<PAGE>

                                                                    Exhibit 4.36

                         REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
                                                   ---------
entered into as of May 16, 2000 by and among GREATER BAY BANCORP, a California
corporation (the "Company"), GBB CAPITAL  IV, a business trust formed under the
                  -------
laws of the state of Delaware (the "Trust"), and SANDLER O'NEILL & PARTNERS,
                                    -----
L.P., as representative of the initial purchasers named in Schedule A of the
Purchase Agreement (defined below) (the "Initial Purchasers").
                                         ------------------

          This Agreement is made pursuant to the Purchase Agreement dated May
16, 2000 (the "Purchase Agreement"), by and among the Company, as issuer of the
               ------------------
10.75% Junior Subordinated Deferrable Interest Debentures due June 1, 2030,
Series A (the "Subordinated Debentures"), the Trust and the Initial Purchasers,
               -----------------------
which provides for, among other things, the sale by the Trust to the Initial
Purchasers of 41,000 of the Trust's 10.75% Capital Securities, Series A,
liquidation amount $1,000 per Capital Security (the "Capital Securities"), the
                                                     ------------------
proceeds of which will be used by the Trust, together with the proceeds from the
sale of the Trust's Common Securities to the Company, to purchase the
Subordinated Debentures.  The Capital Securities, together with the Subordinated
Debentures and the Company's guarantee agreement in respect of the Capital
Securities (the "Capital Securities Guarantee"), are collectively referred to as
                 ----------------------------
the "Securities." In order to induce the Initial Purchasers to enter into the
     ----------
Purchase Agreement, the Company and the Trust have agreed to provide to the
Initial Purchasers and their direct and indirect transferees 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:

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

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

          "Advice" shall have the meaning set forth in the last paragraph of
           ------
Section 3 hereof.

          "Affiliate" shall have the same meaning as given to that term in Rule
           ---------
405 under the Securities Act or any successor rule thereunder.

          "Applicable Period" shall have the meaning set forth in Section 3(u)
           -----------------
hereof.

          "Business Day" shall mean any day other than a Saturday, a Sunday, or
           ------------
a day on which banking institutions in San Francisco, California, Wilmington,
Delaware or New York, New York are authorized or required by law or executive
order to remain closed.

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

                                       1
<PAGE>

          "Company" shall have the meaning set forth in the preamble to this
           -------
Agreement and also includes the Company's successors and permitted assigns.

          "Debentures" shall collectively mean the Subordinated Debentures and
           ----------
the Exchange Debentures.

          "Declaration" shall mean the Amended and Restated Declaration of GBB
           -----------
Capital IV, dated as of the Closing Time, by the trustees named therein and the
Company as sponsor.

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

          "Effectiveness Period" shall have the meaning set forth in Section
           --------------------
2(b) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           ------------
amended from time to time.

          "Exchange Offer" shall mean the offer by the Company and the Trust to
           --------------
the Holders to exchange all of the Registrable Securities (other than Private
Exchange Securities) for a like amount of Exchange Securities pursuant to
Section 2(a) hereof.

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

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

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

          "Exchange Securities" shall mean (i) with respect to the Subordinated
           -------------------
Debentures, the 10.75% Junior Subordinated Deferrable Interest Debentures due
June 1, 2030, Series B (the "Exchange Debentures") containing terms
                             -------------------
substantially identical to the Subordinated Debentures (except that they will
not contain terms with respect to the transfer restrictions under the Securities
Act (other than requiring minimum transfers thereof to be in blocks of $100,000
aggregate principal amount and multiples of $1,000 in excess thereof) and will
not provide for any Liquidated Damages thereon), (ii) with respect to the
Capital Securities, the Trust's 10.75% Capital Securities, Series B, liquidation
amount $1,000 per Capital Security (the "Exchange Capital Securities")
                                         ---------------------------
containing terms substantially identical to the Capital Securities (except they
will not contain terms with respect to transfer restrictions under the
Securities Act (other than requiring minimum transfers thereof to be in blocks
of $100,000 aggregate liquidation amount and multiples of $1,000 in excess
thereof) and will not provide for any increase in Additional Distributions
thereon) and (iii) with respect to the Capital Securities Guarantee, the
Company's guarantee agreement in respect of the Exchange Capital Securities (the
"Exchange Capital Securities Guarantee") containing terms substantially
 -------------------------------------
identical to the Capital Securities Guarantee.

                                       2
<PAGE>

          "Holder" shall mean the Initial Purchasers, for so long as they own
           ------
any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture or Declaration of Trust.

