provided herein
without the prior written consent of Goldman, Sachs & Co. until 185 days after
the date of the prospectus used in connection with the Offerings.

                  6. REGISTRATION PROCEDURES. In connection with the Company's
Demand Registration and Piggyback Registration obligations pursuant to Sections
2, 3 and 4 hereof, the Company will use its reasonable efforts to effect such
Demand Registration or Piggyback Registration to permit the sale of Registrable


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Securities in accordance with the intended method or methods of distribution
thereof, and pursuant thereto the Company will:

                           (a) prepare and file with the SEC, as soon as
                  practicable after receipt of the registration request referred
                  to in Section 2, 3 or 4 hereof, and use its best efforts to
                  have declared effective, a Registration Statement relating to
                  the Demand Registration or Piggyback Registration on any
                  appropriate form under the Securities Act, which form shall be
                  available for the sale of the Registrable Securities in
                  accordance with the intended method or methods of distribution
                  thereof and shall include all financial statements required by
                  the SEC to be filed therewith, and cooperate and assist in any
                  filings required to be made with any national stock exchange
                  or national computerized market system on which the
                  Registrable Securities sought to be registered are to be
                  listed or quoted; PROVIDED, HOWEVER, that, before filing a
                  Registration Statement or Prospectus or any amendments or
                  supplements thereto, the Company shall furnish to each
                  Requesting Holder and Participating Holder and the managing
                  underwriter or underwriters, if any, copies of all such
                  documents proposed to be filed, which documents shall be
                  subject to the reasonable review of such Holder and the
                  managing underwriter or underwriters, if any, and the Company
                  shall not file any Registration Statement or amendment thereto
                  or any Prospectus or any supplement thereto to which the
                  managing underwriter or underwriters, if any, or such Holders
                  shall reasonably object in writing;

                           (b) cause the Prospectus to be supplemented by any
                  required Prospectus supplement, and as so supplemented to be
                  filed pursuant to Rule 424 under the Securities Act and comply
                  with the provisions of the Securities Act with respect to the
                  disposition of all the Registrable Securities covered by such
                  Registration Statement during the applicable period in
                  accordance with the intended method or methods of distribution
                  by the Requesting Holder or Participating Holder set forth in
                  such Registration Statement or supplement to the Prospectus;
                  PROVIDED, HOWEVER, that any actions taken by the Company in
                  good faith and for valid business reasons, including, without
                  limitation, the acquisition or divestiture of assets, shall
                  not violate the foregoing so long as the Company promptly
                  thereafter complies with the requirements of Section 6(k)
                  hereof, if applicable;

                           (c) notify each Requesting Holder and Participating
                  Holder and the managing underwriter or underwriters, if any,
                  and (if requested by any such Person) confirm such notice in
                  writing: (1) when the Registration Statement or any amendment
                  thereto or the Prospectus or any Prospectus supplement or
                  post-effective amendment has been filed, and, with respect to
                  the Registration Statement or any post-effective amendment,
                  when the same has become effective, and to furnish each such
                  Holder and underwriter with copies thereof, (2) of any request
                  by the SEC for amendments or supplements to the Registration
                  Statement or the

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                  Prospectus or for additional information, (3) of the issuance
                  by the SEC of any stop order or similar order suspending the
                  effectiveness of the Registration Statement or the use of any
                  preliminary Prospectus or Prospectus or the initiation or
                  threatening of any proceedings for that purpose, (4) if at any
                  time the representations and warranties of the Company
                  contemplated by Section 6(l) below cease to be true and
                  correct, (5) of the receipt by the Company of any notification
                  with respect to the suspension of the qualification of the
                  Registrable Securities for offering or sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose and (6) of the happening of any
                  event that makes any statement made in the Registration
                  Statement, the Prospectus or any document incorporated therein
                  by reference untrue or that requires the making of any changes
                  in the Registration Statement, the Prospectus or any document
                  incorporated therein by reference in order to make the
                  statements therein not misleading;

                           (d) make every reasonable effort to obtain the
                  withdrawal of any stop order or other order suspending the
                  effectiveness of the Registration Statement or the use of any
                  preliminary Prospectus or Prospectus, at the earliest possible
                  moment;

                           (e) if requested by any Requesting Holder or
                  Participating Holder or the managing underwriter or
                  underwriters, if any, incorporate in a Prospectus supplement
                  or post-effective amendment such information as such Holder or
                  the managing underwriter or underwriters, if any, reasonably
                  agree should be included therein relating to the plan of
                  distribution with respect to the Registrable Securities; and
                  make all required filings of such Prospectus supplement or
                  post-effective amendment as soon as notified of the matters to
                  be incorporated in such Prospectus supplement or
                  post-effective amendment; PROVIDED, HOWEVER, that the Company
                  shall not be required to take any actions in this Section 6(e)
                  that will not, in the written opinion of counsel for the
                  Company delivered to each Requesting Holder and Participating
                  Holder, in compliance with applicable law;

                           (f) furnish to each Requesting Holder and
                  Participating Holder and each managing underwriter or
                  underwriters, if any, without charge, at least one executed
                  copy and as many conformed copies as they may reasonably
                  request of the Registration Statement and any post-effective
                  amendments thereto, including financial statements and
                  schedules, all documents incorporated therein by reference and
                  all exhibits (including those incorporated by reference);

