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                                                                     EXHIBIT 4.7

                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of April 22,
2004 among Developers Diversified Realty Corporation, an Ohio corporation (the
"Company"), and Banc of America Securities LLC and J.P. Morgan Securities Inc.
and the other parties referred to in Annex A hereto (each, an "Initial
Purchaser" and collectively, the "Initial Purchasers").

         This Agreement is made pursuant to the Purchase Agreement dated April
15, 2004 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 $250,000,000 aggregate principal amount of the Company's 5.25%
Notes due 2011 (the "Securities"). 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.

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

                  "Banc of America" shall mean Banc of America Securities LLC
         and its successors.

                  "Closing Time" shall mean April 22, 2004.

                  "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, The City of New York.

                  "Event Date" shall have the meaning set forth in Section 2(e).

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

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

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

                  "Exchange Securities" shall mean the 5.25% Notes due 2011,
         issued by the Company under the Indenture containing terms identical to
         the Securities (except that (i) interest thereon shall accrue, from the
         last date to which interest has been paid or duly provided for on the
         Securities or, if no such interest has been paid or duly provided for,
         from the Interest Accrual Date, (ii) provisions relating to an increase
         in the stated rate of interest thereon upon the occurrence of a
         Registration Default shall be eliminated, and (iii) the transfer
         restrictions and legends relating to restrictions on ownership and
         transfer thereof as a result of the issuance of the Securities without
         registration under the 1933 Act shall be eliminated) to be offered to
         Holders of Registrable Securities in exchange for Registrable
         Securities pursuant to the Exchange Offer.

                  "Holders" shall mean (i) the Initial Purchasers, for so long
         as they own any Registrable Securities, and each of their respective
         successors, assigns and direct and indirect transferees who become
         registered owners of Registrable Securities under the Indenture and
         (ii) each Participating Broker-Dealer that holds Exchange Securities
         for so long as such Participating Broker-Dealer is required to deliver
         a prospectus meeting the requirements of the 1933 Act in connection
         with any resale of such Exchange Securities.

                  "Indenture" shall mean the Indenture dated as of May 1, 1994
         between the Company and National City Bank, as Trustee, as supplemented
         by the First Supplemental Indenture, dated as of May 10, 1995, between
         the Company and the Trustee, the Second Supplemental Indenture, dated
         as of July 18, 2003, the Third Supplemental Indenture, dated as of
         January 23, 2004 and the Fourth Supplemental Indenture dated as of
         April 22, 2004, between the Company and the Trustee, as the same may be
         further amended or supplemented from time to time in accordance with
         the terms thereof.

                  "Interest Accrual Date" means April 22, 2004.

                  "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 Securities outstanding,
         excluding Exchange Securities referred to in clause (ii) of the
         definition of "Holders" above; provided that whenever the consent or
         approval of Holders of a specified percentage of Registrable Securities
         or Exchange Securities is required hereunder, Registrable Securities
         and Exchange Securities held by the Company or any of its affiliates
         (as such term is defined in Rule 405 under the 1933 Act) shall also be
         disregarded in determining whether such consent or approval was given
         by the Holders of such required percentage.

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

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

                  "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.

                  "Private Exchange Securities" shall have the meaning set forth
         in Section 2(a) hereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Securities covered by
         a Shelf Registration Statement, and by all other amendments and
         supplements to a prospectus, including post-effective amendments, and
         in each case including all material incorporated or deemed to be
         incorporated by reference therein.

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

                  "Registrable Securities" shall mean the Securities; provided,
         however, that any Securities shall cease to be Registrable Securities
         when (i) a Registration Statement with respect to such Securities shall
         have been declared effective under the 1933 Act and such Securities
         shall have been disposed of pursuant to such Registration Statement,
         (ii) such Securities 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 Securities shall have ceased to be
         outstanding, (iv) the Exchange Offer Registration Statement has been
         declared effective covering the exchange of all Securities for Exchange
         Securities and the Exchange Offer has been consummated unless, in the
         case of any Exchange Securities, such Exchange Securities are held by
         Participating Broker-Dealers or otherwise are not freely tradable
         without any limitations or restrictions under the 1933 Act (in which
         case such Exchange Securities will be deemed to be Registrable
         Securities until such time as such Exchange Securities are sold to a
         purchaser in whose hands such Exchange Securities are freely tradeable
         without any limitations or restrictions under the 1933 Act) or (v) such
         Securities have been exchanged for Private Exchange Securities pursuant
         to this Agreement (in which case such Private Exchange Securities will
         be deemed to be Registrable Securities until such time as such Private
         Exchange Securities are sold to a purchaser in whose hands such Private
         Exchange Securities are freely tradeable without any limitations or
         restrictions under the 1933 Act).

                  "Registration Default" shall have the meaning set forth in
         Section 2(e).

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i)

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         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 or real estate syndication laws and
         compliance with the rules of the NASD (including reasonable fees and
         disbursements of counsel for any underwriters or Holders in connection
         with qualification of any of the Exchange Securities or Registrable
         Securities under state or other securities or blue sky laws or real
         estate syndication laws and any filing with and review by the NASD),
         (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 Securities, Private Exchange
         Securities, if any, or Exchange Securities 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 Securities, Private Exchange
         Securities (if any) or Exchange Securities on any securities exchange
         or exchanges or on any quotation system, (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 independent public
         accountants for the Company or for any other Person, business or assets
         whose financial statements are included in any Registration Statement
         or Prospectus, 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) and the fees and disbursements of its counsel, (ix)
         the fees and expenses of the Trustee, any registrar, any depositary,
         any paying agent, any escrow agent or any custodian, in each case
         including fees and disbursements of their respective counsel, (x) the
         reasonable fees and expenses of the Initial Purchasers in connection
         with the Exchange Offer, including the reasonable fees and expenses of
         counsel to the Initial Purchasers in connection therewith, (xi) the
         reasonable fees and disbursements, if any, of special counsel
         representing the Holders of Registrable Securities and (xii) in the
         case of an underwritten offering, any fees and disbursements of the
         underwriters customarily paid by issuers or sellers of 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 transfer taxes,
         if any, relating to the sale or disposition of Registrable Securities
         by a Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company relating to any offering of the Exchange Securities or
         Registrable Securities pursuant to the provisions of this Agreement
         (including, without limitation, any Exchange Offer Registration
         Statement and any Shelf Registration Statement), 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
         or deemed to be incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission or any
         successor thereto.

