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                                                                     EXHIBIT 4.4












                          REGISTRATION RIGHTS AGREEMENT



                            Dated as of March 8, 2001




                                      among



                               KOHL'S CORPORATION



                                       and


                        MORGAN STANLEY & CO. INCORPORATED
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                              LEHMAN BROTHERS INC.




                            as the Initial Purchasers




                                       1
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                          REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of March 8, 2001, by and among KOHL'S CORPORATION, a
Wisconsin corporation (the "Company"), and MORGAN STANLEY & CO. INCORPORATED,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and LEHMAN BROTHERS INC.
(collectively, the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated March 1, 2001 by and among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $300,000,000 aggregate principal amount of the Company's 6.3%
Notes due 2011 (the "Notes"). In order to induce the Initial Purchasers to enter
into the Purchase Agreement and in satisfaction of a condition to the Initial
Purchasers' obligations thereunder, the Company has agreed to provide to the
Initial Purchasers and their respective direct and indirect transferees and
assigns the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase
Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

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

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time, and the rules and regulations of the SEC promulgated
         thereunder.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time, and the rules and regulations of the SEC
         promulgated thereunder.

                  "Closing Time" shall mean the Closing Time as defined in the
Purchase Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         also includes the Company's successors.

                  "Depositary" shall mean The Depository Trust Company, or any
         other depositary appointed by the Company, including any agent thereof;
         provided, however, that any such depositary must at all times have an
         address in the Borough of Manhattan, in The City of New York.

                  "Exchange Notes" shall mean the 6.3% Notes due 2011 issued by
         the Company under the Indenture, containing terms identical to the
         Notes (except that (i) interest thereon shall accrue from the last date
         on which interest was paid on the Notes or, if no such interest has
         been paid, from the Closing Time, (ii) the transfer restrictions
         thereon shall be eliminated and (iii) certain provisions relating to an
         increase in the stated rate of interest thereon shall be eliminated) to
         be offered to Holders of Registrable Notes in exchange for Registrable
         Notes pursuant to the Exchange Offer.



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                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Notes for Registrable Notes pursuant to Section 2(a)
         hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 covering the Registrable Notes
         (or, if applicable, on another appropriate form), and all amendments
         and supplements to such registration statement, in each case including
         the Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "Holders" shall mean the Initial Purchasers, for so long as
         they own any Registrable Notes, and each of their respective
         successors, assigns and direct and indirect transferees who become
         registered owners of Registrable Notes under the Indenture.

                  "Indenture" shall mean the Indenture dated as of December 1,
         1995 by and between the Company and The Bank of New York, as Trustee,
         as supplemented by the Second Supplemental Indenture dated as of March
         8, 2001, between the Company and the Trustee, in each case relating to
         the Notes and the Exchange Notes and as the same may be amended and
         supplemented from time to time in accordance with the terms thereof.

                  "Initial Purchasers" shall have the meaning set forth in the
         preamble of this Agreement.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of Registrable Notes outstanding; provided
         that whenever the consent or approval of Holders of a specified
         percentage of Registrable Notes is required hereunder, Registrable
         Notes held by the Company or any of its affiliates (as such term is
         defined in Rule 405 under the 1933 Act) (other than the Initial
         Purchasers or subsequent holders of Registrable Notes) if such
         subsequent holders are deemed to be such affiliates solely by reason of
         their holding of such Registrable Notes shall be disregarded in
         determining whether such consent or approval was given by the Holders
         of such required percentage or amount.

                  "NASD" shall mean the National Association of Securities
         Dealers, Inc.

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 3(f).

                  "Person" shall mean an individual, partnership, joint venture,
         limited liability company, corporation, trust or unincorporated
         organization, or a government or agency or political subdivision
         thereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Notes covered by a



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         Shelf Registration Statement, and by all other amendments and
         supplements to a prospectus, including post-effective amendments, and
         in each case including all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble of this Agreement.

                  "Registrable Notes" shall mean the Notes; provided, however,
         that the Notes shall cease to be Registrable Notes when (i) a
         Registration Statement with respect to such Notes shall have been
         declared effective under the 1933 Act and such Notes shall have been
         disposed of pursuant to such Registration Statement, (ii) such Notes
         shall have been sold to the public pursuant to Rule 144 (or any similar
         provision then in force, but not Rule 144A) under the 1933 Act, (iii)
         such Notes shall have ceased to be outstanding or (iv) such Notes have
         been exchanged for Exchange Notes upon consummation of the Exchange
         Offer.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         NASD registration and filing fees, (ii) all fees and expenses incurred
         in connection with compliance with state or other securities or blue
         sky laws and compliance with the rules of the NASD (including
         reasonable fees and disbursements of counsel for any underwriters or
         Holders in connection with state or other securities or blue sky
         qualification of any of the Exchange Notes or Registrable Notes), (iii)
         all expenses of any Persons in preparing, printing and distributing any
         Registration Statement, any Prospectus, any amendments or supplements
         thereto, any underwriting agreements, securities sales agreements,
         certificates representing the Exchange Notes and other documents
         relating to the performance of and compliance with this Agreement, (iv)
         all rating agency fees, (v) all fees and expenses incurred in
         connection with the listing, if any, of any of the Exchange Notes or
         such Registrable Notes, covered by a Shelf Registration Statement, as
         applicable, on any securities exchange or exchanges, (vi) all fees and
         disbursements relating to the qualification of the Indenture under
         applicable securities laws, (vii) the fees and disbursements of counsel
         for the Company and the fees and expenses of the independent public
         accountants of the Company, including the expenses of any special
         audits or "cold comfort" letters required by or incident to such
         performance and compliance, (viii) the fees and expenses of a
         "qualified independent underwriter" as defined by Conduct Rule 2720 of
         the NASD (if required by the NASD rules) in connection with the
         offering of the Registrable Notes, (ix) the reasonable fees and
         expenses of the Trustee, any registrar, any depositary and paying
         agent, including their respective counsel, and any escrow agent or
         custodian and (x) in the case of an underwritten offering, any fees and
         disbursements of the underwriter customarily required to be paid by
         issuers or sellers of such securities and the fees and expenses of any
         special experts retained by the Company in connection with any
         Registration Statement but excluding (except as otherwise provided
         herein) fees of counsel to the underwriters or the Holders and
         underwriting discounts and commissions and any transfer taxes, if any,
         relating to the sale or disposition of Registrable Notes by a Holder.


