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                                                                    EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
and entered into as of July 5, 2001 by and between Vector Group Ltd., a Delaware
corporation (the "COMPANY"), and Jefferies & Company, Inc. (the "INITIAL
PURCHASER"), pursuant to the Purchase Agreement, dated as of June 29, 2001 (the
"PURCHASE AGREEMENT"), by and between the Company and the Initial Purchaser. In
order to induce the Initial Purchaser to enter into the Purchase Agreement, the
Company has agreed to provide the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the Initial
Purchaser's obligations to purchase the Securities (as defined herein) under the
Purchase Agreement.

                  The Company agrees with the Initial Purchaser, (i) for the
benefit of the Initial Purchaser and (ii) for the benefit of the beneficial
owners (including the Initial Purchaser) from time to time of the Securities and
the beneficial owners from time to time of the Underlying Conversion Stock (as
defined herein) issued upon conversion of the Securities (each of the foregoing
a "HOLDER" and together the "HOLDERS"), as follows:

                  SECTION 1. DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

                  "AFFILIATE" means, with respect to any specified Person, an
"affiliate," as defined in Rule 144, of such Person.

                  "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning
specified in Section 2(d) hereof.

                  "APPLICABLE CONVERSION PRICE" means the Principal Amount as of
such date of determination divided by the Conversion Price in effect as of such
date of determination or, if no Securities are then outstanding, the Conversion
Price that would be in effect were Securities then outstanding.

                  "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.

                  "COMMON STOCK" means any shares of Common Stock, par value
$0.10 per share, of the Company and any other shares of common stock as may
constitute "Common Stock" for purposes of the Indenture, including the
Underlying Conversion Stock.

                  "CONVERSION PRICE" has the meaning assigned to that term in
the Indenture.

                  "DAMAGES ACCRUAL PERIOD" has the meaning specified in Section
2(f) hereof.

                  "DAMAGES PAYMENT DATE" means each January 15 and July 15 in
the case of Securities and the Underlying Conversion Stock.

                  "DEFERRAL NOTICE" has the meaning specified in Section 3(i)
hereof.


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                  "DEFERRAL PERIOD" has the meaning specified in Section 3(i)
hereof.

                  "EFFECTIVENESS DEADLINE DATE" has the meaning specified in
Section 2(a) hereof.

                  "EFFECTIVENESS PERIOD" means the period of two years from the
Issue Date or such shorter period that will terminate upon the earliest of the
following: (A) when all the Securities and Underlying Conversion Stock covered
by the Shelf Registration Statement have been registered under and sold pursuant
to the Shelf Registration Statement, (B) when all outstanding Registrable
Securities held by Persons which are not affiliates of the Company may be resold
without registration under the Securities Act pursuant to Rule 144(k) under the
Securities Act or any successor provision thereto.

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

                  "FILING DEADLINE DATE" has the meaning specified in Section
2(a) hereof.

                  "FILING NOTICE" has the meaning specified in Section 2(d)
hereof.

                  "HOLDER" has the meaning specified in the second paragraph of
this Agreement.

                  "INDENTURE" means the Indenture dated as of the date hereof
between the Company and the Trustee, pursuant to which the Securities are being
issued.

                  "INITIAL PURCHASER" has the meaning specified in the first
paragraph of this Agreement.

                  "INITIAL SHELF REGISTRATION STATEMENT" has the meaning
specified in Section 2(a) hereof.

                  "ISSUE DATE" means July 5, 2001.

                  "LIQUIDATED DAMAGES AMOUNT" has the meaning specified in
Section 2(f) hereof.

                  "MATERIAL EVENT" has the meaning specified in Section 3(i)
hereof.

                  "NOTICE AND QUESTIONNAIRE" means a written notice delivered to
the Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex B to the Offering
Circular of the Company dated June 29, 2001 relating to the Securities.

                  "NOTICE HOLDER" means, on any date, any Holder that has
delivered a Notice and Questionnaire to the Company on or prior to such date.

                  "PERSON" means an individual, partnership, corporation,
limited liability company, unincorporated association, trust or joint venture,
or a governmental agency or political subdivision thereof.



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                  "PRINCIPAL AMOUNT" means, with respect to the Securities, the
principal amount due on the maturity date as shown on such Securities.

                  "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

                  "PURCHASE AGREEMENT" has the meaning specified in the first
paragraph of this Agreement.