                           (g) deliver to each Requesting Holder and
                  Participating Holder and the managing underwriter or
                  underwriters, if any, without charge, as many copies of the
                  Prospectus (including each preliminary prospectus) and any
                  amendment or supplement thereto as such Persons may


                                       11
<PAGE>


                  reasonably request; it being understood and agreed that the
                  Company consents to the use of the Prospectus or any amendment
                  or supplement thereto by each such Holder and the managing
                  underwriter or underwriters, if any, in connection with the
                  offering and sale of the Registrable Securities covered by the
                  Prospectus or any amendment or supplement thereto;

                           (h) prior to any public offering of Registrable
                  Securities covered by a Registration Statement, use its best
                  efforts to register or qualify, and cooperate with each
                  Requesting Holder and Participating Holder, the managing
                  underwriter or underwriters, if any, and respective counsel in
                  connection with the registration or qualification of, such
                  Registrable Securities for offer and sale under the securities
                  or blue sky laws of such jurisdictions as each such Holder or
                  underwriter reasonably requests in writing and do any and all
                  other acts or things necessary or advisable to enable the
                  disposition in such jurisdictions of the Registrable
                  Securities covered by the Registration Statement; PROVIDED,
                  HOWEVER, that the Company shall not be required: (1) to
                  qualify generally to do business in any jurisdiction where it
                  is not then so qualified or (2) to take any action that would
                  subject it to general service of process in any such
                  jurisdiction where it is not then so subject or subject the
                  Company to any tax in any such jurisdiction where it is not
                  then so subject;

                           (i) (1) cooperate with each Requesting Holder and
                  Participating Holder and the managing underwriter or
                  underwriters, if any, to facilitate the timely preparation and
                  delivery of certificates representing the Registrable
                  Securities covered by a Registration Statement to be sold; and
                  (2) enable the Registrable Securities covered by a
                  Registration Statement to be in such denominations and
                  registered in such names as the managing underwriter or
                  underwriters may request at least two Business Days prior to
                  any sale of such Registrable Securities to the underwriters;

                           (j) use its best efforts to cause the Registrable
                  Securities covered by the applicable Registration Statement to
                  be registered with or approved by such other governmental
                  agencies or authorities as may be necessary to enable each
                  Requesting Holder and Participating Holder or the managing
                  underwriter or underwriters, if any, to consummate the
                  disposition of such Registrable Securities; PROVIDED, HOWEVER,
                  that the Company shall not be required to register the
                  Registrable Securities covered by a Registration Statement in
                  any jurisdiction where such registration would subject the
                  Company to general service of process where it is not then so
                  subject, or subject the Company to any tax in any such
                  jurisdiction where it is not then so subject;

                           (k) upon the occurrence of any event contemplated by
                  clause (6) of Section 6(c) above, prepare a supplement or
                  post-effective amendment to the Registration Statement or the
                  related Prospectus or any


                                       12
<PAGE>

                  document incorporated therein by reference or file any other
                  required document so that, as thereafter delivered to the
                  purchasers of the Registrable Securities covered by a
                  Registration Statement, the Prospectus will not contain an
                  untrue statement of a material fact or omit to state any
                  material fact necessary to make the statements therein not
                  misleading;

                           (l) enter into such customary agreements (including
                  an underwriting agreement) on terms reasonably acceptable to
                  the Company and use its best efforts to take all such other
                  actions in order to facilitate the disposition of the
                  Registrable Securities covered by the Registration Statement
                  and in such connection, whether or not an underwriting
                  agreement is entered into and whether or not the registration
                  is an underwritten registration: (1) make such representations
                  and warranties to each Requesting Holder and Participating
                  Holder and the managing underwriter or underwriters, if any,
                  in form, substance and scope, as are customarily made by
                  issuers to underwriters in similar underwritten offerings; (2)
                  obtain opinions of counsel to the Company and updates thereof
                  (which counsel and opinions (in form, scope and substance)
                  shall be reasonably satisfactory to the managing underwriter
                  or underwriters, if any, and not objected to by any Requesting
                  Holder or Participating Holder) addressed to each Requesting
                  Holder and Participating Holder and the managing underwriter
                  or underwriters, if any, covering the matters customarily
                  covered in opinions requested in underwritten offerings and
                  such other matters as may be reasonably requested by any such
                  Holder and the underwriters; (3) obtain "cold comfort" letters
                  and updates thereof from the Company's independent certified
                  public accountants addressed to each Requesting Holder and
                  Participating Holder and the managing underwriter or
                  underwriters, if any, such letters to be in customary form and
                  covering matters of the type customarily covered in "cold
                  comfort" letters by accountants in connection with
                  underwritten offerings; (4) if an underwriting agreement is
                  entered into, the same shall set forth certain indemnification
                  provisions and procedures with respect to all parties to be
                  indemnified pursuant thereto, which provisions and procedures
                  shall be normal and customary in the investment banking and/or
                  financial services industry; and (5) deliver such documents
                  and certificates as may be reasonably requested by each
                  Requesting Holder and Participating Holder and the managing
                  underwriter or underwriters, if any, to evidence compliance
                  with Section 6(k) above and with any customary conditions
                  contained in the underwriting agreement or other agreement
                  entered into by the Company. Each of the above shall be done
                  at each closing under such underwriting or similar agreement
                  or as and to the extent required thereunder;