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                  "Registration Statement" shall mean any registration statement
         of the Company relating to any offering of the Exchange Notes or
         Registrable Notes pursuant to the provisions of this Agreement, and all
         amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Notes on an appropriate form under Rule 415 under the 1933 Act, or any
         similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

                  "Trustee" shall mean the trustee under the Indenture.

                  2.       Registration Under the 1933 Act. (a) Exchange Offer
Registration. To the extent not prohibited by any applicable law or applicable
interpretation of the staff of the SEC, the Company shall (A) file with the SEC
within 135 calendar days after the Closing Time an Exchange Offer Registration
Statement covering the offer by the Company to the Holders to exchange all of
the Registrable Notes for Exchange Notes, (B) use its reasonable best efforts to
cause such Exchange Offer Registration Statement to be declared effective by the
SEC within 180 calendar days after the Closing Time, (C) use its reasonable best
efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to
consummate the Exchange Offer within 45 calendar days after the effective date
of the Exchange Offer Registration Statement. The Exchange Notes will be issued
under the Indenture. Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Exchange Offer, it being the
objective of such Exchange Offer to enable each Holder (other than Participating
Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange
Registrable Notes for Exchange Notes (assuming that such Holder is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act,
acquires the Exchange Notes in the ordinary course of such Holder's business and
has no arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing the Exchange Notes) to trade such
Exchange Notes from and after their receipt without any limitations or
restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.

                  In connection with the Exchange Offer, the Company shall:



<PAGE>   6

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

                  (ii)  keep the Exchange Offer open for not less than 20
         business days (or longer if required by applicable federal and state
         securities laws) after the date notice thereof is mailed to the
         Holders;

                  (iii) use the services of the Depositary for the Exchange
         Offer with respect to Notes evidenced by global certificates;

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

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

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

                  (i)   accept for exchange Registrable Notes duly tendered and
         not validly withdrawn pursuant to the Exchange Offer in accordance with
         the terms of the Exchange Offer Registration Statement and the letter
         of transmittal which is an exhibit thereto;

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

                  (iii) cause the Trustee promptly to authenticate and deliver
         Exchange Notes to each Holder of Registrable Notes equal in principal
         amount to the principal amount of the Registrable Notes of such Holder
         so accepted for exchange.

                  Interest on each Exchange Note will accrue from the last date
on which interest was paid on the Registrable Notes surrendered in exchange
therefor or, if no interest has been paid on the Registrable Notes, from the
Closing Time. The Exchange Offer shall not be subject to any conditions, other
than (i) that the Exchange Offer, or the making of any exchange by a Holder,
does not violate applicable law or any applicable interpretation of the staff of
the SEC, (ii) that no action or proceeding shall have been instituted or
threatened in any court or before any governmental agency with respect to the
Exchange Offer which, in the Company's judgment, would impair the ability of the
Company to proceed with the Exchange Offer, (iii) that no law, rule or
regulation or applicable interpretations of the staff of the SEC has been issued
or promulgated which, in the good faith determination of the Company, does not
permit the Company to effect the Exchange Offer and (iv) that the Holders tender
the Registrable Notes to the Company in accordance with the Exchange Offer. Each
Holder of Registrable Notes (other than Participating Broker-Dealers) who wishes
to exchange such Registrable Notes for Exchange Notes in the Exchange Offer
shall have represented that (i) it is not an affiliate (as defined in



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Rule 405 under the 1933 Act) of the Company or, if it is an affiliate, it will
comply with the registration and prospectus delivery requirements of the 1933
Act, to the extent applicable, (ii) any Exchange Notes to be received by it will
be acquired in the ordinary course of business, (iii) at the time of the
commencement of the Exchange Offer, it has no arrangement with any Person to
participate in the distribution (within the meaning of the 1933 Act) of the
Notes or the Exchange Notes, (iv) it is not acting on behalf of any person who
could not truthfully make the foregoing representations and (v) it shall have
made such other representations as may be reasonably necessary under applicable
SEC rules, regulations or interpretations to render the use of Form S-4 or
another appropriate form under the 1933 Act available or for the Exchange Offer
Registration Statement to be declared effective. To the extent permitted by law,
the Company shall inform the Initial Purchasers of the names and addresses of
the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right to contact such Holders and otherwise facilitate the tender of
Registrable Notes in the Exchange Offer.