                  "RECORD HOLDER" means, with respect to any Damages Payment
Date relating to any Securities or Underlying Conversion Stock as to which any
Liquidated Damages Amount has accrued, the registered holder of such Securities
or Underlying Conversion Stock, as the case may be, 15 days prior to the next
succeeding Damages Payment Date.

                  "REGISTRABLE SECURITIES" means the Securities and the
Underlying Conversion Stock, and any security issued with respect thereto upon
any stock split, stock dividend or similar event until, in the case of any such
security, the earliest of (i) its effective registration under the Securities
Act and resale in accordance with the Registration Statement covering it, (ii)
expiration of the holding period that would be applicable thereto under Rule
144(k) were it not held by an Affiliate of the Company, (iii) its sale to the
public pursuant to Rule 144, or (iv) its otherwise having been exchanged by or
on behalf of the Company for a new security and/or shares of the Company's
Common Stock none of which are subject to the transfer restrictions under the
Securities Act.

                  "REGISTRATION DEFAULT" has the meaning specified in Section
2(f) hereof.

                  "REGISTRATION DEFAULT DATE" has the meaning specified in
Section 2(f) hereof.

                  "REGISTRATION DEFAULT TERMINATION DATE" has the meaning
specified in Section 2(f) hereof.

                  "REGISTRATION EXPENSES" has the meaning specified in Section 5
hereof.

                  "REGISTRATION STATEMENT" means 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 materials incorporated by reference or explicitly deemed
to be incorporated by reference in such registration statement.

                  "RESTRICTED SECURITIES" has the meaning assigned to that term
in Rule 144.

                  "RULE 144" means Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC.



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                  "RULE 144A" means Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  "RULE 415" means Rule 415 under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  "SEC" means the U.S. Securities and Exchange Commission and
any successor agency.

                  "SECURITIES" means the 6.25% Convertible Subordinated Notes
due 2008 of the Company to be purchased pursuant to the Purchase Agreement.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  "SHELF REGISTRATION STATEMENT" has the meaning specified in
Section 2(a) hereof.

                  "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning
specified in Section 2(b) hereof.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "TRUSTEE" means U.S. Bank Trust National Association (or any
successor entity), the Trustee under the Indenture.

                  "UNDERLYING CONVERSION STOCK" means the Common Stock into
which the Securities are convertible or issued upon any such conversion.

                  SECTION 2. SHELF REGISTRATION. (a) The Company shall prepare
and file or cause to be prepared and filed with the SEC, no later than the date
(the "FILING DEADLINE DATE") which is ninety (90) days after the Issue Date, a
Registration Statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act (a "SHELF REGISTRATION
STATEMENT") registering the resale from time to time by Holders thereof of all
of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The
Initial Shelf Registration Statement shall be on Form S-3 or another appropriate
form permitting registration of such Registrable Securities for resale by such
Holders in accordance with the methods of distribution set forth in the Initial
Shelf Registration Statement. The Company shall use its commercially reasonable
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act no later than the date (the "EFFECTIVENESS
DEADLINE DATE") that is one hundred and eighty (180) days after the Issue Date,
and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf
Registration Statement) continuously effective under the Securities Act until
the expiration of the Effectiveness Period; provided, however, that no Holder
shall be entitled to have the Registrable Securities held by it covered by such
Shelf Registration Statement unless such Holder shall have provided a Notice and
Questionnaire in accordance with Section 2(d) and is in compliance with Section
4. None of the Company's security holders (other than the Holders of Registrable
Securities) shall have the right to include any of the Company's securities in
the Shelf Registration Statement.



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                  (b) If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period, the Company shall use its commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
commercially reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.

                  (c) The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, if required by the Securities Act.

                  (d) The Company shall provide notice of its intention to file
such Shelf Registration Statement (a "FILING NOTICE") to all Holders of
Registrable Securities in the same manner as the Company is required to provide
notice to Holders of Securities under the terms of the Indenture. Such Filing
Notice shall seek, among other things, a determination from each such Holder of
Registrable Securities as to whether such Holder of Registrable Securities
wishes to elect to sell such Registrable Securities pursuant to such Shelf
Registration Statement and related Prospectus.