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                  "Securities" shall have the meaning set forth in the preamble
         to this Agreement.

                  "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
         Securities or Private Exchange Securities (if any), as the case may be,
         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 or deemed to be
         incorporated by reference therein.

                  "TIA" shall mean the Trust Indenture Act of 1939, as amended
         from time to time, and the rules and regulations of the SEC promulgated
         thereunder.

                  "Trustee" shall mean the trustee with respect to the
         Securities, the Private Exchange Securities (if any) and the Exchange
         Securities under the Indenture.

         For purposes of this Agreement, (i) all references in this Agreement to
any Registration Statement, preliminary prospectus or Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to include the
copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and
Retrieval system; (ii) all references in this Agreement to financial statements
and schedules and other information which is "contained", "included" or "stated"
in any Registration Statement, preliminary prospectus or Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Registration Statement,
preliminary prospectus or Prospectus, as the case may be; (iii) all references
in this Agreement to amendments or supplements to any Registration Statement,
preliminary prospectus or Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act which is incorporated or deemed to be
incorporated by reference in such Registration Statement, preliminary prospectus
or Prospectus, as the case may be; (iv) all references in this Agreement to Rule
144, Rule 144A or Rule 405 under the 1933 Act, and all references to any
sections or subsections thereof or terms defined therein, shall in each case
include any successor provisions thereto; and (v) all references in this
Agreement to days (but not to business days) shall mean calendar days.

         2. Registration Under the 1933 Act.

         (a) Exchange Offer Registration. The Company shall use its reasonable
best efforts to (A) file with the SEC on or prior to the 90th day after the
Closing Time an Exchange Offer Registration Statement covering the offer by the
Company to the Holders to exchange all of the Registrable Securities for a like
aggregate principal amount of Exchange Securities, (B) cause such Exchange Offer
Registration Statement to be declared effective by the SEC no later than the
180th day after the Closing Time, (C) cause such Registration Statement to
remain effective until the closing of the Exchange Offer and (D) consummate the
Exchange Offer no later than 30 days

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after the effective date of the Exchange Offer Registration Statement. Upon the
effectiveness of the Exchange Offer Registration Statement, the Company shall as
promptly as practicable commence the Exchange Offer, it being the objective of
such Exchange Offer to enable each Holder eligible and electing to exchange
Registrable Securities for Exchange Securities (assuming that such Holder is not
an affiliate of the Company within the meaning of Rule 405 under the 1933 Act,
acquires the Exchange Securities 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 such Exchange
Securities) to trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the 1933 Act or under the
securities or blue sky laws or real estate syndication laws of the states of the
United States.

         In connection with the Exchange Offer, the Company shall:

                  (i) as promptly as practicable mail or cause to be mailed 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 law) after the date
         notice thereof is mailed to the Holders and, during the Exchange Offer,
         offer to all Holders who are legally eligible to participate in the
         Exchange Offer the opportunity to exchange their Registrable Securities
         for Exchange Securities;

                  (iii) use the services of a depositary with an address in the
         Borough of Manhattan, The City of New York for the Exchange Offer;

                  (iv) permit Holders to withdraw tendered Registrable
         Securities 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 Prospectus or the
         related letter of transmittal or related documents a telegram, telex,
         facsimile transmission or letter setting forth the name of such Holder,
         the principal amount of Registrable Securities delivered for exchange,
         and a statement that such Holder is withdrawing its election to have
         such Securities exchanged;

                  (v) notify each Holder that any Registrable Security not
         tendered will remain outstanding and continue to accrue interest, but
         will not retain any rights under this Agreement (except in the case of
         the Initial Purchasers and Participating Broker-Dealers as provided
         herein); and

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

         If, at or prior to the consummation of the Exchange Offer, any of the
Initial Purchasers holds any Securities acquired by it and having the status of
an unsold allotment in the initial distribution, the Company shall, upon the
request of any such Initial Purchaser, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange for such Securities a like principal amount of debt
securities of the

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Company that are identical (except that such debt securities shall be subject to
transfer restrictions and shall bear a legend relating to restrictions on
ownership and transfer identical to those applicable to the Securities as a
result of the issuance thereof without registration under the 1933 Act and shall
provide for the payment of Additional Interest) to the Exchange Securities (the
"Private Exchange Securities"). The Company shall use its reasonable best
efforts to have the Private Exchange Securities bear the same CUSIP number as
the Exchange Securities and, if unable to do so, the Company will, at such time
as any Private Exchange Security ceases to be a "restricted security" within the
meaning of Rule 144 under the 1933 Act, permit any such Private Exchange
Security to be exchanged for a like principal amount of Exchange Securities. The
Company shall not have any liability under this Agreement solely as a result of
any such Private Exchange Securities not bearing the same CUSIP number as the
Exchange Securities.

         The Exchange Securities and the Private Exchange Securities (if any)
shall be issued under the Indenture, which shall be qualified under the TIA. The
Indenture shall provide that the Exchange Securities, the Private Exchange
Securities (if any) and the Securities shall vote and consent together on all
matters as a single class and shall constitute a single series of debt
securities issued under the Indenture.