                  (b)      Shelf Registration. (i) If, because of any change in
law or applicable interpretations thereof by the Staff of the SEC, the Company
is not permitted to effect the Exchange Offer as contemplated by Section 2(a)
hereof, or (ii) if for any other reason the Exchange Offer Registration
Statement is not declared effective within 180 calendar days following the
Closing Time or the Exchange Offer is not consummated within 45 days after
effectiveness of the Exchange Offer Registration Statement (provided that if the
Exchange Offer Registration Statement shall be declared effective after such
180-day period or if the Exchange Offer shall be consummated after such 45-day
period, then the Company's obligations under this clause (ii) arising from the
failure of the Exchange Offer Registration Statement to be declared effective
within such 180-day period or the failure of the Exchange Offer to be
consummated within such 45-day period, respectively, shall terminate), or (iii)
if any Holder (other than an Initial Purchaser) is not eligible to participate
in the Exchange Offer or elects to participate in the Exchange Offer but does
not receive fully tradeable Exchange Notes pursuant to the Exchange Offer or
(iv) upon the written request of any of the Initial Purchasers within 90 days
following the consummation of the Exchange Offer; provided that such Initial
Purchaser shall hold Registrable Notes that it acquired directly from the
Company and if such Initial Purchaser is not permitted, in the opinion of
counsel to such Initial Purchaser, pursuant to applicable law or applicable
interpretation of the staff of the SEC, to participate in the Exchange Offer,
the Company shall, at its cost:

                  (A)      as promptly as practicable, but no later than (a) the
         180th day after the Closing Time or (b) the 60th day after such filing
         obligations arises, whichever is later, file with the SEC a Shelf
         Registration Statement relating to the offer and sale of the
         Registrable Notes by the Holders from time to time in accordance with
         the methods of distribution elected by the Majority Holders of such
         Registrable Notes and set forth in such Shelf Registration Statement;

                  (B)      use its reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the SEC as promptly
         as practicable, but in no event later than the 210th day after the
         Closing Time (or within 30 days of a request of any Initial Purchaser);
         provided that, with respect to Exchange Notes received by a
         broker-dealer in exchange for any securities that were acquired by such
         broker-dealer as a result of market-making or other trading activities,
         the Company may, if permitted by current



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         interpretations by the staff of the SEC, file a post-effective
         amendment to the Exchange Offer Registration Statement containing the
         information required by Regulation S-K Items 507 and/or 508, as
         applicable, in satisfaction of its obligations under paragraph (A)
         solely with respect to broker-dealers who acquired their Securities as
         a result of market-making or other trading activities, and any such
         Exchange Offer Registration Statement, as so amended, shall be referred
         to herein as, and governed by the provisions herein applicable to, a
         Shelf Registration Statement. In the event that the Company is required
         to file a Shelf Registration Statement upon the request of any Holder
         (other than an Initial Purchaser) not eligible to participate in the
         Exchange Offer pursuant to clause (iii) above or upon the request of
         any Initial Purchaser pursuant to clause (iv) above, the Company shall
         file and use its reasonable best efforts to have declared effective by
         the SEC both an Exchange Offer Registration Statement pursuant to
         Section 2(a) with respect to all Registrable Notes and a Shelf
         Registration Statement (which may be a combined Registration Statement
         with the Exchange Offer Registration Statement) with respect to offers
         and sales of Registrable Notes held by such Holder or such Initial
         Purchaser, as applicable, after completion of the Exchange Offer;

                  (C)      use its reasonable best efforts to keep the Shelf
         Registration Statement continuously effective, supplemented and amended
         as required, in order to permit the Prospectus forming part thereof to
         be usable by Holders for a period of two years after its effective date
         or such shorter period which will terminate when all of the Registrable
         Notes covered by the Shelf Registration Statement (i) have been sold
         pursuant to the Shelf Registration Statement, (ii) cease to be
         outstanding or (iii) become eligible for resale pursuant to Rule 144
         under the 1934 Act without volume restrictions; and

                  (D)      notwithstanding any other provisions hereof, use its
         best efforts to ensure that (i) any Shelf Registration Statement and
         any amendment thereto and any Prospectus forming a part thereof and any
         supplement thereto complies in all material respects with the 1933 Act
         and the rules and regulations thereunder, (ii) any Shelf Registration
         Statement and any amendment thereto does not, when it becomes
         effective, contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading and (iii) any Prospectus
         forming part of any Shelf Registration Statement, and any supplement to
         such Prospectus (as amended or supplemented from time to time), does
         not include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements, in light of
         the circumstances under which they were made, not misleading; provided,
         however, clauses (ii) and (iii) shall not apply to any information
         relating to any Initial Purchaser or any Holder furnished to the
         Company in writing by such Initial Purchaser or Holder expressly for
         use in the Shelf Registration Statement.

                  The Company further agrees, if necessary, to supplement or
amend the Shelf Registration Statement if reasonably requested by the Majority
Holders with respect to information relating to the Holders and otherwise as
required by Section 3(b) below, to use its reasonable best efforts to cause any
such amendment to become effective and such Shelf Registration Statement to
become usable as soon as practicable thereafter and to furnish to the Holders of
Registrable Notes copies of any such supplement or amendment promptly after its
being used or filed with the SEC.


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                  (c)      Expenses. The Company shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) and 2(b)
and, in the case of any Shelf Registration Statement, will reimburse the Holders
or the Initial Purchasers for the reasonable fees and disbursements of one
counsel (in addition to any local counsel) designated in writing by the Majority
Holders to act as counsel for the Holders of the Registrable Notes in connection
therewith. Each Holder shall pay all expenses of its counsel other than as set
forth in the preceding sentence, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Notes pursuant to a Shelf Registration Statement.