                  (e) Each Holder of Registrable Securities agrees that if such
Holder wishes to sell such Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(e) and Section 3(i). Each Holder of Registrable Securities
wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a Notice and Questionnaire to
the Company at least three (3) Business Days prior to any intended distribution
of Registrable Securities under the Shelf Registration Statement; provided that,
Holders of Registrable Securities shall have at least twenty (20) Business Days
from the date on which the Notice and Questionnaire is first mailed to such
Holders to return a completed and signed Notice and Questionnaire to the
Company. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as is practicable after the
date a Notice and Questionnaire is delivered, and in any event within five (5)
Business Days after such date, (i) if required by applicable law, file with the
SEC a post-effective amendment to the Shelf Registration Statement or prepare
and, if required by applicable law, file a supplement to the related Prospectus
or a supplement or amendment to any document incorporated therein by reference
or file any other required document so that the Holder delivering such Notice
and Questionnaire is named as a selling security holder in the Shelf



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Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement, use its
commercially reasonable efforts to cause such post-effective amendment to be
declared effective under the Securities Act as promptly as is practicable, but
in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is
one hundred and eighty (180) days after the date such post-effective amendment
is required by this clause to be filed; (ii) provide such Holder copies of any
documents filed pursuant to Section 2(e)(i); and (iii) notify such Holder as
promptly as practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(e)(i); provided, that if
such Notice and Questionnaire is delivered during a Deferral Period, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall
take the actions set forth in clauses (i), (ii) and (iii) above upon expiration
of the Deferral Period in accordance with Section 3(i), provided, further, that
if a Deferral Period is in effect on the Amendment Effectiveness Deadline Date,
then the Amendment Effectiveness Deadline Date shall be extended by the number
of days of such Deferral Period and the Company shall not incur obligations to
pay any Liquidated Damages Amount during such extension, provided, further, that
if under applicable law the Company has more than one option as to the type or
manner of making any such filing, it will make the required filing or filings in
the manner or of a type that is reasonably expected to result in the earliest
availability of the Prospectus for effecting resales of Registrable Securities.
Notwithstanding anything contained herein to the contrary, the Company shall be
under no obligation to name any Holder that is not a Notice Holder as a selling
security holder in any Registration Statement or related Prospectus; provided,
however, that any Holder that becomes a Notice Holder pursuant to the provisions
of Section 2(e) of this Agreement (whether or not such Holder was a Notice
Holder at the time the Registration Statement was declared effective) shall be
named as a selling security holder in the Registration Statement or related
Prospectus in accordance with the requirements of this Section 2(e).

                  (f) The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline Date, (ii) the
Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company
has failed to perform its obligations set forth in Section 2(e) hereof within
the time period required therein, (iv) after the Registration Statement has been
declared effective, such Shelf Registration Statement ceases to be effective or
fails to be usable in connection with resales of the Registrable Securities in
accordance with the terms of this Agreement without being succeeded within five
(5) Business Days by a post-effective amendment or report filed with the SEC
pursuant to the Exchange Act that cures the failure of the Registration
Statement to be effective or usable or (v) the aggregate duration of Deferral
Periods in any period exceeds the number of days permitted in respect of such
period pursuant to Section 3(i) hereof (each of the events of a type described
in any of the foregoing clauses (i) through (v) are individually referred to
herein as a "REGISTRATION DEFAULT," and the day following the Filing Deadline
Date in the case of clause (i), the day following the Effectiveness Deadline
Date in the case of clause (ii), the date by which the Company is required to
perform its obligations set forth in Section 2(e) in the case of clause (iii)
(including the filing of any post-effective amendment prior to the Amendment
Effectiveness Deadline Date), the date by which the Company is required to
perform its obligations set forth in clause (iv) above, and the date on which
the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted by Section 3(i) hereof in the case of clause (v), being referred



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to herein as a "REGISTRATION DEFAULT DATE"). Registration Defaults shall be
deemed to continue until the "REGISTRATION DEFAULT TERMINATION DATE," which
shall be the following dates with respect to the respective types of
Registration Defaults: the date the Initial Shelf Registration Statement is
filed in the case of a Registration Default of the type described in clause (i),
the date the Initial Shelf Registration Statement is declared effective under
the Securities Act in the case of a Registration Default of the type described
in clause (ii), the date the Company performs its obligations set forth in
Section 2(e) in the case of a Registration Default of the type described in
clause (iii) (including, without limitation, the date the relevant
post-effective amendment to the Shelf Registration Statement is declared
effective under the Securities Act), the date the Company performs its
obligations set forth in clause (iv) above in the case of a Registration Default
of the type described in clause (iv) above, and termination of the Deferral
Period that caused the limit on the aggregate duration of Deferral Periods in a
period set forth in Section 3(i) to be exceeded in the case of the commencement
of a Registration Default of the type described in clause (v).