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

                  (i) accept for exchange all Registrable Securities 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 Securities so accepted for exchange by the
         Company; and

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

         Interest on each Exchange Security and such Private Exchange Security
(if any) will accrue from the last date on which interest was paid or duly
provided for on the Securities surrendered in exchange therefor or, if no
interest has been paid or duly provided for on such Securities, from the
Interest Accrual Date. 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 any 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 by or before any governmental
agency with respect to the Exchange Offer which, in the Company's judgment,
would reasonably be expected to impair the ability of the Company to proceed
with the Exchange Offer, and (iii) that the Holders tender the Registrable
Securities to the Company in accordance with the Exchange Offer. Each Holder of
Registrable Securities (other than Participating Broker-Dealers) who wishes to
exchange such Registrable Securities for Exchange Securities in the Exchange
Offer will be required to represent that (i) it is not an affiliate (as defined
in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to
be

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received by it will be acquired in the ordinary course of business and (iii) it
has no arrangement with any Person to participate in the distribution (within
the meaning of the 1933 Act) of the Exchange Securities, and shall be required
to make 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. To the extent
permitted by law, the Company shall inform the Initial Purchasers of the names
and addresses of the Holders of Securities to whom the Exchange Offer is made
and, to the extent such information is available to the Company, the names and
addresses of the beneficial owners of such Securities, and the Initial
Purchasers shall have the right to contact such Holders and beneficial owners
and otherwise facilitate the tender of Registrable Securities 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 (A) the Exchange Offer Registration Statement is
not declared effective within 180 days following the Closing Time or (B) the
Exchange Offer is not consummated within 30 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 30-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 30-day period, respectively, shall terminate), or (iii) if any Holder
(other than an Initial Purchaser holding Securities acquired directly from the
Company) is not eligible to participate in the Exchange Offer or elects to
participate in the Exchange Offer (and validly tenders and does not withdraw its
Securities prior to the expiration of the Exchange Offer) but does not receive
Exchange Securities which are freely tradeable without any limitations or
restrictions under the 1933 Act or (iv) upon the request of any of the Initial
Purchasers within 90 days following the consummation of the Exchange Offer
(provided that, in the case of this clause (iv), such Initial Purchaser shall
hold Registrable Securities (including, without limitation, Private Exchange
Securities) that it acquired directly from the Company), 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 any such
         filing obligation arises, whichever is later, file with the SEC a Shelf
         Registration Statement relating to the offer and sale of the
         Registrable Securities by the Holders from time to time in accordance
         with the methods of distribution elected by the Majority Holders of
         such Registrable Securities 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, in the case of a request by any of the Initial
         Purchasers pursuant to clause (iv) above, within 60 days after such
         request). In the event that the Company is required to file a Shelf
         Registration Statement pursuant to clause (iii) or (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 Securities and
         a Shelf Registration Statement (which may be a combined Registration
         Statement with the Exchange Offer Registration

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         Statement) with respect to offers and sales of Registrable Securities
         held by such Holder or such Initial Purchaser, as applicable;

                  (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 the latest date on
         which any Securities are originally issued by the Company (subject to
         extension pursuant to the last paragraph of Section 3) or, if earlier,
         when all of the Registrable Securities covered by such Shelf
         Registration Statement (i) have been sold pursuant to the Shelf
         Registration Statement in accordance with the intended method of
         distribution thereunder, (ii) become eligible for resale pursuant to
         Rule 144(k) under the 1933 Act or (iii) cease to be Registrable
         Securities; and

                  (D) notwithstanding any other provisions hereof, use its
         reasonable best efforts to ensure that (i) any Shelf Registration
         Statement and any amendment thereto and any Prospectus forming a part
         thereof and any supplements thereto comply 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
         amendment or supplement to such Prospectus does not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

         The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement without the prior
written consent of Banc of America. The Company further agrees, if necessary, to
supplement or amend the Shelf Registration Statement if 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 Securities
copies of any such supplement or amendment promptly after its being used or
filed with the SEC.

         (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
(or, if a Shelf Registration Statement is filed solely pursuant to clause (iv)
of the first paragraph of Section 2(b), designated by the Initial Purchasers) to
act as counsel for the Holders of the Registrable Securities in connection
therewith. Each Holder shall pay all fees and disbursements of its counsel other
than as set forth in the preceding sentence or in the definition of Registration
Expenses and all underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of such Holder's Registrable Securities
pursuant to a Shelf Registration Statement.

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      (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 any 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 Securities
      (including, under the circumstances contemplated by Section 3(f) hereof,
      Exchange Securities) covered thereby not being able to exchange or offer
      and sell such Registrable Securities 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 notification
      requirements of Section 3(k) hereof, if applicable. Nothing in this
      paragraph shall prevent the accrual of Additional Interest on any
      Securities or Exchange Securities.

            (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 Securities 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 Securities pursuant to such Registration
      Statement may legally resume.