          "Indenture" shall mean the Indenture relating to the Subordinated
           ---------
Debentures and the Exchange Debentures, dated as of the Closing Time, between
the Company, as issuer, and Wilmington Trust Company, as trustee, as the same
may be amended from time to time in accordance with the terms thereof.

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

          "Inspectors" shall have the meaning set forth in Section 3(o) hereof.
           ----------

          "Issue Date" shall mean May 19, 2000, the date of original issuance of
           ----------
the Securities.

          "Liquidated Damages" shall have the meaning set forth in Section 2(e)
           ------------------
hereof.

          "Majority Holders" shall mean the Holders of a majority of the
           ----------------
aggregate liquidation amount of outstanding Capital Securities.

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

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

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

          "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 documents incorporated by reference
therein.

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

          "Records" shall have the meaning set forth in Section 3(o) hereof.
           -------

          "Registrable Securities" shall mean the Securities and, if issued, the
           ----------------------
Private Exchange Securities; provided, however, that Securities or Private
                             --------  -------
Exchange Securities, as the

                                       3
<PAGE>

case may be, shall cease to be Registrable Securities when (i) a Registration
Statement with respect to such Securities or Private Exchange Securities for the
exchange or resale thereof, as the case may be, shall have been declared
effective under the Securities Act and such Securities or Private Exchange
Securities, as the case may be, shall have been disposed of pursuant to such
Registration Statement, (ii) such Securities or Private Exchange Securities, as
the case may be, shall have been sold to the public pursuant to Rule 144(k) (or
any similar provision then in force, but not Rule 144A) under the Securities Act
or are eligible to be sold without restriction as contemplated by Rule 144(k),
(iii) such Securities or Private Exchange Securities, as the case may be, shall
have ceased to be outstanding or (iv) with respect to the Securities, such
Securities shall have been exchanged for Exchange Securities upon consummation
of the Exchange Offer and are thereafter freely tradeable by the holder thereof
(other than an Affiliate of the Company).

          "Registration Expenses" shall mean any and all expenses incident to
           ---------------------
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or National Association of Securities Dealers,
Inc. (the "NASD") registration and filing fees, including, if applicable, the
           ----
fees and expenses of any "qualified independent underwriter" (and its counsel)
that is required to be retained by any Holder of Registrable Securities in
accordance with the rules and regulations of the NASD, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of one counsel for all
underwriters or Holders as a group in connection with blue sky qualification of
any of the Exchange Securities or Registrable Securities) and compliance with
the rules of the NASD, (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements
thereto, and in preparing or assisting in preparing, printing and distributing
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) the fees and disbursements of counsel for the Company
and of the independent certified public accountants of the Company, including
the expenses of any "cold comfort" letters required by or incident to the
performance of and compliance with this Agreement, (vi) the reasonable fees and
expenses of the Trustees and their counsel and any exchange agent or custodian,
and (vii) the reasonable fees and expenses of any special experts retained by
the Company in connection with any Registration Statement.

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

          "Rule 144(k) Period" shall mean the period of two years (or such
           ------------------
shorter period as may hereafter be referred to in Rule 144(k) under the
Securities Act (or similar successor rule)) commencing on the Issue Date.

          "SEC" shall mean the Securities and Exchange Commission.
           ---

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

          "Securities Act" shall mean the Securities Act of 1933, as amended
           --------------
from time to time.

                                       4
<PAGE>

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

          "Shelf Registration Event" shall have the meaning set forth in Section
           ------------------------
2(b) hereof.

          "Shelf Registration Event Date" shall have the meaning set forth in
           -----------------------------
Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
           ----------------------------
statement of the Company and the Trust pursuant to the provisions of Section
2(b) hereof which covers all of the Registrable Securities or all of the Private
Exchange Securities, as the case may be, on an appropriate form under Rule 415
under the Securities 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 documents incorporated by reference
therein.

          "TIA" shall mean the Trust Indenture Act of 1939, as amended from time
           ---
to time.

          "Trustees" shall mean any and all trustees under the Declaration, the
           --------
Indenture, the Capital Securities Guarantee or the Exchange Capital Securities
Guarantee.