                  Accordingly, commencing on (and including) any Registration
Default Date and ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a "DAMAGES ACCRUAL
PERIOD"), the Company agrees to pay, as liquidated damages and not as a penalty,
an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the Damages Payment
Dates to Record Holders of then outstanding Securities that are Registrable
Securities and of then outstanding shares of Underlying Conversion Stock issued
upon conversion of Securities that are Registrable Securities, as the case may
be, accruing, for each portion of such Damages Accrual Period beginning on and
including a Damages Payment Date (or, in respect of the first time that the
Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as
a result of the occurrence of any particular Registration Default, from the
Registration Default Date) and ending on but excluding the first to occur of (A)
the date of the end of the Damages Accrual Period or (B) the next Damages
Payment Date, at a rate per annum equal to one-half of one percent (0.5%) of the
aggregate Principal Amount of such Securities or, in the case of Securities that
have been converted into or exchanged for Underlying Conversion Stock, the
aggregate Applicable Conversion Price of such shares of Underlying Conversion
Stock, as the case may be, in each case determined as of the Business Day
immediately preceding the next Damages Payment Date; provided, that in the case
of a Damages Accrual Period that is in effect solely as a result of a
Registration Default of the type described in clause (iii) of the immediately
preceding paragraph, such Liquidated Damages Amount shall be paid only to the
Holders that have delivered Notice and Questionnaires that caused the Company to
incur the obligations set forth in Section 2(e) the non-performance of which is
the basis of such Registration Default; provided further, that any Liquidated
Damages Amount accrued with respect to any Securities or portion thereof called
for redemption on a redemption date or converted into Underlying Conversion
Stock on a conversion date prior to the Damages Payment Date, shall, in any such
event, be paid instead to the Holder who submitted such Securities or portion
thereof for redemption or conversion on the applicable redemption date or
conversion date, as the case may be, on such date (or promptly following the
conversion date, in the case of conversion). Notwithstanding the foregoing, no
Liquidated Damages Amounts shall accrue as to any Registrable Security from and
after the date such security is no longer a Registrable Security. The rate of
accrual of the Liquidated Damages Amount with respect to any period shall not
exceed the rate provided for in this paragraph notwithstanding the occurrence of
multiple concurrent Registration Defaults. Following the cure of all
Registration Defaults requiring the payment by the Company of Liquidated Damages
Amounts to the Holders of Registrable Securities pursuant to this Section, the


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accrual of Liquidated Damages Amounts will cease (without in any way limiting
the effect of any subsequent event requiring the payment of the Liquidated
Damages Amount by the Company).

                  The Trustee shall be entitled, on behalf of Holders of
Securities or Underlying Conversion Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of any Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with
respect to which liquidated damages are expressly provided shall be such
liquidated damages. Nothing shall preclude a Notice Holder or Holder of
Registrable Securities from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.

                  All of the Company's obligations set forth in this Section
2(f) that are outstanding with respect to any Registrable Security at the time
such security ceases to be a Registrable Security shall survive until such time
as all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section 8(k)).

                  The parties hereto agree that the liquidated damages provided
for in this Section 2(f) constitute a reasonable estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration Statement to be filed or declared effective or available
for effecting resales of Registrable Securities in accordance with the
provisions hereof.

                  SECTION 3. REGISTRATION PROCEDURES. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

                  (a) Before filing any Registration Statement or Prospectus or
any amendments or supplements thereto with the SEC, furnish to the Initial
Purchaser copies of all such documents proposed to be filed and use its
commercially reasonable efforts to reflect in each such document when so filed
with the SEC such comments as the Initial Purchaser reasonably shall propose
within five (5) Business Days after the delivery of such copies to the Initial
Purchaser in the case of the Initial Shelf Registration Statement and within
three (3) Business Days after the delivery of such copies to the Initial
Purchaser in the case of an amendment or supplement thereto.

                  (b) Use commercially reasonable efforts to prepare and file
with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement continuously
effective for the applicable period specified in Section 2(a); cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) under the Securities Act; and comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.



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                  (c) As promptly as practicable give notice to the Notice
Holders and the Initial Purchaser (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any requirement, following the effectiveness of the Initial
Shelf Registration Statement under the Securities Act, by the SEC or any other
federal or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (v) of the occurrence of (but
not the nature of or details concerning) a Material Event (provided, however,
that no notice by the Company shall be required pursuant to this clause (v) in
the event that the Company either promptly files a Prospectus supplement to
update the Prospectus or a Form 8-K or other appropriate Exchange Act report
that is incorporated by reference into the Registration Statement, which, in
either case, contains the requisite information with respect to such Material
Event that results in such Registration Statement no longer containing any
untrue statement of material fact or omitting to state a material fact necessary
to make the statements contained therein not misleading) and (vi) of the
determination by the Company that a post-effective amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of the
Company (or as required pursuant to Section 3(i)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(i) shall apply.