                  (d)      Effective Registration Statement. (i) The Company
shall be deemed not to have used its reasonable best efforts to cause the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, to become, or to remain, effective during the requisite periods
set forth herein if the Company voluntarily takes any action that could
reasonably be expected to result in any such Registration Statement not being
declared effective or remaining effective or in the Holders of Registrable Notes
covered thereby not being able to exchange or offer and sell such Registrable
Notes during that period unless (A) such action is required by applicable law or
(B) such action is taken by the Company in good faith and for valid business
reasons (but not including avoidance of the Company's obligations hereunder),
including the acquisition or divestiture of assets or a material corporate
transaction or event so long as the Company promptly complies with the
requirements of Section 3(k) hereof, if applicable.

                  (ii)     An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof shall not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Notes pursuant to a Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such
Registration Statement shall be deemed not to have been effective during the
period of such interference, until the offering of Registrable Notes pursuant to
such Registration Statement may legally resume.

                  (iii)    During any 365-day period, the Company may suspend
the availability of a Shelf Registration Statement and the use of the related
Prospectus, as provided in Section 3(e)(vi) and the last paragraph of Section 3
hereof, for up to four periods of up to 45 consecutive days (except for the
consecutive 45-day period immediately prior to maturity of the Notes), but no
more than an aggregate 90 days during any 365-day period, if any event shall
occur (A) as set forth in Section 2(d)(i) or (B) as a result of which it shall
be necessary, in the good faith determination of the board of directors of the
Company, to amend the Shelf Registration Statement or amend or supplement any
prospectus or prospectus supplement thereunder in order that each such document
not include any untrue statement of fact or omit to state a material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.

                  (e)      Increase in Interest Rate. In the event that (i) the
Exchange Offer Registration Statement is not filed with the SEC on or prior to
the 135th calendar day following the date hereof, (ii) the Exchange Offer
Registration Statement is not declared effective on or


<PAGE>   10

prior to the 180th calendar day following the date hereof, (iii) the Exchange
Offer is not consummated on or prior to the 45th calendar day following the
effective date of the Exchange Offer Registration Statement, or (iv) if
required, a Shelf Registration Statement with respect to the Registrable Notes
is not declared effective on or prior to the 210th calendar day following the
date hereof, the per annum interest rate borne by the Registrable Notes shall be
increased by one-quarter of one percent (0.25%) per annum following such 135-day
period in the case of clause (i) above, following such 180-day period in the
case of clause (ii) above, following such 45-day period in the case of clause
(iii) above, or following such 210-day period in the case of (iv) above, which
rate will be increased by an additional quarter of one percent (0.25%) per annum
for each 90-day period that any additional interest continues to accrue;
provided that the aggregate increase in such annual interest rate may in no
event exceed one-half of one percent (0.50%) per annum. Upon (w) the filing of
the Exchange Offer Registration Statement after the 135-day period described in
clause (i) above, (x) the effectiveness of the Exchange Offer Registration
Statement after the 180-day period described in clause (ii) above, (y) the
consummation of the Exchange Offer after the 45-day period described in clause
(iii) above, or (z) the effectiveness of a Shelf Registration Statement, after
the 210-day period described in clause (iv) above, the interest rate borne by
the Notes from the date of such filing, effectiveness or consummation, as the
case may be, shall be reduced to the original interest rate if the Company is
otherwise in compliance with this paragraph; provided, however, that, if after
any such reduction in interest rate, a different event specified in clause (i),
(ii), (iii) or (iv) above occurs, the interest rate shall again be increased
pursuant to the foregoing provisions. No increase in the rate under (i), (ii) or
(iii) above shall be payable for any period during which a Shelf Registration is
effective.

                  (f)      Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Sections
2(a) and 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company's obligations
under Sections 2(a) and 2(b).

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

                  (a)      prepare and file with the SEC a Registration
         Statement, within the time periods specified in Section 2, on the
         appropriate form under the 1933 Act, which form (i) shall be selected
         by the Company, (ii) shall, in the case of a Shelf Registration
         Statement, be available for the sale of the Registrable Notes by the
         selling Holders thereof and (iii) shall comply as to form in all
         material respects with the requirements of the applicable form and
         include or incorporate by reference all financial statements required
         by the SEC to be filed therewith, and use its reasonable best efforts
         to cause such Registration Statement to become effective and remain
         effective in accordance with Section 2 hereof;


<PAGE>   11

                  (b)      prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the applicable period; cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
         comply with the provisions of the 1933 Act with respect to the
         disposition of all Notes covered by each Registration Statement during
         the applicable period in accordance with the intended method or methods
         of distribution by the selling Holders thereof;

                  (c)      in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Notes, at least ten business days prior to
         filing, that a Shelf Registration Statement with respect to the
         Registrable Notes is being filed and advising such Holders that the
         distribution of Registrable Notes will be made in accordance with the
         method elected by the Majority Holders; (ii) furnish to each Holder of
         Registrable Notes, to counsel for the Initial Purchasers, to counsel
         for the Holders and to each underwriter of an underwritten offering of
         Registrable Notes, if any, without charge, as many copies of each
         Prospectus, including each preliminary Prospectus, and any amendment or
         supplement thereto and such other documents as such Holder or
         underwriter may reasonably request, including financial statements and
         schedules and, if the Holder so requests, all exhibits (including those
         incorporated by reference) in order to facilitate the public sale or
         other disposition of the Registrable Notes; and (iii) subject to the
         last paragraph of this Section 3, hereby consent to the use of the
         Prospectus, including each preliminary Prospectus, or any amendment or
         supplement thereto by each of the selling Holders of Registrable Notes
         in connection with the offering and sale of the Registrable Notes
         covered by the Prospectus or any amendment or supplement thereto;