                           (m) otherwise use its best efforts to comply with all
                  applicable rules and regulations of the SEC, and make
                  generally available to holders of Registrable Securities
                  covered by a Registration Statement, earnings statements
                  satisfying the provisions of Section 11(a) of the Securities
                  Act,

                                       13
<PAGE>


                  no later than 45 calendar days after the end of any 12-month
                  period (or 90 calendar days, if such period is a fiscal year):
                  (l) commencing at the end of any fiscal quarter in which the
                  Registrable Securities covered by a Registration Statement is
                  sold to underwriters in a firm or best efforts underwritten
                  offering or (2) if not sold to underwriters in such an
                  offering, beginning with the first month of the Company's
                  first fiscal quarter commencing after the effective date of
                  the Registration Statement, which statements shall cover said
                  12-month periods; and

                           (n) make available for inspection by any Holder of
                  Registrable Securities covered by a Registration Statement
                  (including Morgan or an EL Trust Pledgee if it is a Requesting
                  Holder or Participating Holder in connection therewith), any
                  underwriter participating in any disposition pursuant to such
                  registration statement and any attorney, accountant or other
                  professional retained by any such Holder or underwriter
                  (collectively, the "Inspectors"), all financial and other
                  records, pertinent corporate documents and properties of the
                  Company (collectively, the "Records") as shall be reasonably
                  necessary to enable them to exercise their due diligence
                  responsibility, and cause the Company's officers, directors
                  and employees to supply all information reasonably requested
                  by any Inspectors in connection with such registration
                  statement. Records which the Company determines, in good
                  faith, to be confidential and which it notifies the Inspectors
                  are confidential shall not be disclosed by the Inspectors
                  unless (i) the disclosure of such Records is necessary to
                  avoid or correct a misstatement or omission in such
                  registration statement or (ii) the release of such Records is
                  ordered pursuant to a subpoena or other order from a court of
                  competent jurisdiction. Each such Holder of Registrable
                  Securities covered by a Registration Statement agrees that
                  information obtained by it as a result of such inspections
                  shall be deemed confidential and shall not be used by it as
                  the basis for any market transactions in the securities of the
                  Company or its affiliates unless and until such is made
                  generally available to the public. Each such Holder of
                  Registrable Securities covered by a Registration Statement
                  further agrees that it will, upon learning that disclosure of
                  such Records is sought in a court of competent jurisdiction,
                  give notice to the Company and allow the Company, at its
                  expense, to undertake appropriate action to prevent disclosure
                  of the Records deemed confidential.

                  The Company may require each Requesting Holder and
Participating Holder to furnish to the Company such information regarding the
distribution of the Registrable Securities sought to be registered as the
Company may from time to time reasonably request in writing, and the Company may
exclude from registration the Registrable Securities of any such Holder if it
fails to furnish such information within a reasonable time after receiving such
request.

                  Each Requesting Holder and Participating Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in

                                       14
<PAGE>


clause (3), (5) or (6) of Section 6(c) hereof, such Holder shall forthwith
discontinue disposition of the Registrable Securities until it receives copies
of the supplemented or amended Prospectus contemplated by Section 6(k) hereof,
or until it is advised in writing by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings which are incorporated by reference in the Prospectus, and, if so
directed by the Company, each Requesting Holder and Participating Holder will
deliver to the Company all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Registrable Securities at
the time of receipt of such notice.

                  7. REGISTRATION EXPENSES.

                  (a) Except as set forth in Section 7(c) hereof, all expenses
incident to the Company's performance of or compliance with this Agreement
pursuant to any Demand Registration or any Piggyback Registration, including,
without limitation all: (1) registration and filing fees, including National
Association of Securities Dealers' fees and fees and expenses associated with
filings required to be made with a national securities exchange or national
computerized market system, (2) fees and expenses of compliance with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel for underwriters in connection with blue sky qualifications of the
Registrable Securities covered by the Registration Statement and determination
of eligibility for investment under the laws of such jurisdictions designated by
the managing underwriter or underwriters, if any), (3) printing expenses
(including expenses of printing certificates for the Registrable Securities
covered by the Registration Statement in a form eligible for deposit with the
Depositary Trust Company and of printing prospectuses) and the expenses related
to copying any documents or agreements related to such registration, (4) fees
and disbursements of counsel for the Company, of all independent certified
public accountants of the Company (including the expenses of any special audit
and "cold comfort" letters required by or incident to such performance) and of
all underwriters and (5) fees and expenses of other Persons, such as any
transfer agent or registrar, retained by the Company in connection with such
registration shall be borne by the Company, regardless of whether the
Registration Statement becomes effective.

                  (b) The Company shall, under either a Piggyback or Demand
Registration, pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, and the fees and expenses
of any Person (other than legal counsel), including special experts, retained by
the Company, regardless of whether the Registration Statement becomes effective.