      (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 90th day following the Closing Time, or

            (ii) the Exchange Offer Registration Statement is not declared
      effective by the SEC on or prior to the 180th day following the Closing
      Time, or

            (iii) the Exchange Offer is not consummated on or prior to the 30th
      day following the effective date of the Exchange Offer Registration
      Statement, or

            (iv) if required, a Shelf Registration Statement is not filed with
      the SEC on or prior to (A) the 180th day following the Closing Time or (B)
      the 60th day after the filing obligation arises, whichever is later, or

            (v) if required, a Shelf Registration Statement is not declared
      effective on or prior to the 210th day following the Closing Time (or, if
      a Shelf Registration Statement is required to be filed upon the request of
      any Initial Purchaser, within 60 days after such filing), or

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            (vi) a Shelf Registration Statement is declared effective by the SEC
      but such Shelf Registration Statement ceases to be effective or such Shelf
      Registration Statement or the Prospectus included therein ceases to be
      usable in connection with resales of Registrable Securities for any reason
      and the aggregate number of days in any consecutive 365-day period for
      which the Shelf Registration Statement or such Prospectus shall not be
      effective or usable exceeds 45 days, or

            (vii) the Exchange Offer Registration Statement is declared
      effective by the SEC but, if the Exchange Offer Registration Statement is
      being used in connection with the resale of Exchange Securities as
      contemplated by Section 3(f)(B) of this Agreement, the Exchange Offer
      Registration Statement ceases to be effective or the Exchange Offer
      Registration Statement or the Prospectus included therein ceases to be
      usable in connection with resales of Exchange Securities for any reason
      during the 180-day period referred to in Section 3(f)(B) of this Agreement
      (as such period may be extended pursuant to the last paragraph of Section
      3 of this Agreement),

(each of the events referred to in clauses (i) through (vii) above being
hereinafter called a "Registration Default"), the per annum interest rate borne
by the Registrable Securities shall be increased ("Additional Interest") by
one-quarter of one percent (0.25%) per annum immediately following such 90-day
period in the case of clause (i) above, immediately following such 180-day
period in the case of clause (ii) above, immediately following such 30-day
period in the case of clause (iii) above, immediately following any such 180-day
period or 60-day period, whichever ends later, in the case of clause (iv) above,
immediately following any such 210-day period or 60-day period, whichever ends
first, in the case of clause (v) above, immediately following the 45th day in
any consecutive 365-day period that a Shelf Registration Statement shall not be
effective or a Shelf Registration Statement or the Prospectus included therein
shall not be usable as contemplated by clause (vi) above, or immediately
following the day that the Exchange Offer Registration Statement shall not be
effective or the Exchange Offer Registration Statement or the Prospectus
included therein shall not be usable as contemplated by clause (vii) above,
which rate will be increased by an additional one-quarter of one percent (0.25%)
per annum immediately following each 90-day period that any Additional Interest
continues to accrue under any circumstances; 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 the filing of the Exchange Offer Registration
Statement after the 90-day period described in clause (i) above, the
effectiveness of the Exchange Offer Registration Statement after the 180-day
period described in clause (ii) above, the consummation of the Exchange Offer
after the 30-day period described in clause (iii) above, the filing of the Shelf
Registration Statement after the 180-day period or 60-day period, as the case
may be, described in clause (iv) above, the effectiveness of a Shelf
Registration Statement after the 210-day period or 60-day period, as the case
may be, described in clause (v) above, or the Shelf Registration Statement once
again being effective or the Shelf Registration Statement and the Prospectus
included therein becoming usable in connection with resales of Registrable
Securities, as the case may be, in the case of clause (vi) above, or the
Exchange Offer Registration Statement once again becoming effective or the
Exchange Offer Registration Statement and the Prospectus included therein
becoming usable in connection with resales of Exchange Securities, as the case
may be, in the case of clause (vii) thereof, the interest rate borne by the
Securities from the date of such filing, effectiveness, consummation or
resumption of effectiveness or usability, as the case may be, shall be reduced
to the original

                                       11
<PAGE>

interest rate so long as no other Registration Default shall have occurred and
shall be continuing at such time and the Company is otherwise in compliance with
this paragraph; provided, however, that, if after any such reduction in interest
rate, one or more Registration Defaults shall again occur, the interest rate
shall again be increased pursuant to the foregoing provisions.

      The Company shall notify the Trustee within three business days after each
and every date on which an event occurs in respect of which Additional Interest
is required to be paid (an "Event Date"). Additional Interest shall be paid by
depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities, on or before the applicable semi-annual interest payment
date, immediately available funds in sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable on each interest
payment date to the record Holder of Securities entitled to receive the interest
payment to be paid on such date as set forth in the Indenture. Each obligation
to pay Additional Interest shall be deemed to accrue from and including the day
following the applicable Event Date.

      Anything herein to the contrary notwithstanding, any Holder who was, at
the time the Exchange Offer was pending and consummated, eligible to exchange,
and did not validly tender, or withdrew, its Securities for Exchange Securities
in the Exchange Offer will not be entitled to receive any Additional Interest.
For purposes of clarity, it is hereby acknowledged and agreed that, under
current interpretations of law by the SEC, Initial Purchasers holding unsold
allotments of Securities acquired from the Company are not eligible to
participate in the Exchange Offer.

      (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) through 2(d)
hereof may result in material irreparable injury to the Initial Purchasers, the
Holders or the Participating Broker-Dealers 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,
any Holder and any Participating Broker-Dealer may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 2(a)
through 2(d) hereof.