                  (d) Use its commercially reasonable efforts to prevent the
issuance, and if issued to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction in which they have been qualified for
sale, in either case at the earliest practicable time.

                  (e) If reasonably requested by the Initial Purchaser or any
Notice Holder, promptly incorporate in a Prospectus supplement or a
post-effective amendment to a Registration Statement such information as the
Initial Purchaser or such Notice Holder shall, on the basis of an opinion of
nationally-recognized counsel experienced in such matters, determine to be
required to be included therein by applicable law and make any required filings
of such Prospectus supplement or such post-effective amendment; provided, that
the Company shall not be required to take any actions under this Section 3(e)
that are not, in the reasonable opinion of counsel for the Company, in
compliance with applicable law.

                  (f) Furnish to each Notice Holder and the Initial Purchaser
without charge, at least one (1) conformed copy of the Registration Statement
and any amendment thereto, including financial statements but excluding
schedules, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits (unless requested in writing to the Company by such
Notice Holder or the Initial Purchaser, as the case may be).



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                  (g) During the Effectiveness Period, deliver to each Notice
Holder in connection with any sale of Registrable Securities pursuant to a
Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such Notice Holder may
reasonably request; and the Company hereby consents (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

                  (h) Prior to any public offering of the Registrable Securities
pursuant to the Shelf Registration Statement, register or qualify or use its
commercially reasonable efforts to cooperate with the Notice Holders in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder's offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom); provided, that the
Company will 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 Agreement or (ii) take any action that would
subject it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject.

                  (i) Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a "MATERIAL EVENT") as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any pending corporate development that, in the
discretion of the Company, makes it appropriate to suspend the availability of
the Shelf Registration Statement and the related Prospectus, (i) in the case of
clause (B) above, subject to the next sentence, promptly prepare and file a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue



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statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use its commercially reasonable efforts to cause
it to be declared effective as promptly as is reasonably practicable, and (ii)
give notice to the Notice Holders that the availability of the Shelf
Registration Statement is suspended (a "DEFERRAL NOTICE") and, upon receipt of
any Deferral Notice, each Notice Holder agrees not to sell any Registrable
Securities pursuant to the Registration Statement until such Notice Holder's
receipt of copies of the supplemented or amended Prospectus provided for in
clause (i) above, or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Company will use its commercially reasonable efforts to
ensure that the use of the Prospectus may be resumed (x) in the case of clause
(A) above, as promptly as is practicable, (y) in the case of clause (B) above,
as soon as, in the sole judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of the
Company or, if necessary to avoid unreasonable burden or expense, as soon as
reasonably practicable thereafter and (z) in the case of clause (C) above, as
soon as, in the discretion of the Company, such suspension is no longer
appropriate. The period during which the availability of the Registration
Statement and any Prospectus is suspended (the "DEFERRAL PERIOD"), without the
Company incurring any obligation to pay liquidated damages pursuant to Section
2(f), shall not exceed ninety (90) consecutive days or an aggregate of one
hundred and twenty (120) days in any twelve (12) month period.

                  (j) If requested, make available for inspection during normal
business hours by a representative for the Notice Holders of such Registrable
Securities and any broker-dealers, attorneys and accountants retained by such
Notice Holders, all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the
appropriate executive officers, directors and designated employees of the
Company and its subsidiaries to make available for inspection during normal
business hours all relevant information reasonably requested by such
representative for the Notice Holders or any such broker-dealers, attorneys or
accountants in connection with such disposition, in each case as is customary
for similar "due diligence" examinations, which examinations shall not be unduly
disruptive to the Company's operations; provided, however, that such Persons
shall first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such Persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless and to the extent that (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
Person or (iv) such information becomes available to any such Person from a
source other than the Company and such source is not bound by a confidentiality
agreement; and provided further, that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the counsel
referred to in Section 5 and provided further, that the Company shall not be


                                       11
<PAGE>   12

required to disclose any information subject to the attorney-client or
attorney-work product privilege if and to the extent such disclosure could
constitute or be deemed to constitute a waiver of such privilege.