                  (c) The Requesting Holder or Participating Holder shall bear
the following expenses in connection with any Demand or Piggyback Registration,
regardless of whether the Registration Statement becomes effective: (1) all
discounts, commissions, or fees of underwriters, selling brokers, dealer
managers, or similar securities industry professionals relating to the
distribution of the Registrable Securities of such Holder, (2) all legal and
accounting fees and expenses of such Holder and (3) all taxes of such Holder.

                                       15
<PAGE>

                  8. INDEMNIFICATION.

                  (a) INDEMNIFICATION BY COMPANY. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, each
Requesting Holder and Participating Holder, its trustees, beneficiaries,
employees, directors and officers and each Person who controls any such Holder
(within the meaning of Section 15 of the Securities Act) from and against all
losses, claims, damages, liabilities, and reasonable expenses arising out of or
based upon any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information
furnished to the Company in writing by such Holder specifically for use therein;
PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense of such Holder
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any such preliminary Prospectus if: (1)
such Holder or its agents failed to deliver a copy of the Prospectus to the
Person asserting such loss, claim, damage, liability, or expense after the
Company had furnished such Holder with a sufficient number of copies of the same
and (2) the Prospectus corrected such untrue statement or omission; and PROVIDED
FURTHER that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage, liability, or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission in the Prospectus, if such untrue statement or alleged untrue statement
or omission or alleged omission is corrected in an amendment or supplement to
the Prospectus and such Holder or its agent thereafter fails to deliver such
Prospectus as so amended or supplemented prior to or concurrently with the sale
of the Registrable Securities covered by a Registration Statement to the Person
asserting such loss, claim, damage, liability, or expense after the Company had
furnished such Holder with a sufficient number of copies thereof in a manner and
at a time sufficient to permit delivery of the same. The Company will also
indemnify underwriters, selling brokers, dealer managers, and similar securities
industry professionals participating in the distribution, their officers and
directors, and each Person who controls such Persons (within the meaning of
Section 15 of the Securities Act), as then customary in connection with similar
transactions, if requested, including an exception relating to any information
furnished to the Company in writing by such underwriters, selling brokers,
dealer managers and similar securities industry professionals.

                  (b) INDEMNIFICATION BY HOLDERS. In connection with each Demand
Registration and Piggyback Registration hereunder, each Requesting Holder and
Participating Holder, respectively, shall furnish to the Company in writing such
information as the Company reasonably requests for use in connection with any
Registration Statement or Prospectus, and agrees, severally but not jointly, to
indemnify and hold harmless, to the full extent permitted by law, the Company,
its officers, directors, and employees, and each Person who directly or
indirectly controls the Company (within the meaning of Section 15 of the
Securities Act), from and against any losses, claims, damages, liabilities, and
reasonable expenses resulting from any untrue

                                       16
<PAGE>

statement of a material fact or any omission of a material fact required to be
stated in the Registration Statement or Prospectus or preliminary Prospectus or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is contained in such
information so furnished by such Holder to the Company specifically for
inclusion in such Registration Statement or Prospectus. The Company shall be
entitled to receive indemnities from underwriters, selling brokers, dealer
managers, and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to information
so furnished in writing by such Persons specifically for inclusion in any
Prospectus or Registration Statement. The amount payable by any Requesting
Holder or Participating Holder with respect to the indemnification set forth in
this subsection (b) in connection with any Demand Registration or Piggyback
Registration shall not exceed the amount of gross proceeds received by such
Requesting Holder or Participating Holder, as the case may be, from the sale of
Registrable Securities sold in the offering made pursuant to such Demand
Registration or Piggyback Registration, as the case may be. If Morgan or an EL
Trust Pledgee has registered any Registrable Securities pursuant to a Demand
Registration or Piggyback Registration at a time when such Registrable
Securities were pledged to Morgan or an EL Trust Pledgee (and not owned by
Morgan or an EL Trust Pledgee as a result of foreclosure thereon), for purposes
of this subsection (b), the "Requesting Holder" or "Participating Holder" with
respect to such Registrable Securities shall be deemed to be RSL and not Morgan
or the EL Trust and not such EL Trust Pledgee, as the case may be.

                  (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person
entitled to indemnification hereunder shall: (1) give prompt written notice to
the indemnifying party of any written claim with respect to which it seeks
indemnification and (2) permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party;
PROVIDED, HOWEVER, that any Person entitled to indemnification hereunder shall
have the right to employ separate counsel and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such Person unless: (x) the indemnifying party has agreed in writing to pay such
fees or expenses, (y) the indemnifying party shall have failed to assume the
defense of such claim and employ counsel reasonably satisfactory to such Person
or (z) in the reasonable judgment of any such Person, based upon written advice
of its counsel, a conflict of interest may exist between such Person and the
indemnifying party with respect to such claims (in which case, if the Person
notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such Person). If such defense is not assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement of, or consent to the entry of any judgment with respect
to, any claim in respect of which indemnification or contribution may be sought
hereunder unless such settlement or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such claim
and (ii) does not include a statement as to or an admission of fault by or on
behalf of the indemnified party. An

                                       17
<PAGE>

indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel (together with appropriate local counsel) for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party, based upon written advice of counsel, a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.