      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 or, if
      required, Registration Statements, 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
      Securities 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;

                                       12
<PAGE>

            (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 and the 1934 Act with respect to the disposition of all
      Securities 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 Securities, at least ten business days prior to filing, that a
      Shelf Registration Statement with respect to the Registrable Securities is
      being filed and advising such Holders that the distribution of Registrable
      Securities will be made in accordance with the method elected by the
      Majority Holders; (ii) furnish to each Holder of Registrable Securities,
      to counsel for the Initial Purchasers, to counsel for the Holders and to
      each underwriter of an underwritten offering of Registrable Securities, if
      any, without charge, as many copies of each Prospectus, including each
      preliminary Prospectus, and any amendment or supplement thereto and such
      other documents as such Holder, counsel or underwriter may reasonably
      request, including financial statements and schedules and, if such Holder,
      counsel or underwriter so requests, all exhibits (including those
      incorporated by reference) in order to facilitate the public sale or other
      disposition of the Registrable Securities; and (iii) subject to the
      penultimate paragraph of this Section 3, the Company hereby consents to
      the use of the Prospectus, including each preliminary Prospectus, or any
      amendment or supplement thereto by each of the Holders and underwriters of
      Registrable Securities in connection with the offering and sale of the
      Registrable Securities covered by any Prospectus or any amendment or
      supplement thereto;

            (d) use its reasonable best efforts to register or qualify the
      Registrable Securities under all applicable state securities or "blue sky"
      laws of such jurisdictions as any Holder of Registrable Securities covered
      by a Registration Statement and each underwriter of an underwritten
      offering of Registrable Securities shall reasonably request, to cooperate
      with the Holders and the underwriters of any Registrable Securities in
      connection with any filings required to be made with the NASD, to 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 Securities 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 Securities 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

                                       13
<PAGE>

      become effective, (ii) of any request by the SEC or any state securities
      authority for post-effective amendments or supplements to a Registration
      Statement or Prospectus or for additional information after a 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 Securities 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,
      (v) of the receipt by the Company of any notification with respect to the
      suspension of the qualification of the Registrable Securities for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose, (vi) of the happening of any event or the discovery of any
      facts during the period a Shelf Registration Statement is effective which
      is contemplated in Section 2(d)(i)(A) or 2(d)(i)(B) or which makes any
      statement made in such Shelf Registration Statement or the related
      Prospectus untrue in any material respect or which constitutes an omission
      to state a material fact in such Shelf Registration Statement or
      Prospectus and (vii) of any determination by the Company that a
      post-effective amendment to a Registration Statement would be appropriate.
      Without limitation to any other provisions of this Agreement, the Company
      agrees that this Section 3(e) shall also be applicable, mutatis mutandis,
      with respect to the Exchange Offer Registration Statement and the
      Prospectus included therein to the extent that such Prospectus is being
      used by Participating Broker-Dealers as contemplated by Section 3(f);

            (f) (A) in the case of an Exchange Offer, (i) include in the
      Exchange Offer Registration Statement (x) a "Plan of Distribution" section
      substantially in the form set forth in Annex B hereto or other such form
      as is reasonably acceptable to Bane of America covering the use of the
      Prospectus included in the Exchange Offer Registration Statement by
      broker-dealers who have exchanged their Registrable Securities for
      Exchange Securities for the resale of such Exchange Securities and (y) a
      statement to the effect that any such broker-dealers who wish to use the
      related Prospectus in connection with the resale of Exchange Securities
      acquired as a result of market-making or other trading activities will be
      required to notify the Company to that effect, together with instructions
      for giving such notice (which instructions shall include a provision for
      giving such notice by checking a box or making another appropriate
      notation on the related letter of transmittal) (each such broker-dealer
      who gives notice to the Company as aforesaid being hereinafter called a
      "Notifying Broker-Dealer"), (ii) furnish to each Notifying 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 Securities acquired for its own
      account as a result of market-making activities or other trading
      activities (a "Participating Broker-Dealer"), and who receives Exchange
      Securities for Registrable Securities 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 Securities, (iv) subject to the penultimate paragraph of this

                                       14
<PAGE>

      Section 3, the Company hereby consents to the use of the Prospectus
      forming part of the Exchange Offer Registration Statement or any amendment
      or supplement thereto by any Notifying Broker-Dealer in connection with
      the sale or transfer of Exchange Securities, 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 Securities. If the undersigned is a broker-dealer
      that will receive Exchange Securities for its own account in exchange for
      Registrable Securities, it represents that the Registrable Securities to
      be exchanged for Exchange Securities 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 any resale of such Exchange Securities 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 Notifying Broker-Dealer participates in the
      Exchange Offer, (i) the Company shall use its reasonable best efforts to
      maintain the effectiveness of the Exchange Offer Registration Statement
      for a period of 180 days (subject to extension pursuant to the last
      paragraph of this Section 3) following the last date on which exchanges
      are accepted pursuant to the Exchange Offer, and (ii) the Company will
      comply, insofar as relates to the Exchange Offer Registration Statement,
      the Prospectus included therein and the offering and sale of Exchange
      Securities pursuant thereto, with its obligations under Section 2(b)(D),
      the last paragraph of Section 2(b), Section 3(c), 3(d), 3(e), 3(i), 3(j),
      3(k), 3(o) and 3(p), and the last two paragraphs of this Section 3 as if
      all references therein to a Shelf Registration Statement, the Prospectus
      included therein and the Holders of Registrable Securities referred,
      mutatis mutandis, to the Exchange Offer Registration Statement, the
      Prospectus included therein and the applicable Notifying Broker-Dealers
      and, for purposes of this Section 3(f), all references in any such
      paragraphs or sections to the "Majority Holders" shall be deemed to mean,
      solely insofar as relates to this Section 3(f), the Notifying
      Broker-Dealers who are the Holders of the majority in aggregate principal
      amount of the Exchange Securities which are Registrable Securities;

            (C) 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) or 3(k) hereof, or take any
      other action as a result of this Section 3(f), for a period exceeding 180
      days (subject to extension pursuant to the last paragraph of this Section
      3) after the last date on which exchanges are accepted pursuant to the
      Exchange Offer and Notifying 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; and

            (D) in the case of any Exchange Offer Registration Statement, the
      Company agrees to deliver to the Initial Purchasers on behalf of the
      Participating Broker-Dealer upon the effectiveness of the Exchange Offer
      Registration Statement (i) an opinion of