                  (k) Use commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC and make generally available to its
securityholders earning statements (which need not be audited) satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act).

                  (l) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold pursuant to a Registration Statement, and cause such Registrable Securities
to be in such denominations as are permitted by the Indenture and registered in
such names as such Notice Holder may request in writing at least two Business
Days prior to any sale of such Registrable Securities.

                  (m) Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of such
Registration Statement.

                  (n) Use its commercially reasonable efforts to provide such
information as is required for any filings required to be made with the National
Association of Securities Dealers, Inc.

                  (o) Upon (i) the filing of the Initial Shelf Registration
Statement and (ii) the effectiveness of the Initial Shelf Registration
Statement, announce the same, in each case by press release in the manner in
which the Company customarily makes such public announcements.

                  (p) Enter into such customary agreements and take all such
other necessary actions in connection therewith (including those reasonably
requested by the holders of a majority of the Registrable Securities being sold)
in order to expedite or facilitate disposition of such Registrable Securities.

                  (q) Cause the Indenture to be qualified under the TIA not
later than the effective date of any Registration Statement; and in connection
therewith, cooperate with the Trustee 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 execute, and use its commercially reasonable 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.

                  SECTION 4. HOLDER'S OBLIGATIONS. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to be named as a selling security holder in the
Shelf Registration Statement as of the Effective Time, and no Holder of
Registrable Securities shall be entitled to sell any of such Registrable
Securities pursuant to a Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Company with a Notice and
Questionnaire as required pursuant to Section 2(d) hereof (including the
information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly
to furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the



                                       12
<PAGE>   13

distribution of such Registrable Securities as may be required to be disclosed
in the Registration Statement under applicable law. Any sale of any Registrable
Securities by any Holder shall constitute a representation and warranty by such
Holder that the information relating to such Holder provided by such Holder in
the Notice and Questionnaire does not as of the date of such Notice and
Questionnaire contain any untrue statement of a material fact relating to such
Holder or its plan of distribution.

                  SECTION 5. REGISTRATION EXPENSES. The Company shall bear all
fees and expenses incurred in connection with the performance by the Company of
its obligations under Sections 2 and 3 of this Agreement whether or not any of
the Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities, (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company), (iii) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, and
(iv) reasonable fees and disbursements of the Trustee and its counsel and of the
registrar and transfer agent for the Common Stock. In addition, the Company
shall bear or reimburse the Notice Holders for the reasonable fees and
disbursements of one firm of legal counsel for the Holders, which shall
initially be Latham & Watkins, but which may, upon the written consent of the
Initial Purchaser (which shall not be unreasonably withheld), be another
nationally recognized law firm experienced in securities law matters designated
by the Company. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange on which similar securities of
the Company are then listed and the fees and expenses of any Person, including
special experts, retained by the Company. Notwithstanding the foregoing, or
anything in this Agreement to the contrary, each Holder shall pay all
commissions, placement agent fees and underwriters discounts and commissions
with respect to any Registrable Securities sold by it and the fees or
disbursements of any counsel or other advisors or experts retained by such
Holders (severally and jointly) other than counsel referred to in this Section
5.

                  SECTION 6. INDEMNIFICATION; CONTRIBUTION. (a) The Company
agrees to indemnify and hold harmless the Initial Purchaser and each holder of
Registrable Securities and each Person, if any, who controls the Initial
Purchaser or any holder of Registrable Securities within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), any preliminary
         prospectus or the Prospectus (or any amendment or supplement thereto),



                                       13
<PAGE>   14

         or the omission or alleged omission therefrom of a material fact
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading;

                  (ii) to the extent not covered in clause (i) above, against
         any and all loss, liability, claim, damage and expense whatsoever, as
         incurred, to the extent of the aggregate amount paid in settlement of
         any litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or of any claim whatsoever
         based upon any such untrue statement or omission, or any such alleged
         untrue statement or omission, contained in the Registration Statement
         (or any amendment thereto), any preliminary prospectus or the
         Prospectus (or any amendment or supplement thereto), provided that
         (subject to Section 6(d) below) any such settlement is effected with
         the prior written consent of the Company; and

                  (iii) against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel), reasonably incurred
         in investigating, preparing or defending against any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, contained
         in the Registration Statement (or any amendment thereto), any
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto), to the extent that any such expense is not paid
         under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Initial
Purchaser or such holder of Registrable Securities and each Person, if any, who
controls the Initial Purchaser or any such holder of Registrable Securities or
such other indemnified party expressly for use in the Registration Statement (or
any amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); provided further, that this indemnity shall
not apply to any loss, liability, claim, damage or expense if the Holder or
other indemnified party fails to deliver at or prior to the written confirmation
of sale, the most recent Prospectus, as amended or supplemented, and such
Prospectus, as amended or supplemented, having been previously furnished by on
or behalf of the Company to such Holder or other indemnified party corrected
such untrue statement or omission or alleged untrue statement or omission of a
material fact and the delivery thereof by such Holder or other indemnified party
was required by law or any rule or regulation of any applicable stock exchange.