                  (d) CONTRIBUTION. If for any reason the indemnification
provided for in the preceding Sections 8(a) and 8(b) is unavailable to an
indemnified party or insufficient to hold it harmless as contemplated by the
preceding Sections 8(a) and 8(b), then the indemnifying party shall contribute
to the amount paid or payable by the indemnified party as a result of such loss,
claim, damage, or liability in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable considerations. 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.













                                       18
<PAGE>


                  9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

                  (a) If any of the Registrable Securities covered by a
Registration Statement is to be sold in an Underwritten Offering, the investment
banker or investment bankers and manager or managers that will administer the
offering will be selected by the Requesting Holder in a Preferred Stock Demand
Registration and by the Company in all other registrations; PROVIDED, HOWEVER,
that in a Common Stock Demand Registration, such selection shall be subject to
the consent of the Requesting Holder, which consent shall not be unreasonably
withheld.

                  (b) No Person may participate in any Underwritten Registration
hereunder unless such Person: (1) agrees to sell such Person's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements, and (2) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, and other documents required under the terms of such underwriting
arrangements. Nothing in this Section 9 shall be construed to create any
additional rights regarding the registration of Registrable Securities in any
Person otherwise than as set forth herein.

                  10. EFFECTIVENESS AND TERMINATION. The rights and obligations
under this Agreement shall become effective upon consummation of the Offerings
and, except for continuing obligations pursuant to Sections 7 or 8, shall
automatically terminate with respect to each Holder upon the sale or other
disposition by such Holder of all his, her or its Registrable Securities.

                  11. TERMINATION OF PREFERRED STOCK REGISTRATION RIGHTS
AGREEMENT. The Company and the EL Trustees constitute all the parties to the
Preferred Stock Registration Rights Agreement. The Company and the EL Trustees
hereby agree that upon effectiveness of this Agreement, the Preferred Stock
Registration Rights Agreement shall be terminated immediately and shall be of no
further force or effect.

                  12. MISCELLANEOUS.

                  (a) AMENDMENTS AND WAIVERS. This Agreement may be amended or
modified at any time upon the agreement of each Holder and the Company by an
instrument in writing executed by each such party. In addition, any party may,
at its option, by an instrument in writing, waive or extend the time for the
fulfillment of any condition herein contained to be fulfilled for the benefit of
such party. Waiver by any party of any breach or failure to comply with any
provision of this Agreement by another party shall not be construed as, or
constitute, a continuing waiver of such provisions, or a waiver of any other
breach of or failure to comply with any other provisions of this Agreement.

                  (b) ENFORCEMENT. Each party hereto hereby agrees that the
remedy at law for any breach of this Agreement is inadequate and that should any
dispute arise concerning the sale or disposition of any Registrable Securities
or any other matter


                                       19
<PAGE>

hereunder, this Agreement shall be enforceable in a court of equity by an
injunction or a decree of specific performance. Such remedies shall, however, be
cumulative and nonexclusive, and shall be in addition to any other remedies
which the parties hereto may have.

                  (c) ARBITRATION. Any controversy arising under, out of, in
connection with, or relating to, this Agreement, and any amendment hereof, or
the breach hereof, shall be determined and settled by arbitration in New York,
New York, by a person or persons mutually agreed upon, or in the event of a
disagreement as to the selection of the arbitrator or arbitrators, in accordance
with the rules of the American Arbitration Association. Any award rendered
therein shall specify the findings of fact of the arbitrator or arbitrators and
the reasons for such award, with the reference to and reliance on relevant law.
Any such award shall be final and binding on each and all of the parties thereto
and their personal representatives, and judgment may be entered thereon in any
court having jurisdiction thereof.

                  (d) ASSIGNMENT. Except as provided in this Section 12(d),
neither this Agreement nor any of the rights, interests or obligations hereunder
may be assigned by any of the parties hereto, except, in the case of the
Company, by operation of law. Each party hereto (other than the Company) who is
a Family Member (as defined below) may assign his, her or its rights and
obligations hereunder to another Family Member; PROVIDED that in order to
exercise such rights, the assignee must be a Family Member at the time of
exercise of any such rights. The EL Trust may assign up to three Class A Common
Stock Demand Registration rights and up to three Preferred Stock Demand
Registration rights hereunder to an EL Trust Pledgee; PROVIDED, HOWEVER, that
the total demand registration right assignments made to all EL Trust Pledgees
does not exceed three Class A Common Stock Demand Registration rights and three
Preferred Stock Demand Registration Rights. An assignee's exercise of any rights
assigned to him, her or it hereunder is evidence of its agreement to be bound,
as to him, her or it, to the same obligations as are applicable hereunder to the
assignor, and, in the case of an EL Trust Pledgee, such additional conditions
specifically set forth herein. For purposes hereof, "Family Member" shall have
the meaning ascribed to it in the Stockholders' Agreement, dated the date
hereof, among the Company, LAL, RSL, WPL, GML, Aerin Lauder, Jane Lauder, LAL
Family Partners L.P., Lauder & Sons L.P. and the trustees of the various trusts
set forth on the signature pages thereof. This Agreement will be binding upon,
and will inure to the benefit of and be enforceable by, the parties and their
permitted successors (which shall include in the case of an individual, such
individual's estate, guardian, conservator or committee) and assigns.