                                       15
<PAGE>

      counsel or opinions of counsel reasonably satisfactory to the Initial
      Purchasers, (ii) officers' certificates substantially in the form
      customarily delivered in a public offering of debt securities and (iii) a
      comfort letter or comfort letters in customary form to the extent
      permitted by Statement on Auditing Standards No. 100 of the American
      Institute of Certified Public Accountants (or if such a comfort letter is
      not permitted, an agreed upon procedures letter in customary form) from
      the Company's independent certified public accountants (and, if necessary,
      any other independent certified public accountants of any subsidiary of
      the Company or of any business acquired by the Company for which financial
      statements are, or are required to be, included in the Registration
      Statement) substantially equivalent in scope and coverage as the comfort
      letter or comfort letters delivered to the Initial Purchasers in
      connection with the initial sale of the Securities to the Initial
      Purchasers;

            (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 Securities and counsel for any
      underwriters of Registrable Securities copies of any request by the SEC or
      any state securities authority for amendments or supplements to a
      Registration Statement or Prospectus or for additional information;

            (h) use its reasonable best 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 Securities, without charge, at least one conformed copy of
      each Registration Statement and any post-effective amendments thereto
      (without documents incorporated or deemed to be incorporated therein by
      reference or exhibits thereto, unless requested), if such documents are
      not available via the SEC EDGAR database;

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

            (k) in the case of a Shelf Registration, upon the occurrence of any
      event or the discovery of any facts as contemplated by Section 3(e)(vi)
      hereof, use its reasonable best efforts to prepare a supplement or
      post-effective amendment to a Registration Statement or the related
      Prospectus or any document incorporated or deemed to be incorporated
      therein by reference or file any other required document so that, as
      thereafter delivered to the purchasers of the Registrable Securities, 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 in
      order 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

                                       16
<PAGE>

      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 number of copies of the Prospectus, as amended or
      supplemented, as such Holder may reasonably request;

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

            (m) (i) cause the Indenture to be qualified under the TIA in
      connection with the registration of the Exchange Securities or Registrable
      Securities, as the case may be, (ii) cooperate with the Trustee and the
      Holders to effect such changes, if any, 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 best efforts to cause the
      Trustee to execute, all documents as may be required to effect such
      changes, if any, 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, the holders of a majority
      in principal amount of the Registrable Securities registered pursuant to
      such Shelf Registration Statement shall have the right to direct the
      Company to effect not more than one underwritten registration and, in
      connection with such underwritten registration, the Company shall enter
      into agreements (including underwriting agreements or similar 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 Securities being sold) in order to expedite or facilitate
      the disposition of such Registrable Securities and in such connection, in
      a manner that is reasonable and customary:

                  (i) make such representations and warranties to the Holders of
            such Registrable Securities and the underwriters, in form, substance
            and scope as 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 (which counsel
            and opinions (in form, scope and substance) shall be reasonably
            satisfactory to the managing underwriters, and the Holders of a
            majority in principal amount of the Registrable Securities being
            sold) addressed to each selling Holder and the underwriters,
            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;

                                       17
<PAGE>

                  (iii) obtain "cold comfort" letters and updates thereof with
            respect to such Shelf Registration Statement and the Prospectus
            included therein, all amendments and supplements thereto and all
            documents incorporated or deemed to be incorporated by reference
            therein from the Company's independent certified public accountants
            and from the independent certified public accountants for any other
            Person or any business or assets whose financial statements are
            included or incorporated by reference in the Shelf Registration
            Statement, each addressed to the underwriters, and use reasonable
            best efforts to have such letters addressed to the selling Holders
            of Registrable Securities, 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 and such letters to be delivered at the time of the
            pricing of such underwritten registration with an update to such
            letter to be delivered at the time of closing of such underwritten
            registration;

                  (iv) if an underwriting agreement or other similar agreement
            is entered into, cause the same to set forth indemnification and
            contribution provisions and procedures substantially equivalent to
            the indemnification and contribution 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 or such
            other indemnification and contribution as shall be satisfactory to
            the Company, the applicable underwriters and the Holders of the
            majority in principal amount of the Registrable Securities being
            sold; and

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

      The documents referred to in Sections 3(n)(ii) and 3(n)(v) shall be
      delivered at the closing under any underwriting or similar agreement as
      and to the extent required thereunder. In the case of any such
      underwritten offering, the Company shall provide written notice to the
      Holders of all Registrable Securities of such underwritten offering at
      least 30 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 15 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 a representative of the Holders of the Registrable
      Securities and any underwriters participating in any disposition pursuant
      to a Shelf Registration Statement and any counsel or accountant retained
      by such Holders or underwriters, all financial statements and other
      records, 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 Persons in connection with a Shelf Registration
      Statement;

                                       18
<PAGE>

            (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 such Prospectus, provide copies of
      such documents to the Initial Purchasers, and make such changes in any
      such documents 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
      Securities, to the Initial Purchasers, to the underwriter or underwriters
      of an underwritten offering of Registrable Securities, and to counsel for
      any such Holders, Initial Purchasers or underwriters, and make such
      changes in any such document prior to the filing thereof as the Holders of
      Registrable Securities, the Initial Purchasers, any such underwriter or
      underwriters or any of their respective counsel may reasonably request;
      and (iii) cause the representatives of the Company to be available for
      discussion of such documents as shall be reasonably requested by the
      Holders of Registrable Securities, 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;

            (q) in the case of a Shelf Registration, use commercially reasonable
      best efforts to cause the Registrable Securities to be rated with the
      appropriate rating agencies, if so requested by the Majority Holders of
      Registrable Securities or by the underwriter or underwriters of an
      underwritten offering, unless the Registrable Securities are already so
      rated;