                  (d)      use its reasonable best efforts to register or
         qualify the Registrable Notes under all applicable state securities or
         "blue sky" laws of such jurisdictions as any Holder of Registrable
         Notes covered by a Registration Statement and each underwriter of an
         underwritten offering of Registrable Notes shall reasonably request by
         the time the applicable Registration Statement is declared effective by
         the SEC, to cooperate with the Holders in connection with any filings
         required to be made with the NASD, keep each such registration or
         qualification effective during the period such Registration Statement
         is required to be effective and do any and all other acts and things
         which may be reasonably necessary or advisable to enable such Holder to
         consummate the disposition in each such jurisdiction of such
         Registrable Notes owned by such Holder; provided, however, that the
         Company shall not be required to (i) qualify as a foreign corporation
         or as a dealer in securities in any jurisdiction where it would not
         otherwise be required to qualify but for this Section 3(d) or (ii) take
         any action which would subject it to general service of process or
         taxation in any such jurisdiction if it is not then so subject;

                  (e)      in the case of a Shelf Registration, notify each
         Holder of Registrable Notes and counsel for such Holders promptly and,
         if requested by such Holder or counsel, confirm such advice in writing
         promptly (i) when a Registration Statement has become effective and
         when any post-effective amendments and supplements thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for post-effective amendments and supplements to a
         Registration Statement and Prospectus or for



<PAGE>   12

         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Notes covered
         thereby, the representations and warranties of the Company contained in
         any underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to such offering cease to be true and
         correct in all material respects, (v) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Registrable Notes for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, (vi) of the happening
         of any event or the discovery of any facts during the period a Shelf
         Registration Statement is effective (including as contemplated in
         Section 2(d)(iii) hereof) which (A) is contemplated in Section 2(d)(i)
         or (B) makes any statement made in such Shelf Registration Statement or
         the related Prospectus untrue in any material respect or which requires
         the making of any changes in such Shelf Registration Statement or
         Prospectus in order to make the statements therein not misleading and
         (vii) of any determination by the Company that a post-effective
         amendment to a Registration Statement would be appropriate;

                  (f)      (A) in the case of an Exchange Offer, (i) include in
         the Exchange Offer Registration Statement a "Plan of Distribution"
         section covering the use of the Prospectus included in the Exchange
         Offer Registration Statement by broker-dealers who have exchanged their
         Registrable Notes for Exchange Notes for the resale of such Exchange
         Notes, (ii) furnish to each broker-dealer who desires to participate in
         the Exchange Offer, without charge, as many copies of each Prospectus
         included in the Exchange Offer Registration Statement, including any
         preliminary prospectus, and any amendment or supplement thereto, as
         such broker-dealer may reasonably request, (iii) include in the
         Exchange Offer Registration Statement a statement that any
         broker-dealer who holds Registrable Notes acquired for its own account
         as a result of market-making activities or other trading activities (a
         "Participating Broker-Dealer"), and who receives Exchange Notes for
         Registrable Notes pursuant to the Exchange Offer, may be a statutory
         underwriter and must deliver a prospectus meeting the requirements of
         the 1933 Act in connection with any resale of such Exchange Notes, (iv)
         subject to the last paragraph of this Section 3, hereby consent to the
         use of the Prospectus forming part of the Exchange Offer Registration
         Statement or any amendment or supplement thereto, by any broker-dealer
         in connection with the sale or transfer of the Exchange Notes covered
         by the Prospectus or any amendment or supplement thereto, and (v)
         include in the transmittal letter or similar documentation to be
         executed by an exchange offeree in order to participate in the Exchange
         Offer the following provision:

                  "If the undersigned is not a broker-dealer, the undersigned
                  represents that it is not engaged in, and does not intend to
                  engage in, a distribution of Exchange Notes. If the
                  undersigned is a broker-dealer that will receive Exchange
                  Notes for its own account in exchange for Registrable Notes,
                  it represents that the Registrable Notes to be exchanged for
                  Exchange Notes were acquired by it as a result of
                  market-making activities or other trading activities and
                  acknowledges that it will deliver a prospectus meeting the
                  requirements of the 1933 Act in connection with


<PAGE>   13

                  any resale of such Exchange Notes pursuant to the Exchange
                  Offer; however, by so acknowledging and by delivering a
                  prospectus, the undersigned will not be deemed to admit that
                  it is an "underwriter" within the meaning of the 1933 Act;"

                  (B)      to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company shall use its best
         efforts to cause to be delivered at the request of an entity
         representing the Participating Broker-Dealers (which entity shall be
         Morgan Stanley & Co. Incorporated, unless it elects not to act as such
         representative) any "cold comfort" letters with respect to the
         Prospectus in the form existing on the last date for which exchanges
         are accepted pursuant to the Exchange Offer and with respect to each
         subsequent amendment or supplement, if any, effected during the period
         specified in clause (C) below;

                  (C)      to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company shall use its
         reasonable best efforts to maintain the effectiveness of the Exchange
         Offer Registration Statement for a period of 180 days following the
         closing of the Exchange Offer or such shorter period which will
         terminate when the Participating Broker-Dealers have completed all
         resales subject to applicable prospectus delivery requirements; and

                  (D)      the Company shall not be required to amend or
         supplement the Prospectus contained in the Exchange Offer Registration
         Statement as would otherwise be contemplated by Section 3(b) hereof, or
         take any other action as a result of this Section 3(f), for a period
         exceeding 180 days after the last date for which exchanges are accepted
         pursuant to the Exchange Offer (as such period may be extended by the
         Company) and Participating Broker-Dealers shall not be authorized by
         the Company to, and shall not, deliver such Prospectus after such
         period in connection with resales contemplated by this Section 3;