                  (e) NOTICES. Any notices and other communications given
pursuant to this Agreement shall be in writing and shall be effective upon
delivery by hand or upon receipt if sent by certified or registered mail
(postage prepaid and return receipt requested) or by a nationally recognized
overnight courier service (appropriately marked for overnight delivery) or upon
transmission if sent by facsimile (with request for immediate confirmation of
receipt in a manner customary for communications of such type and with physical
delivery of the communication being made by one of the other

                                       20
<PAGE>


means specified in this Section 12(e) as promptly as practicable thereafter).
Notices are to be addressed as follows:

                                    (i) If to the Company:

                                    The Estee Lauder Companies Inc.
                                    767 Fifth Avenue
                                    New York, New York  10153
                                    Attention:  President
                                    Telecopy:  (212) 572-6745

                                    With a copy to:

                                    The Estee Lauder Companies Inc.
                                    767 Fifth Avenue
                                    New York, New York  10153
                                    Attention:  Secretary
                                    Telecopy:  (212) 572-3989

                                             and

                                    Weil, Gotshal & Manges
                                    767 Fifth Avenue
                                    New York, New York  10153
                                    Attention:  Jeffrey J. Weinberg, Esq.
                                    Telecopy:  (212) 310-8007

                  (ii) If to a Holder, then as set forth in the second
                  column of Schedule A hereto with a copy to the person
                  or persons listed in the third column of Schedule A hereto.

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

                  (g) GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the internal laws of the State of
                  New York (other than its rules of conflicts of law to the
                  extent the application of the laws of another jurisdiction
                  would be required thereby).



                                       21
<PAGE>


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

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

                  (j) SEVERABILITY. If any provision of this Agreement or the
                  application thereof to any person or circumstances is
                  determined by a court of competent jurisdiction to be invalid,
                  void or unenforceable, the remaining provisions hereof, or the
                  application of such provision to persons or circumstances
                  other than those as to which it has been held invalid or
                  unenforceable, shall remain in full force and effect and shall
                  in no way be affected, impaired or invalidated thereby, so
                  long as the economic or legal substance of the transactions
                  contemplated hereby is not affected in any manner adverse to
                  any party. Upon such determination, the parties shall
                  negotiate in good faith in an effort to agree upon a suitable
                  and equitable substitute provision to effect the original
                  intent of the parties.

                  (k) TRUSTEES' CAPACITY. With respect to obligations of
                  trustees who are parties hereto in their capacity as trustees
                  of one or more trusts, this Agreement shall be binding upon
                  such trustees only in their capacities as trustees, not
                  individually and not with respect to any Registrable
                  Securities other than Registrable Securities held by them in
                  their capacity as trustees of such trusts.







                                       22
<PAGE>



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

                                    THE ESTEE LAUDER COMPANIES INC.

                                    By:

                                    Name:   Leonard A. Lauder
                                    Title:  Chairman and Chief Executive Officer

                                    Leonard A. Lauder, (a) individually, (b) as
                                    Managing Partner of LAL Family Partners
                                    L.P., (c) as Trustee of The Estee Lauder
                                    1994 Trust, (d) as a Class B General Partner
                                    of Lauder & Sons L.P., (e) as Trustee of The
                                    1995 Estee Lauder LAL Trust (a Class B
                                    General Partner of Lauder & Sons L.P.) and
                                    (f) as Trustee of the LAL Trust



                                    Ronald S. Lauder, (a) individually, (b) as
                                    Trustee of The Descendents of RSL 1966
                                    Trust, (c) as Trustee of The Estee Lauder
                                    1994 Trust, (d) as a Class B General Partner
                                    of Lauder & Sons L.P. and (e) as Trustee of
                                    The 1995 Estee Lauder RSL Trust (a Class B
                                    General Partner of Lauder & Sons L.P.)

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

                                    William P. Lauder, (a) individually and (b)
                                    as Trustee of The 1992 Leonard A. Lauder
                                    Grantor Retained Annuity Trust


                                       23
<PAGE>


                                    Gary M. Lauder, (a) individually and (b) as
                                    Trustee of The 1992 Leonard A. Lauder
                                    Grantor Retained Annuity Trust

                                                  -------------
                                     Aerin Lauder



                                             -------------
                                      Jane Lauder




                                            -------------
                                    Joel S. Ehrenkranz, (a) as Trustee
                                    of the 1992 Leonard A. Lauder
                                    Grantor Retained Annuity Trust, (b)
                                    as Trustee of the Trust f/b/o Gary
                                    M. Lauder and William P. Lauder
                                    u/a/d December 15, 1976, created by
                                    Leonard Lauder, as Grantor, (c) as
                                    Trustee of The 1995 Estee Lauder LAL
                                    Trust (a Class B General Partner of
                                    Lauder & Sons L.P.) and (d) as
                                    Trustee of the LAL Trust

                                    Carol S. Boulanger, as Trustee of the Trust
                                    f/b/o Gary M. Lauder and William P. Lauder
                                    u/a/d December 15, 1976, created by Leonard
                                    Lauder, as Grantor



                                    Richard D. Parsons, (a) as Trustee of the
                                    Trust f/b/o Aerin Lauder and Jane Lauder
                                    u/a/d December 15, 1976, created by Estee
                                    Lauder and Joseph H. Lauder, as Grantors,
                                    (b) as Trustee of the Trust f/b/o Aerin
                                    Lauder and Jane Lauder u/a/d December 15,
                                    1976, created by Ronald S. Lauder, as
                                    Grantor and



                                       24
<PAGE>

                                    (c) as Trustee of The 1995 Estee Lauder RSL
                                    Trust (a Class B General Partner of Lauder &
                                    Sons L.P.)