            (r) otherwise use its reasonable best efforts to comply with all
      applicable rules and regulations of the SEC and, with respect to each
      Registration Statement and each post-effective amendment, if any, thereto
      and each filing by the Company of an Annual Report on Form 10-K, 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;

            (s) 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;

            (t) in the case of a Shelf Registration, a reasonable time prior to
      the filing of any Registration Statement, any Prospectus, any amendment to
      a Registration Statement or amendment or supplement to a Prospectus or any
      document which is to be incorporated by reference into a Registration
      Statement or a Prospectus after initial filing of a Registration
      Statement, provide copies of such document to the Initial Purchasers on
      behalf of such Holders; and make representatives of the Company as shall
      be reasonably requested by the Holders of Registrable Securities, or the
      Initial Purchasers on behalf of such Holders, available for discussion of
      such document; and

                                                19
<PAGE>

            (u) in the case of a Shelf Registration, use its reasonable best
      efforts to cause all Registrable Securities 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 Securities, if
      any.

      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 Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing and require such Holder to agree in writing to be bound by all
provisions of this Agreement applicable to such Holder.

      In the case of a Shelf Registration Statement, each Holder agrees and, in
the event that any Participating Broker-Dealer is using the Prospectus included
in the Exchange Offer Registration Statement in connection with the sale of
Exchange Securities pursuant to Section 3(f), each such Participating
Broker-Dealer agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts of the kind described in
Section 3(e)(ii), 3(e)(iii) or 3(e)(v) through 3(e)(vii) hereof, such Holder or
Participating Broker-Dealer, as the case may be, will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
receipt by such Holder or Participating Broker-Dealer, as the case may be, 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 or the Exchange Offer Registration Statement, respectively, are once
again effective or that no supplement or amendment is required. If so directed
by the Company, such Holder or Participating Broker-Dealer, as the case may be,
will deliver to the Company (at the Company's expense) all copies in its
possession, other than permanent file copies then in its possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. Nothing in this paragraph shall prevent the accrual of
Additional Interest on any Securities or Exchange Securities.

      If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to the immediately preceding paragraph, the
Company shall be deemed to have used its reasonable best efforts to keep the
Shelf Registration Statement or, in the case of Section 3(f), the Exchange Offer
Registration Statement, as the case may be, effective during such period of
suspension; provided that (i) such period of suspension shall not exceed the
time periods provided in Section 2(e)(vii) hereof and (ii) the Company shall use
its reasonable best efforts to file and have declared effective (if an
amendment) as soon as practicable thereafter an amendment or supplement to the
Shelf Registration Statement or the Exchange Offer Registration Statement or
both, as the case may be, or the Prospectus included therein and shall extend
the period during which the Shelf Registration Statement or the Exchange Offer
Registration Statement or both, as the case may be, shall be maintained
effective pursuant to this Agreement (and, if applicable, the period during
which Participating Broker-Dealers may use the Prospectus included in the
Exchange Offer Registration Statement pursuant to Section 3(f) hereof) by the
number of days during the period from and including the date of the giving of
such notice to and including the earlier of the date when the Holders or
Participating Broker-Dealers, respectively, shall have received copies of the
supplemented or amended Prospectus

                                       20

<PAGE>

necessary to resume such dispositions and the effective date of written notice
from the Company to the Holders or Participating Broker-Dealers, respectively,
that the Shelf Registration Statement or the Exchange Offer Registration
Statement, respectively, are once again effective or that no supplement or
amendment is required.

      4. Underwritten Registrations. In the event that the Company fails to
effect the Exchange Offer or file any Shelf Registration Statement and maintain
the effectiveness of any Shelf Registration Statement as provided herein, the
Company shall not file any Registration Statement with respect to any securities
(within the meaning of Section 2(1) of the 1933 Act) of the Company other than
Registrable Securities.

      If any of the Registrable Securities 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 Securities included in such
offering, subject to the consent of the Company, which consent shall not be
unreasonably withheld.

      No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (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, each Participating Broker-Dealer, each underwriter who
participates in an offering of Registrable Securities (each, an "Underwriter")
and each Person, if any, who controls any Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter 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 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 thereto) pursuant to which Exchange Securities or
Registrable Securities 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, 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 written
information furnished to the Company by any Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter with respect to such Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may
be, expressly for use in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto).

      (b) Each Holder, each Initial Purchaser, each Participating Broker-Dealer
and each Underwriter, severally but not jointly, agrees to indemnify and hold
harmless the Company, each

                                       21

<PAGE>

director of the Company, each officer of the Company who signs the Shelf
Registration Statement, each other Initial Purchaser, each other Participating
Broker-Dealer, each other Underwriter and each other selling Holder and each
Person, if any, who controls the Company, any Initial Purchaser, any
Underwriter, any Participating Broker-Dealer or any other selling Holder within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the
same extent as the foregoing, but only with respect to information with respect
to such Holder, Initial Purchaser, Underwriter or Participating Broker-Dealer
furnished in writing to the Company by such Holder, Initial Purchaser,
Underwriter or Participating Broker-Dealer respectively, expressly for use in
the Shelf Registration Statement (or any amendment thereto) or any Prospectus
included therein (or any amendment or supplement thereto); provided, however,
that no such Holder, Initial Purchaser, Underwriter or Participating
Broker-Dealer shall be liable for any claims hereunder in excess of the amount
of net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Shelf Registration Statement.

      (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 5(a) or 5(b), such person (the "indemnified party")
shall promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing 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, (ii) the
indemnifying party does not promptly retain counsel reasonably satisfactory to
the indemnified party or (iii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and the indemnified party reasonably concludes that the
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 the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. 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 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have 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, effect any settlement of any pending or threatened
proceeding in respect of

                                       22

<PAGE>

which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless (i) such settlement
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 or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

      (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 5 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 or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
liabilities, claims, damages or expenses, 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 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.