          2.   Registration Under the Securities Act.
               -------------------------------------

          (a)  Exchange Offer. Except as set forth in Section 2(b) below, the
               --------------
Company and the Trust shall, for the benefit of the Holders, at the Company's
cost, use commercially reasonable efforts to (i) cause to be filed with the SEC
within 150 days after the Issue Date an Exchange Offer Registration Statement on
an appropriate form under the Securities Act relating to the Exchange Offer,
(ii) cause such Exchange Offer Registration Statement to be declared effective
under the Securities Act by the SEC not later than the date which is 180 days
after the Issue Date, and (iii) keep such Exchange Offer Registration Statement
effective for not less than 30 calendar days (or longer if required by
applicable law) after the date notice of the Exchange Offer is mailed to the
Holders. Promptly after the effectiveness of the Exchange Offer Registration
Statement, the Company and the Trust shall commence the Exchange Offer, it being
the objective of such Exchange Offer to enable each Holder eligible and electing
to exchange Registrable Securities for a like principal amount of Exchange
Debentures or a like liquidation amount of Exchange Capital Securities, together
with the Exchange Capital Securities Guarantee, as applicable (provided that
such Holder (w) is not an Affiliate of the Trust or the Company, (x) is not a
broker-dealer tendering Registrable Securities acquired directly from the Trust
or the Company, (y) acquires the Exchange Securities in the ordinary course of
such Holder's business and (z) has no arrangements or understandings with any
Person to participate in the Exchange Offer for the purpose of distributing the
Exchange Securities), to transfer such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
under state securities or blue sky laws (other than requiring minimum transfers
in blocks having an aggregate principal or liquidation amount, as the case may
be, of $100,000 and multiples of $1,000 in excess thereof).

                                       5
<PAGE>

          In connection with the Exchange Offer, the Company and the Trust
shall:

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

               (ii)      keep the Exchange Offer open for acceptance for a
period of not less than 30 days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");
               ----------------

               (iii)     utilize the services of the Depositary for the Exchange
Offer with respect to Capital Securities represented by a global certificate;

               (iv)      permit Holders to withdraw tendered Securities at any
time prior to the close of business, New York time, on the last Business Day of
the Exchange Period, by sending to the institution specified in the notice to
Holders, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the amount of Securities delivered for exchange and a
statement that such Holder is withdrawing his election to have such Securities
exchanged;

               (v)       notify each Holder that any Security not tendered by
such Holder in the Exchange Offer will remain outstanding and continue to accrue
interest or accumulate distributions, as the case may be, 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 respects with all applicable
laws relating to the Exchange Offer.

          If the Initial Purchasers determine upon advice of their outside
counsel that they are not eligible to participate in the Exchange Offer with
respect to the exchange of Securities constituting any portion of an unsold
allotment in the initial placement, as soon as practicable upon receipt by the
Company and the Trust of a written request from the Initial Purchasers, the
Company and the Trust, as applicable, shall issue and deliver to the Initial
Purchasers in exchange (the "Private Exchange") for the Securities held by the
                             ----------------
Initial Purchasers a like liquidation amount of Exchange Capital Securities of
the Trust or, in the event the Trust is liquidated and Subordinated Debentures
are distributed, a like principal amount of the Exchange Debentures of the
Company, together with the Exchange Capital Securities Guarantee, in each case
that are identical (except that such securities may bear a customary legend with
respect to restrictions on transfer pursuant to the Securities Act) to the
Exchange Securities (the "Private Exchange Securities") and which are issued
                          ---------------------------
pursuant to the Indenture or the Declaration (which provides that the Exchange
Securities will not be subject to the transfer restrictions set forth in the
Indenture or the Declaration, as applicable (other than requiring minimum
transfers in blocks having an aggregate principal or liquidation amount, as the
case may be, of $100,000 and multiples of $1,000 in excess thereof), and that
the Exchange Securities, the Private Exchange Securities and the Securities will
vote and consent together on all matters as one class and that none of the
Exchange Securities, the Private Exchange Securities or the Securities will have
the right to vote or consent as a separate class on any matter).  The Private
Exchange Securities shall be of the same series as the Exchange Securities, and
the Company and the Trust will seek to cause the CUSIP Service Bureau to issue
the same CUSIP numbers for the Private Exchange

                                       6
<PAGE>

Securities as for the Exchange Securities issued pursuant to the Exchange Offer.
The Initial Purchasers shall, within a reasonable time in advance of the
Company's filing of the Exchange Offer Registration Statement, advise the
Company as to the number of restricted securities held by them which constitute
an unsold allotment of the initial placement.