                  (g)      (i) in the case of an Exchange Offer, furnish counsel
         for the Initial Purchasers and (ii) in the case of a Shelf
         Registration, furnish counsel for the Holders of Registrable Notes
         copies of any request by the SEC or any state securities authority for
         amendments or supplements to a Registration Statement and Prospectus or
         for additional information;

                  (h)      make every reasonable effort to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         as soon as practicable and provide immediate notice to each Holder of
         the withdrawal of any such order;

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

                  (j)      in the case of a Shelf Registration, cooperate with
         the selling Holders of Registrable Notes to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold and not bearing any restrictive legends; and


<PAGE>   14

         cause such Registrable Notes to be in such denominations (consistent
         with the provisions of the Indenture) in a form eligible for deposit
         with the Depositary and registered in such names as the selling Holders
         or the underwriters, if any, may reasonably request in writing at least
         one business day prior to the closing of any sale of Registrable Notes;

                  (k)      in the case of a Shelf Registration, upon the
         occurrence of any event or the discovery of any facts, each as
         contemplated by Section 3(e)(vi) hereof, use its best efforts to
         prepare a supplement or post-effective amendment to a Registration
         Statement or the related Prospectus or any document incorporated
         therein by reference or file any other required document so that, as
         thereafter delivered to the purchasers of the Registrable Notes, such
         Prospectus will not contain at the time of such delivery any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading. The Company agrees to notify each
         Holder to suspend use of the Prospectus as promptly as practicable
         after the occurrence of such an event, and each Holder hereby agrees to
         suspend use of the Prospectus until the Company has amended or
         supplemented the Prospectus to correct such misstatement or omission.
         At such time as such public disclosure is otherwise made or the Company
         determines that such disclosure is not necessary, in each case to
         correct any misstatement of a material fact or to include any omitted
         material fact, the Company agrees promptly to notify each Holder of
         such determination and to furnish each Holder such numbers of copies of
         the Prospectus, as amended or supplemented, as such Holder may
         reasonably request;

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

                  (m)      (i) cause the Indenture to be qualified under the
         Trust Indenture Act of 1939, as amended (the "TIA"), in connection with
         the registration of the Exchange Notes, or Registrable Notes, as the
         case may be, (ii) cooperate with the Trustee and the Holders to effect
         such changes to the Indenture as may be required for the Indenture to
         be so qualified in accordance with the terms of the TIA and (iii)
         execute, and use its reasonable best efforts to cause the Trustee to
         execute, all documents as may be required to effect such changes, and
         all other forms and documents required to be filed with the SEC to
         enable the Indenture to be so qualified in a timely manner;

                  (n)      in the case of a Shelf Registration, enter into
         agreements (including underwriting agreements) and take all other
         customary and appropriate actions (including those reasonably requested
         by the holders of a majority in principal amount of the Registrable
         Notes being sold) in order to expedite or facilitate the disposition of
         such Registrable Notes and in such connection, whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an underwritten registration, in a manner that is
         reasonable and customary:

                           (i)   make such representations and warranties to the
                  Holders of such Registrable Notes and the underwriters, if
                  any, in form, substance and scope as


<PAGE>   15

                  are customarily made by issuers to underwriters in similar
                  underwritten offerings as may be reasonably requested by such
                  Holders and underwriters;

                           (ii)  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 underwriters, if any, and the Holders of a majority
                  in principal amount of the Registrable Notes being sold)
                  addressed to each selling Holder and the underwriters, if any,
                  covering the matters customarily covered in opinions requested
                  in sales of securities or underwritten offerings and such
                  other matters as may be reasonably requested by such Holders
                  and underwriters;

                           (iii) obtain "cold comfort" letters and updates
                  thereof from the Company's independent certified public
                  accountants addressed to the underwriters, if any, and will
                  use best efforts to have such letters addressed to the selling
                  Holders of Registrable Notes, such letters to be in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters to underwriters in connection with
                  similar underwritten offerings;

                           (iv)  enter into a securities sales agreement with
                  the Holders and an agent of the Holders providing for, among
                  other things, the appointment of such agent for the selling
                  Holders for the purpose of soliciting purchases of Registrable
                  Notes, which agreement shall be in form, substance and scope
                  customary for similar offerings;

                           (v)   if an underwriting agreement is entered into in
                  the case of an underwritten offering, cause the same to set
                  forth indemnification provisions and procedures substantially
                  equivalent to the indemnification provisions and procedures
                  set forth in Section 5 hereof with respect to the underwriters
                  and all other parties to be indemnified pursuant to Section 5
                  hereof; and

                           (vi)  deliver such documents and certificates as may
                  be reasonably requested and as are customarily delivered in
                  similar offerings.

         The above shall be done at (i) the effectiveness of such Registration
         Statement (and, if appropriate, each post-effective amendment thereto)
         and (ii) each closing under any underwriting or similar agreement as
         and to the extent required thereunder. In the case of any underwritten
         offering, the Company shall provide written notice to the Holders of
         all Registrable Notes of such underwritten offering at least thirty
         days prior to the filing of a prospectus supplement for such
         underwritten offering. Such notice shall (x) offer each such Holder the
         right to participate in such underwritten offering, (y) specify a date,
         which shall be no earlier than ten days following the date of such
         notice, by which such Holder must inform the Company of its intent to
         participate in such underwritten offering and (z) include the
         instructions such Holder must follow in order to participate in such
         underwritten offering;

                  (o)      in the case of a Shelf Registration, make available
         for inspection by representatives of the Holders of the Registrable
         Notes and any underwriters participating