                  (b) In connection with any Shelf Registration in which a
holder, including, without limitation, the Initial Purchaser, of Registrable
Securities is participating, in furnishing information relating to such holder
of Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchaser and each Person, if any, who controls the Initial Purchaser within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act and the Company, and each Person, if any, who controls the Company within
the meaning of either such Section, against any and all loss, liability, claim,



                                       14
<PAGE>   15

damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only arising out of or based upon untrue
statements or omissions, or alleged untrue statements or omissions, in the
Registration Statement (or any amendment thereto), or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of such holder of Registrable Securities and each Person, if any, who controls
any such holder of Registrable Securities expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).

                  The Initial Purchaser agrees to indemnify and hold harmless
the Company, the holders of Registrable Securities, and each Person, if any, who
controls the Company or any holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
arising out of or based upon untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto), or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Initial Purchaser expressly for
use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

                  (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In the event an
action is brought against an indemnified party, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall desire, jointly
with any other indemnifying party, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and pay all the fees and
expenses of such counsel and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof and the approval
by the indemnified party of such counsel, the indemnifying party shall not be
liable to such indemnified party for any legal expenses, except as provided
below. The indemnified party shall have the right to employ its own counsel in
any such action, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the employment of such counsel by
such indemnified party has been authorized in writing by the indemnifying
parties, (ii) indemnified party shall have been advised by counsel that there
may be one or more legal defenses to it which are different from or in addition
to those available to the indemnifying party (in which case the indemnifying
parties shall not have the right to direct the defense of such action on behalf
of the indemnified party) or (iii) the indemnifying parties shall not have
employed counsel to assume the defense of such action within a reasonable time
after notice of the commencement thereof; in each of the circumstances set forth
in clauses (i) through (ii) the fees and expenses of such counsel shall be at
the expense of the indemnifying parties. The indemnifying party shall indemnify
and hold harmless the indemnified party from and against any and all losses,



                                       15
<PAGE>   16

claims, damages, liabilities and judgments by reason of any settlement of any
action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

                  (d) If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel payable by such indemnifying party under Section 6(c) above,
such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such
settlement being entered into and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request prior to the
date of such settlement.

                  (e) If the indemnification provided for in this Section 6 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, 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 on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

                  The relative fault of the Company on the one hand and the
holders of the Registrable Securities or the Initial Purchaser on the other hand
shall be determined by reference to, among other things, whether any such untrue
or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the holder of the Registrable Securities or the Initial Purchaser and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be


                                       16
<PAGE>   17

deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

                  Notwithstanding the provisions of this Section 6, neither the
holder of any Registrable Securities nor the Initial Purchaser, shall be
required to indemnify or contribute any amount in excess of the amount by which
the total price at which the Registrable Securities sold by such holder of
Registrable Securities or underwritten by the Initial Purchaser, as the case may
be, and distributed to the public were offered to the public exceeds the amount
of any damages that such holder of Registrable Securities or the Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

                  No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

                  For purposes of this Section 6(e), each Person, if any, who
controls the Initial Purchaser or any holder of Registrable Securities within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution as the Initial Purchaser or such
holder, and each Person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Company.

                  SECTION 7. INFORMATION REQUIREMENTS AND RULES 144 AND 144A.
The Company covenants that it will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder in a timely manner in accordance with the
requirements of the Securities Act and the Exchange Act and, for so long as any
Registrable Securities remain outstanding, if at any time before the end of the
Effectiveness Period the Company is no longer subject to the reporting
requirements of the Exchange Act, it will, upon the request of any Holder of
beneficial owner of Registrable Securities, make available such information as
is required by Rule 144A(d)(4) to permit resales pursuant to Rule 144A under the
Securities Act. The Company further covenants that, for so long as any
Registrable Securities remain outstanding, it will cooperate with and use its
commercially reasonable efforts to take such further action as any Holder of
Registrable Securities may reasonably request in writing (including, without
limitation, making such reasonable representations as any such Holder may
reasonably request), all to the extent required from time to time to enable such
Holder to sell such Registrable Securities without registration under the
Securities Act within the limitation of the exemption provided by (a) Rule
144(k) under the Securities Act, as such rule may be amended from time to time,
and customarily taken in connection with sales pursuant to such exemption or (b)
any similar rule or regulation hereafter adopted by the SEC. Upon the written
request of any Holder of Registrable Securities, the Company shall deliver to
such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company's most