          As soon as practicable after the close of the Exchange Offer and, if
applicable, the Private Exchange, the Company and the Trust, as the case
requires, shall:

               (i)       accept for exchange all Securities or portions thereof
tendered and not validly withdrawn pursuant to the Exchange Offer or the Private
Exchange;

               (ii)      deliver, or cause to be delivered, to the applicable
Trustee for cancellation all Securities or portions thereof so accepted for
exchange by the Company and the Trust; and

               (iii)     issue, and cause the applicable Trustee under the
Indenture or the Declaration, as applicable, to promptly authenticate and
deliver to each Holder, new Exchange Securities or Private Exchange Securities,
as applicable, equal in principal amount to the principal amount of the
Subordinated Debentures or equal in liquidation amount to the liquidation amount
of the Capital Securities as are surrendered by such Holder, and will execute,
and cause the applicable Trustee to execute, the Exchange Capital Securities
Guarantee.

          Distributions on each Exchange Capital Security and interest or
distributions on each Exchange Debenture and Private Exchange Security issued
pursuant to the Exchange Offer and in the Private Exchange will accumulate or
accrue from the last date on which a distribution or interest was paid on the
Capital Security or the Subordinated Debenture surrendered in exchange therefor
or, if no distribution or interest has been paid on such Capital Security or
Subordinated Debenture, from the Issue Date.  To the extent not prohibited by
any law or applicable interpretation of the staff of the SEC, the Company and
the Trust shall use commercially reasonable efforts to complete the Exchange
Offer as provided above, and shall comply with the applicable requirements of
the Securities Act, the Exchange Act and other applicable laws in connection
with the Exchange Offer.  The Exchange Offer shall not be subject to any
conditions other than the conditions referred to in Section 2(b)(i) and (ii)
below and those conditions that are customary in similar exchange offers.  Each
Holder of Registrable Securities who wishes to exchange such Registrable
Securities for Exchange Securities in the Exchange Offer will be required to
make certain customary representations in connection therewith, including, in
the case of any Holder of Capital Securities, representations that (i) it is not
an Affiliate of the Trust or the Company, (ii) it is not a broker-dealer
tendering Registrable Securities acquired directly from the Trust or Company,
(iii) the Exchange Securities to be received by it were acquired in the ordinary
course of its business and (iv) at the time of the Exchange Offer, it has no
arrangements or understandings with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Capital
Securities.  The Company and the Trust shall inform the Initial Purchasers,
after consultation with the applicable Trustees, of the names and addresses of
the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right to contact such Holders in order to facilitate the tender of
Registrable Securities in the Exchange Offer.

          Upon consummation of the Exchange Offer in accordance with this
Section 2(a), the provisions of this Agreement shall continue to apply, mutatis
                                                                        -------
mutandis, solely with respect to
--------

                                       7
<PAGE>

Registrable Securities that are Private Exchange Securities and Exchange
Securities held by Participating Broker-Dealers, and the Company and the Trust
shall have no further obligation to register the Registrable Securities (other
than Private Exchange Securities) held by any Holder pursuant to Section 2(b) of
this Agreement.

     (b) Shelf Registration.  In the event that (i) the Company or the Trust
         ------------------
reasonably determine, after conferring with counsel (which may be in-house
counsel), that the Exchange Offer Registration provided in Section 2(a) above is
not available under applicable law and regulations and currently prevailing
interpretations of the staff of the SEC, (ii) the Company shall determine in
good faith that there is a reasonable likelihood that, or a material uncertainty
exists as to whether, consummation of the Exchange Offer would result in (x) the
Trust becoming subject to federal income tax with respect to income received or
accrued on the Debentures, (y) the interest payable by the Company on the
Debentures not being deductible by the Company for United States federal income
tax purposes or (z) the Trust becoming subject to more than a de minimis amount
                                                              ----------
of other taxes, duties or governmental charges, (iii) the Exchange Offer
Registration Statement is not declared effective within 180 days of the Issue
Date or (iv) upon the request of the Initial Purchasers with respect to any
Registrable Securities held by it, if the Initial Purchasers are not permitted,
in the reasonable opinion of Thacher Proffitt & Wood, pursuant to applicable law
or applicable interpretations of the staff of the SEC, to participate in the
Exchange Offer and thereby receive securities that are freely tradeable without
restriction under the Securities Act and applicable blue sky or state securities
laws (any of the events specified in (i), (ii), (iii) or (iv) being a "Shelf
                                                                       -----
Registration Event," and the date of occurrence thereof, the "Shelf Registration
------------------                                            ------------------
Event Date"), then in addition to or in lieu of conducting the Exchange Offer
----------
contemplated by Section 2(a), as the case may be, the Company and the Trust
shall, at their cost, use commercially reasonable efforts to cause to be filed
as promptly as practicable after such Shelf Registration Event Date, as the case
may be, and, in any event, within 45 days after such Shelf Registration Event
Date (provided that in no event shall such filing date be required to be earlier
than 75 days after the Issue Date), a Shelf Registration Statement providing for
the sale by the Holders of all of the Registrable Securities, and shall use
commercially reasonable efforts to have such Shelf Registration Statement
declared effective by the SEC as soon as practicable.  No Holder of Registrable
Securities shall be entitled to include any of its Registrable Securities in any
Shelf Registration pursuant to this Agreement unless and until such Holder
agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder and furnishes to the Company and the Trust in writing,
within 15 days after receipt of a request therefor, such information as the
Company and the Trust may, after conferring with counsel with regard to
information relating to Holders that would be required by the SEC to be included
in such Shelf Registration Statement or Prospectus included therein, reasonably
request for inclusion in any Shelf Registration Statement or Prospectus included
therein.  Each Holder as to which any Shelf Registration is being effected
agrees to furnish to the Company and the Trust all information with respect to
such Holder necessary to make the information previously furnished to the
Company by such Holder not materially misleading.