<PAGE>   16

         in any disposition pursuant to a Shelf Registration Statement and any
         U.S. counsel or accountant retained by such Holders or underwriters,
         all financial and other records, pertinent corporate documents and
         properties of the Company reasonably requested by any such Persons, and
         cause the respective officers, directors, employees, and any other
         agents of the Company to supply all information reasonably requested by
         any such representative, underwriter, special counsel or accountant in
         connection with a Registration Statement; provided, that any such
         records, documents, properties and such information that is designated
         in writing by the Company, in good faith, as confidential at the time
         of delivery of such records, documents, properties or information shall
         be kept confidential by any such representative, underwriter, counsel
         or accountant and shall be used only in connection with such Shelf
         Registration Statement, unless such information has become available
         (not in violation of this Agreement) to the public generally or through
         a third party without an accompanying obligation of confidentiality,
         and except that such representative, underwriter, counsel or accountant
         shall have no liability, and shall not be in breach of this provision,
         if disclosure of such confidential information is made in connection
         with a court proceeding or required by law, and the Company shall be
         entitled to request that such representative, underwriter, counsel or
         accountant sign a confidentiality agreement to the foregoing effect.
         Each such person will be required to agree 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 unless and until such is made generally
         available to the public through no fault or action of such person. Each
         selling Holder of such Registrable Notes will be required to further
         agree that it will, upon learning that disclosure of confidential
         information is necessary, give notice to the Company to allow the
         Company at its expense to undertake appropriate action to prevent
         disclosure of the confidential information;

                  (p)      (i) in the case of an Exchange Offer, a reasonable
         time prior to the filing of any Exchange Offer Registration Statement,
         any Prospectus forming a part thereof, any amendment to an Exchange
         Offer Registration Statement or amendment or supplement to a
         Prospectus, provide copies of such document to the Initial Purchasers,
         and make such changes in any such document prior to the filing thereof
         as the Initial Purchasers or their counsel may reasonably request; (ii)
         in the case of a Shelf Registration, a reasonable time prior to filing
         any Shelf Registration Statement, any Prospectus forming a part
         thereof, any amendment to such Shelf Registration Statement or
         amendment or supplement to such Prospectus, provide copies of such
         document to the Holders of Registrable Notes, to the Initial
         Purchasers, to counsel on behalf of the Holders and to the underwriter
         or underwriters of an underwritten offering of Registrable Notes, if
         any, and make such changes in any such document prior to the filing
         thereof as counsel to the Initial Purchasers or any underwriter may
         reasonably request; and (iii) cause the representatives of the Company
         to be available for discussion of such document as shall be reasonably
         requested by the Holders of Registrable Notes, the Initial Purchasers
         on behalf of such Holders or any underwriter, and shall not at any time
         make any filing of any such document of which such Holders, the Initial
         Purchasers on behalf of such Holders, their counsel or any underwriter
         shall not have previously been advised and furnished a copy or to which
         such Holders, the Initial Purchasers on behalf of such Holders, their
         counsel or any underwriter shall reasonably object within a reasonable
         time period;



<PAGE>   17

                  (q)      in the case of a Shelf Registration, use its
         reasonable best efforts to cause all Registrable Notes to be listed on
         any securities exchange on which similar debt securities issued by the
         Company are then listed if requested by the Majority Holders or by the
         underwriter or underwriters of an underwritten offering of Registrable
         Notes, if any;

                  (r)      in the case of a Shelf Registration, use its
         reasonable best efforts to cause the Registrable Notes to be rated with
         the appropriate rating agencies, if so requested by the holders of a
         majority in principal amount of Registrable Notes or by the underwriter
         or underwriters of an underwritten offering, unless the Registrable
         Notes are already so rated;

                  (s)      otherwise use its reasonable best efforts to comply
         with all applicable rules and regulations of the SEC and make available
         to its security holders, as soon as reasonably practicable, an earnings
         statement covering at least twelve months which shall satisfy the
         provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
         and

                  (t)      cooperate and assist in any filings required to be
         made with the NASD and in the performance of any due diligence
         investigation by any underwriter and its counsel.

                  In the case of a Shelf Registration Statement, the Company may
(as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Notes to furnish to the Company such
information regarding such Holder and the proposed distribution by such Holder
of such Registrable Notes as the Company may from time to time reasonably
request and agree in writing to be bound by the Agreement, including the
indemnification provisions.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event or the discovery of any facts, each of the kind described in Sections
2(d)(i) and 3(e)(ii)-(vii) hereof, such Holder will forthwith discontinue
disposition of Registrable Notes pursuant to a Registration Statement until such
Holder's receipt of (i) the copies of the supplemented or amended Prospectus
contemplated by Section 3(k) hereof or (ii) written notice from the Company that
the Shelf Registration Statement is once again effective and that no supplement
or amendment is required. If so directed by the Company, such Holder will
deliver to the Company (at the Company's expense) all copies in its possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Notes current at the time of receipt of
such notice.

                  If the Company shall give any such notice to suspend the
disposition of Registrable Notes pursuant to a Shelf Registration Statement as a
result of the happening of any event or the discovery of any facts, each of the
kind described in Sections 2(d)(i) and 3(e)(vi) hereof, the Company shall be
deemed to have used its reasonable best efforts to keep the Shelf Registration
Statement effective during such period of suspension; provided that (i) such
period of suspension shall not exceed the time periods provided in Section
2(d)(iii) hereof and (ii) the Company shall, if necessary, use its reasonable
best efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Shelf Registration Statement and
shall extend the period during which the Registration Statement shall be


<PAGE>   18

maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions.