                                       17
<PAGE>   18

recent report required to be filed and filed pursuant to Section 13 or Section
15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7
shall be deemed to require the Company to register any of its securities (other
than the Common Stock) under any section of the Exchange Act.

                  SECTION 8. MISCELLANEOUS.

                  (a) NO CONFLICTING AGREEMENTS. The Company is not, as of the
date hereof, a party to, nor shall it, on or after the date of this Agreement,
enter into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders of Registrable Securities in this Agreement. The
Company shall not, after the date of this Agreement, enter into any agreement
with respect to any of its securities which will grant to any Person piggyback
registration rights with respect to the Registration Statement.

                  (b) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Conversion Stock constituting
Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Conversion Stock into which such Securities are or would be convertible or
exchangeable as of the date on which such consent is requested). Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders of Registrable Securities may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this
Section 8(b), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

                  (c) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business
Day after being deposited with such courier, if made by overnight courier or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:

                  (x) if to a Holder of Registrable Securities, at the most
         current address given by such Holder to the Company in a Notice and
         Questionnaire or any amendment thereto;

                  (y) if to the Company, to:

                  100 S.E. Second Street
                  Miami, Florida 33131
                  Attention:  Richard J. Lampen, Executive Vice President



                                       18
<PAGE>   19

                  and

                  McDermott, Will & Emery
                  2049 Century Park East, 34th Floor
                  Los Angeles, California 90067

                  Attention:  Eric R. Reimer, Esq. and Mark J. Mihanovic, Esq.

                  (z) if to the Initial Purchaser, to:

                  11100 Santa Monica Boulevard
                  10th Floor
                  Los Angeles, California  90025
                  Attention:   Andrew Whittaker

                           and

                  Latham & Watkins
                  633 W. Fifth Street
                  Suite 4000
                  Los Angeles, California  90071
                  Attention:   Cynthia Rotell, Esq.

or to such other address as such Person may have furnished to the other Persons
identified in this Section 8(c) in writing in accordance herewith.

                  (d) APPROVAL OF HOLDERS. Whenever the consent or approval of
Holders of a specified percentage of aggregate Principal Amount of Registrable
Securities is required hereunder, the Registrable Securities held by the Company
or its Affiliates (other than the Initial Purchaser or subsequent Holders of
Registrable Securities if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                  (e) SUCCESSORS AND ASSIGNS. Any Person who purchases any
Registrable Securities from the Initial Purchaser shall be deemed, for purposes
of this Agreement, to be an assignee of the Initial Purchaser. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities only upon such Holder of Registrable
Securities agreeing in writing to be bound by all of the terms and provisions of
this Agreement applicable to such Holders of Registrable Securities.

                  (f) 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 original and all of which taken
together shall constitute one and the same agreement.



                                       19
<PAGE>   20

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

                  (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN MANHATTAN, NEW
YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.

                  (i) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, it being intended that all
of the rights and privileges of the parties shall be enforceable to the fullest
extent permitted by law.

                  (j) ENTIRE AGREEMENT. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, 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 undertakings among the parties with respect to such
registration rights.

                  (k) TERMINATION. This Agreement and the obligations of the
parties hereunder shall terminate upon the expiration of the Effectiveness
Period, except for any liabilities or obligations under Sections 4, 5 or 6
hereof and the obligations to make payments of and provide for liquidated
damages under Section 2(e) hereof to the extent such damages accrue prior to the
end of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.

                            (SIGNATURE PAGE FOLLOWS)



                                       20
<PAGE>   21




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

VECTOR GROUP LTD.


By:  /s/ RICHARD J. LAMPEN
   ---------------------------------
Name:  Richard J. Lampen
Title:   Executive Vice President

Confirmed and accepted as of
the date first above written:

JEFFERIES & COMPANY, INC.



By:    /s/ ANDREW WHITTAKER
   ---------------------------------
Name:  Andrew Whittaker
Title:   Executive Vice President




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