     The Company and the Trust agree to use commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective and usable for
resales for (a) the Rule 144(k) Period in the case of a Shelf Registration
Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in
the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv)
(subject in each case to extension pursuant to the last paragraph of Section 3
hereof), or for such shorter period which will terminate when all of the
Securities covered by the

                                       8
<PAGE>

Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement or cease to be Registrable Securities (the "Effectiveness Period").
                                                      --------------------
The Company and the Trust shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration. The Company and the Trust
will, in the event a Shelf Registration Statement is declared effective, provide
to each Holder a reasonable number of copies of the Prospectus which is a part
of the Shelf Registration Statement, notify each such Holder when the Shelf
Registration has become effective and take certain other actions as are required
to permit certain unrestricted resales of the Registrable Securities. The
Company and the Trust further agree, if necessary, to supplement or amend the
Shelf Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registrations, and the Company and the Trust
agree 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, as issuer of the Subordinated Debentures, shall
         --------
pay all Registration Expenses in connection with any Registration Statement
filed pursuant to Section 2(a) and/or 2(b) hereof and will reimburse the Initial
Purchasers for the reasonable fees and disbursements of Thacher Proffitt & Wood,
counsel for the Initial Purchasers, incurred in connection with the Exchange
Offer and, if applicable, the Private Exchange, and either Thacher Proffitt &
Wood or any other single counsel designated in writing by the Majority Holders
to act as counsel for the Holders of the Registrable Securities in connection
with a Shelf Registration Statement, which other counsel shall be reasonably
satisfactory to the Company.  Except as provided herein, each Holder shall pay
all expenses of its counsel, underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement.

     (d) Effective Registration Statement.  An Exchange Offer Registration
         --------------------------------
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will 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 such Exchange Offer Registration Statement or Shelf 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 Exchange
Offer Registration Statement or Shelf Registration Statement will 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.  The Company and the Trust will be deemed not to have used
commercially reasonable efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if either of them voluntarily
takes any action that would result in any such Registration Statement not being
declared effective or that would result in the Holders of Registrable Securities
covered thereby not being able to exchange or offer and sell such Registrable
Securities during that period, unless such action is required by  applicable
law.

     (e) Liquidated Damages and Additional Distributions.  In the event that:
         -----------------------------------------------

          (i)  neither the Exchange Offer Registration Statement is filed with
the SEC on or prior to the 150th day after the Issue Date nor a Shelf
Registration Statement is filed with the SEC on or prior to the 45th day after
the Shelf Registration Event Date in respect

                                       9
<PAGE>

of a Shelf Registration Event attributable to any of the events set forth in
Sections 2(b)(i), (ii) and (iii) (provided that in no event shall such filing
date be required to be earlier than 75 days after the Issue Date), then
commencing on the day after the applicable required filing date, liquidated
damages ("Liquidated Damages") shall accrue on the principal amount of the
          ------------------
Subordinated Debentures, and additional distributions ("Additional
                                                        ----------
Distributions") shall accumulate on the liquidation amount of the Trust
-------------
Securities (as such term is defined in the Declaration), each at a rate of 25
basis points per annum; or