                  4.       Underwritten Registrations. If any of the Registrable
Notes covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Majority Holders of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

                  5.       Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each Initial Purchaser, each Holder,
including Participating Broker-Dealers, each underwriter who participates in an
offering of Registrable Notes, their respective affiliates, and their respective
directors, officers, employees, agents, and each Person, if any, who controls
any Initial Purchaser or any Holder within the meaning of either Section 15 of
the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Initial Purchaser, any Holder or any
such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or any amendment thereof, pursuant to which Exchange Notes or
Registrable Notes were registered under the 1933 Act, including all documents
incorporated therein by reference, or caused by 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, or caused by any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Initial Purchaser or any Holder furnished to the Company in
writing by such Initial Purchaser through you or by or relating to any Holder or
underwriter who participates in an offering of Registrable Notes, in each case
expressly for use therein.

                  (b)      Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, each Initial Purchaser, each
underwriter who participates in an offering of Registrable Notes, and the other
selling Holders, and each of their respective directors and officers (including
each director and officer of the Company who signed the Registration Statement)
and each person, if any, who controls the Company, any Initial Purchaser, any



<PAGE>   19

underwriter or any other selling Holder within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses described in the indemnity contained in Section 5(a), as
incurred, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement or any amendment thereof or any Prospectus or any
amendments or supplements thereto.

                  (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing (but the
failure to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 5) and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Initial
Purchasers and all Persons, if any, who control any Initial Purchaser within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b)
the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, its directors, its officers who sign the Registration
Statement and each Person, if any, who controls the Company within the meaning
of either such Section and (c) the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Holders and all Persons, if any,
who control any Holders within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of
any such separate firm for the Initial Purchasers and such control Persons of
Initial Purchasers, such firm shall be designated in writing by Morgan Stanley &
Co. Incorporated. In the case of any such separate firm for the Holders and such
Persons who control Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated in writing
by the Company. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by



<PAGE>   20

such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, which consent shall
not be unreasonably withheld, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement (i) includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding and (ii) does not include a statement as to an admission of fault,
culpability or failure to act by or on behalf of any indemnified party.

                  (d)      If the indemnification provided for in paragraph (a)
or paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of such
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or parties or such indemnified party or
parties, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company,
Initial Purchasers, and the Holders of Registrable Notes respective obligations
to contribute pursuant to this Section 5 are several in proportion to the
respective number of Notes they have purchased hereunder, and not joint.

                  (e)      The Company, the Initial Purchasers, and each Holder
of Registrable Notes agree that it would not be just or equitable if
contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Initial Purchasers were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 5, no Holder
shall be required to indemnify or contribute any amount in excess of the amount
by which the total price at which Registrable Notes were sold by such Holder
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 5, each Person, if any, who controls an Initial Purchaser or
Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as such Initial Purchaser or
Holder, and each director of the Company, each officer of the Company who signed
the Registration Statement,



<PAGE>   21

and each Person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The remedies provided for in this Section 5 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Initial Purchaser or any Holder, or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Notes and (iv) any sale of Registrable Notes pursuant to a Shelf
Registration Statement.

                  6.       Miscellaneous. (a) Rule 144 and Rule 144A. For so
long as the Company is subject to the reporting requirements of Section 13 or 15
of the 1934 Act, the Company covenants that it will file the reports required to
be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder, that if it ceases to be so required
to file such reports, it will upon the request of any Holder of Registrable
Notes (i) make publicly available or cause to be made publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (ii) deliver or cause to be delivered such information to a prospective
purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933
Act and it will take such further action as any Holder of Registrable Notes may
reasonably request, and (iii) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Notes without registration under the 1933
Act within the limitation of the exemptions provided by (x) Rule 144 under the
1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the
1933 Act, as such Rule may be amended from time to time, or (z) any similar
rules or regulations hereafter adopted by the SEC. Upon the written request of
any Holder of Registrable Notes, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements.

                  (b)      No Inconsistent Agreements. The Company has not
entered into nor will the Company on or after the date of this Agreement enter
into any agreement which is inconsistent with the rights granted to the Holders
of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

                  (c)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Notes affected by such amendment, modification,
supplement, waiver or departure.

                  (d)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder (other than an Initial Purchaser), at


<PAGE>   22

the most current address set forth on the records of the Registrar under the
Indenture, (ii) if to an Initial Purchaser, at the most current address given by
such Initial Purchaser to the Company by means of a notice given in accordance
with the provisions of this Section 6(d), which address initially is the address
set forth in the Purchase Agreement; and (iii) if to the Company, initially at
the address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(d).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged, if telecopied; and on the next business day if
timely delivered to an air courier guaranteeing overnight delivery.

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

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Notes in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Registrable Notes, in
any manner, whether by operation of law or otherwise, such Registrable Notes
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Notes, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

                  (f)      Third Party Beneficiary. The Holders shall be third
party beneficiaries to the agreements made hereunder between the Company on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

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

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

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



<PAGE>   23

                  (j)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.



<PAGE>   24


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

                                      KOHL'S CORPORATION


                                      By:   /s/ R. Lawrence Montgomery
                                            ------------------------------------
                                            Name:  R. Lawrence Montgomery
                                            Title:  Chief Executive Officer and
                                                     Director

Confirmed and Accepted,
  as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
LEHMAN BROTHERS INC.

By:   MORGAN STANLEY & CO. INCORPORATED



By:   /s/ Harold J. Hendershot III
      ---------------------------------
      Name:  Harold J. Hendershot III
      Title:  Principal