      (e) The Company, the Holders and the Initial Purchasers 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 aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 5 shall
be deemed to include, subject to the limitations set forth above, 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 5, no Initial Purchaser or
Holder, Participating Broker-Dealer or Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
Registrable Securities sold by it were offered exceeds the amount of any damages
that such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter
has otherwise been required to pay by reason of any 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, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933

                                       23

<PAGE>

Act or Section 20 of the 1934 Act shall have the same rights to contribution as
such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as
the case may be, and each director of the Company, each officer of the Company
who signed the Registration Statement 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
respective obligations of the Initial Purchasers, Holders, Participating
Broker-Dealers and Underwriters to contribute pursuant to this Section 5 are
several in proportion to the principal amount of Securities purchased by them
and not joint.

      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, Holder, Participating Broker-Dealer or Underwriter or any
Person controlling any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter, 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
Securities and (iv) any sale of Registrable Securities or Exchange Securities
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 all 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 or beneficial owner of Registrable Securities (i)
make publicly available such information (including, without limitation, the
information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to
be delivered, promptly following a request by any Holder or beneficial owner of
Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act, 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 Securities 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 request of any Holder or
beneficial owner of Registrable Securities, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

      (b) No Inconsistent Agreements. 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
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not and will not in any way
conflict with and are not and will not be inconsistent with the rights granted
to the holders of any of the Company's other issued and outstanding securities
under any other agreements entered into by the Company or any of its
subsidiaries.

                                       24
<PAGE>

      (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
Securities 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 or Participating Broker-Dealer (other than an Initial Purchaser),
at 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; (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) and (iv) if to any Underwriter, at the most current address given
by such Underwriter to the Company by means of a notice given in accordance with
the provisions of this Section 6(d), which address initially shall be the
address set forth in the applicable underwriting agreement.

      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, first class, 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 Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, 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. Each Holder and Participating Broker-Dealer
shall be a third party beneficiary of 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
other Holders hereunder. Each Holder, by its acquisition of Securities, shall be
deemed to have agreed to the provisions of Section 5(b) hereof.

                                       25

<PAGE>

      (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) Restriction on Resales. If (i) the Company or any of its subsidiaries
or affiliates (as defined in Rule 144 under the 1933 Act) shall redeem, purchase
or otherwise acquire any Registrable Security or any Exchange Security which is
a "restricted security" within the meaning of Rule 144 under the 1933 Act, the
Company will deliver or cause to be delivered such Registrable Security or
Exchange Security, as the case may be, to the Trustee for cancellation and
neither the Company nor any of its subsidiaries or affiliates will hold or
resell such Registrable Security or Exchange Security or issue any new Security
or Exchange Security to replace the same.

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

      (k) 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       26

<PAGE>

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

                                            DEVELOPERS DIVERSIFIED REALTY
                                            CORPORATION

                                            By:_________________________________
                                               Name:  William H. Schafer
                                               Title: Senior Vice President and
                                                      Chief Financial Officer

<PAGE>

Confirmed and accepted
   as of the date first above written:

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
And the other parties referred to in Annex A hereto

By: Banc of America Securities LLC

By: ________________________________
    Name:
    Title:

For itself and on behalf of the other Initial Purchasers

<PAGE>

                                                                         ANNEX A

                               INITIAL PURCHASERS

Banc of American Securities LLC
J.P. Morgan Securities Inc.
ABN AMRO Incorporated
Deutsche Bank Securities Inc.
ING Financial Markets LLC
Piper Jaffrey & Co.
Wachovia Capital Markets, LLC
Wells Fargo Brokerage Services, LLC

<PAGE>

                                                                         ANNEX B

                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account under the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer for resales of
new notes received in exchange for original notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 180 days after the expiration date of the exchange offer, we will make
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the new notes must notify us of this fact by checking
the box on the letter of transmittal requesting additional copies of these
documents.

      Notwithstanding the foregoing, we are entitled under the registration
rights agreements to suspend the use of this prospectus by broker-dealers under
specified circumstances. For example, we may suspend the use of this prospectus
if:

      -     the SEC or any state securities authority requests an amendment or
            supplement to this prospectus or the related registration statement
            or additional information;

      -     the SEC or any state securities authority issues any stop order
            suspending the effectiveness of the registration statement or
            initiates proceedings for that purpose;

      -     we receive notification of the suspension of the qualification of
            the new notes for sale in any jurisdiction or the initiation or
            threatening of any proceeding for that purpose;

      -     the suspension is required by law; or

      -     an event occurs which makes any statement in this prospectus untrue
            in any material respect or which constitutes an omission to state a
            material fact in this prospectus.

      If we suspend the use of this prospectus, the 180-day period referred to
above will be extended by a number of days equal to the period of the
suspension.

      We will not receive any proceeds from any sale of new notes by broker-
dealers. New notes received by broker-dealers for their own account under the
exchange offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on those notes or a combination of those methods, at market prices
prevailing at the time of resale, at prices related to prevailing market prices
or at negotiated prices. Any resales may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from the selling broker-dealer or the purchasers of
the new notes. Any broker-dealer that resells new notes received by it for its
own account under the exchange offer and any broker or dealer that participates
in a distribution of the new notes may be deemed to be an "underwriter" within
the

<PAGE>

meaning of the Securities Act and any profit on any resale of new notes and any
commissions or concessions received by these persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

      We have agreed to pay all expenses incidental to the exchange offer other
than commissions and concessions of any broker or dealer and will indemnify
holders of the notes, including any broker-dealers, against certain liabilities,
including liabilities under the Securities Act.