          (ii)      neither the Exchange Offer Registration Statement is
declared effective by the SEC on or prior to the 180th day after the Issue Date
nor a Shelf Registration Statement is declared effective by the SEC on or prior
to the later of (A) the 40th day after the date such Shelf Registration
Statement was required to be filed and (B) the 180th day after the Issue Date,
in respect of a Shelf Registration Event attributable to any of the events set
forth in Sections 2(b)(i), (ii) and (iii), then, commencing on the day after the
applicable required effectiveness date, Liquidated Damages shall accrue on the
principal amount of the Subordinated Debentures, and Additional Distributions
shall accumulate on the liquidation amount of the Trust Securities, each at a
rate of 25 basis points per annum; or

          (iii)     (A) the Trust has not exchanged Exchange Capital
Securities for all Capital Securities or the Company has not exchanged Exchange
Debentures for all Subordinated Debentures, in each case validly tendered during
the Exchange Period, or executed the Exchange Capital Securities Guarantee in
respect of the Exchange Capital Securities, in accordance with the terms of the
Exchange Offer on or prior to the 45th day after the date on which the Exchange
Offer Registration Statement was declared effective or (B) if applicable, the
Shelf Registration Statement in respect of a Shelf Registration Event
attributable to any of the events set forth in Sections 2(b)(i), (ii) and (iii)
has been declared effective and such Shelf Registration Statement ceases to be
effective or usable for resales (whether as a result of an event contemplated by
Section 3(e) or otherwise) at any time prior to the expiration of the Rule
144(k) Period (other than after such time as all Securities have been disposed
of thereunder or otherwise cease to be Registered Securities), then Liquidated
Damages shall accrue on the principal amount of Subordinated Debentures, and
Additional Distributions shall accumulate on the liquidation amount of the Trust
Securities, each at a rate of 25 basis points per annum commencing on (x) the
46th day after such effective date, in the case of (A) above, or (y) the day
such Shelf Registration Statement ceases to be effective or usable for resales,
in the case of (B) above;

provided, however, that neither the Liquidated Damages rate on the Subordinated
--------  -------
Debentures, nor the Additional Distribution rate on the liquidation amount of
the Trust Securities, may exceed in the aggregate 25 basis points per annum;
provided, further, however, that (1) upon the filing of the Exchange Offer
--------  -------  -------
Registration Statement or a Shelf Registration Statement (in the case of clause
(i) above), (2) upon the effectiveness of the Exchange Offer Registration
Statement or a Shelf Registration Statement (in the case of clause (ii) above)
or (3) upon the exchange of Exchange Capital Securities and Exchange Debentures
for all Capital Securities and Subordinated Debentures validly tendered and
execution of the Exchange Capital Securities Guarantee (in the case of clause
(iii)(A) above) or at such time as the Shelf Registration Statement that had
ceased to remain effective or usable for resales again becomes effective and
usable for resales (in the case of clause (iii)(B) above), Liquidated Damages on
the principal amount of the Subordinated Debentures and Additional Distributions
on the liquidation amount

                                       10
<PAGE>

of the Trust Securities as a result of such clause (or the relevant subclause
thereof) shall cease to accrue and accumulate, as the case may be.

     Any amounts of Liquidated Damages and Additional Distributions due pursuant
to Section 2(e)(i), (ii) or (iii) above will be payable in cash on the next
succeeding March 1 and September 1, as the case may be, to Holders on the
relevant record dates for the payment of interest and distributions pursuant to
the Indenture and the Declaration, respectively.

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

     (g) Distribution of Subordinated Debentures.  Notwithstanding any other
         ---------------------------------------
provisions of this Agreement, in the event that Subordinated Debentures are
distributed to holders of Capital Securities in liquidation of the Trust
pursuant to the Declaration, (i) all references in this Section 2 and in Section
3 to Securities, Registrable Securities and Exchange Securities shall not
include the Capital Securities and Capital Securities Guarantee or the Exchange
Capital Securities and Exchange Capital Securities Guarantee issued or to be
issued in exchange therefor in the Exchange Offer and (ii) all requirements for
any action to be taken by the Trust in this Section 2 and in Section 3 shall
cease to apply and all requirements for any action to be taken by the Company in
this Section 2 and in Section 3 shall apply to the Subordinated Debentures and
Exchange Debentures issued or to be issued in exchange therefor in the Exchange
Offer.