                                    Ira T. Wender, (a) as Trustee of The Estee
                                    Lauder 1994 Trust, (b) as Trustee of The
                                    1995 Estee Lauder LAL Trust (a Class B
                                    General Partner of Lauder & Sons L.P.) and
                                    (c) as Trustee of The 1995 Estee Lauder RSL
                                    Trust (a Class B General Partner of Lauder &
                                    Sons L.P.)

                                    Morgan Guaranty Trust Company of New York,
                                    in its capacity as pledgee of Ronald S.
                                    Lauder



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








                                       25
<PAGE>



                                   SCHEDULE A

                                     HOLDERS

<TABLE>
<CAPTION>
         NAME OF HOLDER               NOTICE ADDRESS                    COPIES TO
         --------------               --------------                     ---------
<S>                        <C>                                   <C>
Leonard A. Lauder          767 Fifth Avenue                      Weil, Gotshal & Manges
                           New York, New York  10153             767 Fifth Avenue
                           Telecopy:  (212) 572-6745             New York, NY  10153
                                                                 Attn: Jeffrey J. Weinberg, Esq.
                                                                 Telecopy:  (212) 310-8007

Ronald S. Lauder           767 Fifth Avenue                      Debevoise & Plimpton
                           New York, New York  10153             875 Third Avenue
                           Telecopy:  (212) 572-4046             New York, New York  10022
                                                                 Attn:  Alan H. Paley, Esq.
                                                                 Telecopy:  (212) 909-6836

Trustees of                Leonard A. Lauder                     Cravath, Swaine & Moore
  The Estee Lauder         767 Fifth Avenue                      825 Eighth Avenue
  1994 Trust               New York, New York  10153             New York, NY  10019
                           Telecopy:  (212) 572-6745             Attn:  Daniel L. Mosley, Esq.
                                                                 Telecopy:  (212) 474-3700
                           Ronald S. Lauder
                           767 Fifth Avenue
                           New York, New York  10153
                           Telecopy:  (212) 572-4046

                           Ira T. Wender, Esq.
                           Patterson, Belknap,
                             Webb & Tyler
                           1133 Avenue of the Americas New
                           York, New York  10036
                           Telecopy: (212) 336-2222

William P. Lauder          767 Fifth Avenue                      Debevoise & Plimpton
                           New York, NY  10153                   875 Third Avenue
                           Telecopy:  (212) 572-6967             New York, NY  10022
                                                                 Attn:  Theodore A. Kurz, Esq.
                                                                 Telecopy: (212) 909-6836

Gary M. Lauder             [INTENTIONALLY OMITTED]               Debevoise & Plimpton
                                                                 875 Third Avenue
                                                                 New York, NY  10022
                                                                 Attn:  Theodore A. Kurz, Esq.
                                                                 Telecopy: (212) 909-6836

Aerin Lauder               [INTENTIONALLY OMITTED]               Judah Gribetz, Esq.
                                                                 180 Maiden Lane
                                                                 New York, NY  10038
                                                                 Telecopy:  (212) 248-2655
</TABLE>




                                       26
<PAGE>


<TABLE>
<CAPTION>
         NAME OF HOLDER               NOTICE ADDRESS                          COPIES TO
         --------------               --------------                          ---------
<S>                                <C>                                   <C>

Jane Lauder                        2609 California Street                Judah Gribetz, Esq.
                                   San Francisco, CA  94115              180 Maiden Lane
                                   Telecopy:  [to be supplied]           New York, NY  10038
                                                                         Telecopy:  (212) 248-2655

LAL Family Partners L.P.           c/o Leonard A. Lauder                 Boulanger, Hicks & Churchill
                                   767 Fifth Avenue                      135 E. 57th Street
                                   New York, NY  10153                   New York, NY  10022
                                   Telecopy:  (212) 572-6745             Attn: Carol S. Boulanger, Esq.
                                                                         Telecopy: (212) 753-6971

Trustees of                        Leonard A. Lauder                     Boulanger, Hicks & Churchill
The LAL 1995 Preferred Stock       767 Fifth Avenue                      135 E. 57th Street
Trust                              New York, NY  10153                   New York, NY  10022
                                   Telecopy:  (212) 572-6745             Attn: Carol S. Boulanger, Esq.
                                                                         Telecopy: (212) 753-6971
                                   Joel S. Ehrenkranz
                                   375 Park Avenue
                                   New York, NY  10152
                                   Telecopy:  (212) 754-1905