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

     (a) prepare and file with the SEC a Registration Statement or Registration
Statements as prescribed by Sections 2(a) and 2(b) hereof within the relevant
time period specified in Section 2 hereof on the appropriate form under the
Securities Act, which form (i) shall be selected by the Company and the Trust,
(ii) shall, in the case of a Shelf Registration, be available for the sale of
the Registrable Securities by the selling Holders thereof and, in the case of an
Exchange Offer, be available for the exchange of Registrable Securities and
(iii) shall comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to
be filed therewith; and use commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective (and, in the
case of a Shelf Registration Statement, usable for resales) in accordance with
Section 2 hereof; provided, however, that if (1) such filing is pursuant to
                  --------  -------
Section 2(b), or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2(a) is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Securities, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Company and the Trust shall furnish to
and afford the Holders of the Registrable Securities and each such Participating
Broker-Dealer, as the case may be, covered by such Registration Statement, their
counsel and the managing underwriters, if any,

                                       11
<PAGE>

a reasonable opportunity to review copies of all such documents (including
copies of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed. The Company and the Trust shall not file any
Registration Statement or Prospectus or any amendments or supplements thereto in
respect of which the Holders must be afforded an opportunity to review prior to
the filing of such document if the Majority Holders or such Participating
Broker-Dealer, as the case may be, their counsel or the managing underwriters,
if any, shall reasonably object in a timely manner;

     (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the Effectiveness Period or the Applicable
Period, as the case may be; and cause each Prospectus to be supplemented, if so
determined by the Company or the Trust or requested by the SEC, by any required
prospectus supplement and as so supplemented to be filed pursuant to Rule 424
(or any similar provision then in force) under the Securities Act, and comply
with the provisions of the Securities Act, the Exchange Act and the rules and
regulations promulgated thereunder applicable to it with respect to the
disposition of all securities covered by each Registration Statement during the
Effectiveness Period or the Applicable Period, as the case may be, in accordance
with the intended method or methods of distribution by the selling Holders
thereof described in this Agreement (including sales by any Participating
Broker-Dealer);

     (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities included in the Shelf Registration Statement, at least
three Business Days prior to filing, that a Shelf Registration Statement with
respect to the Registrable Securities is being filed and advising such Holder
that the distribution of Registrable Securities will be made in accordance with
the method selected by the Majority Holders; and (ii) furnish to each Holder of
Registrable Securities included in the Shelf Registration Statement 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 or underwriter may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Securities; and (iii)
consent to the use of the Prospectus or any amendment or supplement thereto by
each of the selling Holders of Registrable Securities included in the Shelf
Registration Statement in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto;

     (d) in the case of a Shelf Registration, register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions by the time the applicable Registration Statement is
declared effective by the SEC as any Holder of Registrable Securities covered by
a Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request in writing in advance of such
date of effectiveness, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder and underwriter to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company and the
                                 --------  -------
Trust 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), (ii) file any general consent to
service of process in any jurisdiction where it would not otherwise be subject
to such service of process or (iii) subject itself to taxation in any such
jurisdiction if it is not then so subject;

                                       12
<PAGE>

     (e) (1) in the case of a Shelf Registration or (2) if Participating Broker-
Dealers from whom the Company or the Trust has received prior written notice
that they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(u) hereof, are seeking to sell
Exchange Securities and are required to deliver Prospectuses, promptly notify
each Holder of Registrable Securities, or such Participating Broker-Dealers, as
the case may be, their counsel and the managing underwriters, if any, and
promptly confirm such notice in writing (i) when a Registration Statement has
become effective and when any post-effective amendments thereto become
effective, (ii) of any request by the SEC or any state securities authority for
amendments and supplements to a Registration Statement or Prospectus or for
additional information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the
qualification of the Registrable Securities or the Exchange Securities to be
offered or sold by any Participating Broker-Dealer in any jurisdiction described
in paragraph 3(d) hereof or the initiation of any proceedings for that purpose,
(iv) in the case of a Shelf Registration, 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 and the Trust
contained in any purchase agreement, securities sales agreement or other similar
agreement cease to be true and correct in all material respects, (v) of the
happening of any event or the failure of any event to occur or the discovery of
any facts, during the Effectiveness Period, which makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or which causes such Registration Statement or Prospectus to 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, and (vi)
of the reasonable determination of the Company and the Trust that a post-
effective amendment to the Registration Statement would be appropriate;

     (f) obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment;

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

     (h) 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 (other than with respect to restrictions requiring minimum
transfers in blocks having an aggregate principal or liquidation amount, as the
case may be, of $100,000 and multiples of $1,000 in excess thereof) and in such
denominations (consistent with the provisions of the Indenture and the
Declaration) and registered in such names as the selling Holders or the
underwriters may reasonably request at least two Business Days prior to the
closing of any sale of Registrable Securities pursuant to such Shelf
Registration Statement;