Trustees of the                    Joel S. Ehrenkranz                    Debevoise & Plimpton
Trust f/b/o Gary M. Lauder and     375 Park Avenue                       875 Third Avenue
William P. Lauder u/a/d December   New York, NY  10152                   New York, NY  10022
15, 1976, created by Leonard       Telecopy:  (212) 754-1905             Attn:  Theodore A. Kurz, Esq.
Lauder, as Grantor                                                       Telecopy:  (212) 909-6836
                                   Carol S. Boulanger
                                   135 E. 57th Street
                                   New York, NY  10022
                                   Telecopy: (212) 753-6971

Trustee of the                     Richard D. Parsons                    Patterson, Belknap, Webb & Tyler
Trust f/b/o Aerin Lauder and       75 Rockefeller Plaza                  1133 Avenue of the Americas
Jane Lauder u/a/d December 15,     New York, NY  10019                   New York, NY 10036
1976, created by Estee Lauder      Telecopy: (212) 275-3085              Attn: Christopher Angell, Esq.
and Joseph H. Lauder, as Grantors                                        Telecopy: (212) 336-2222

Trustee of the                     Richard D. Parsons                    Patterson, Belknap, Webb & Tyler
Trust f/b/o Aerin Lauder and       75 Rockefeller Plaza                  1133 Avenue of the Americas
Jane Lauder u/a/d December 15,     New York, NY  10019                   New York, NY 10036
1976, created by Ronald S.         Telecopy: (212) 275-3085              Attn: Christopher Angell, Esq.
Lauder, as Grantor                                                       Telecopy: (212) 336-2222
</TABLE>



                                       27
<PAGE>

<TABLE>
<CAPTION>
         NAME OF HOLDER                   NOTICE ADDRESS                          COPIES TO
         --------------                   --------------                          ---------
<S>                                    <C>                               <C>
Trustees of the                        William P. Lauder                 Boulanger, Hicks & Churchill
1992 Leonard A. Lauder Grantor         767 Fifth Avenue                  135 E. 57th Street
Retained Annuity Trust                 New York, NY  10153               New York, NY  10022
                                       Telecopy:  (212) 572-6967         Attn: Carol S. Boulanger, Esq.
                                                                         Telecopy: (212) 753-6971
                                       Gary M. Lauder
                                       88 Mercedes Lane
                                       Atherton, CA  94027
                                       Telecopy:  (415) 323-2171

                                       Joel S. Ehrenkranz
                                       375 Park Avenue
                                       New York, NY  10152
                                       Telecopy:  (212) 754-1905

Trustees of                            Ronald S. Lauder                  Debevoise & Plimpton
The Descendents of RSL 1966 Trust      767 Fifth Avenue                  875 Third Avenue
                                       New York, New York  10153         New York, New York  10022
                                       Telecopy:  (212) 572-4046         Attn:  Alan H. Paley, Esq.
                                                                         Telecopy:  (212) 909-6836

Morgan Guaranty Trust Company of       9 West 57th Street                Davis Polk & Wardwell
New York, in its capacity as           Eighth Floor                      450 Lexington Avenue
pledgee of Ronald S. Lauder            New York, NY  10019               New York, New York  10017
                                       Attn: Ms. Willa Baynard           Attn: John Fouhey, Esq.
                                                                         Telecopy:  (212) 450-4800
                                       Telecopy:  (212) 980-6850

</TABLE>





                                       28
<PAGE>

<TABLE>
<CAPTION>
         NAME OF HOLDER          NOTICE ADDRESS                          COPIES TO
         --------------          --------------                          ---------
<S>                           <C>                               <C>
Lauder & Sons L.P.            Leonard A. Lauder                 Weil, Gotshal & Manges
                              767 Fifth Avenue                  767 Fifth Avenue
                              New York, NY 10153                New York, NY 10153
                              Telecopy: (212) 572-6745          Attn: Jeffrey J. Weinberg, Esq.
                                                                Telecopy: (212) 310-8577
                              Ronald S. Lauder
                              767 Fifth Avenue                  Debevoise & Plimpton
                              New York, NY  10153               875 Third Avenue
                              Telecopy: (212) 572-4046          New York, NY 10022
                                                                 Attn: Alan H. Paley, Esq.
                              Joel S. Ehrenkranz                Telecopy: (212) 909-6836
                              375 Park Avenue
                              New York, NY  10152               Patterson, Belknap, Webb & Tyler
                              Telecopy: (212) 754-1905          1133 Avenue of the Americas
                                                                New York, NY 10036

                              Richard D. Parsons                Attn: Christopher Angell, Esq.
                              75 Rockefeller Plaza              Telecopy: (212) 336-2222
                              New York, NY  10019
                              Telecopy: (212) 275-3085          Cravath, Swaine & Moore
                                                                825 Eighth Avenue
                              Ira T. Wender, Esq.               New York, NY  10019
                              Patterson, Belknap,               Attn:  Daniel L. Mosley, Esq.
                                Webb & Tyler                    Telecopy:  (212) 474-3700
                              1133 Avenue of the Americas New
                              York, New York  10036 Telecopy:
                              (212) 336-2222
</TABLE>









                                       29