     (i) in the case of a Shelf Registration or an Exchange Offer Registration,
promptly after the occurrence of any event specified in Section 3(e)(ii),
3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, prepare a supplement or post-effective
amendment to such Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any

                                       13
<PAGE>

other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities, such Prospectus will not include any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; and to notify each Holder to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and each
Holder hereby agrees to suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission;

     (j) in the case of a Shelf Registration, a reasonable time prior to the
filing of any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after the initial filing of a
Registration Statement, provide a reasonable number of copies of such document
to the Holders; and make such of the representatives of the Company and the
Trust 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;

     (k) obtain a CUSIP number for all Exchange Capital Securities and the
Capital Securities (and, if the Trust has made a distribution of the
Subordinated Debentures to the Holders of the Capital Securities, the
Subordinated Debentures or the Exchange Debentures), as the case may be, not
later than the effective date of a Registration Statement, and provide the
applicable Trustee with certificates for the Exchange Securities or the
Registrable Securities, as the case may be, in a form eligible for deposit with
the Depositary;

     (l) cause the Indenture, the Declaration, the Capital Securities Guarantee
(in the case of a Shelf Registration) and the Exchange Capital Securities
Guarantee (in the case of an Exchange Offer Registration) to be qualified under
the TIA, in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be, and effect such changes to such
documents as may be required for them to be so qualified in accordance with the
terms of the TIA and execute, and cause the applicable Trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such documents to be so
qualified in a timely manner;

     (m) in the case of a Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten offerings
and take all such other appropriate actions in connection therewith as are
reasonably requested by the Holders of at least 25% in aggregate principal or
liquidation amount, as the case may be, of the Registrable Securities in order
to expedite or facilitate the registration or the disposition or the Registrable
Securities; provided that the Company shall not be required to enter into more
than three (3) such agreements, with respect to Registrable Securities, and
shall not be required to enter into any such agreement for 90 days following
consummation of any underwritten public offering which the Company shall have
undertaken;

     (n) in the case of a Shelf Registration, whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration, if requested by (x) the Initial Purchasers, in the case where the
Initial Purchasers hold Securities acquired by them as part of their initial
placement and (y) Holders of at least 25% in aggregate principal or liquidation
amount, as the case may be, of the Registrable Securities covered thereby: (i)
make such representations and warranties to Holders of such Registrable
Securities and the underwriters (if any), with respect to the business of the
Trust, the Company and the subsidiaries of the Company as then conducted and the
Registration Statement, Prospectus and documents, if

                                       14
<PAGE>

any, incorporated or deemed to be incorporated by reference therein, in each
case, as are customarily made by issuers to underwriters in underwritten
offerings, and confirm the same if and when requested; (ii) obtain opinions of
counsel to the Company and the Trust and updates thereof (which may be in the
form of a reliance letter) in form and substance reasonably satisfactory to the
managing underwriters (if any) and the Holders of a majority in aggregate
principal or liquidation amount, as the case may be, of the Registrable
Securities being sold, addressed to each selling Holder and the underwriters (if
any) covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
such underwriters (it being agreed that the matters to be covered by such
opinion may be subject to customary qualifications and exceptions); (iii) obtain
"cold comfort" letters and updates thereof in form and substance reasonably
satisfactory to the managing underwriters from the independent certified public
accountants of the Company and the Trust (and, if necessary, any other
independent certified public accountants of any business acquired by the Company
and the Trust for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No. 72; and (iv)
if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth
in Section 4 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal or liquidation amount, as the case
may be, of Registrable Securities covered by such Registration Statement and the
managing underwriters) customary for such agreements with respect to all parties
to be indemnified pursuant to said Section (including, without limitation, such
underwriters and selling Holders); and in the case of an underwritten
registration, the above requirements shall be satisfied at each closing under
the related underwriting agreement or as and to the extent required thereunder;

     (o) if (1) a Shelf Registration is filed pursuant to Section 2(b) or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2(a) is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, make reasonably available for inspection by any selling
Holder of Registrable Securities or Participating Broker-Dealer, as applicable,
who certifies to the Company and the Trust that it has a current intention to
sell Registrable Securities pursuant to the Shelf Registration, any underwriter
participating in any such disposition of Registrable Securities, if any, and any
attorney, accountant or other agent retained by any such selling Holder,
Participating Broker-Dealer, as the case may be, or underwriter (collectively,
the "Inspectors"), at the offices where normally kept, during the Company's
     ----------
normal business hours, all financial and other records, pertinent corporate
documents and properties of the Trust, the Company and its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to
                    -------
exercise any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Trust, the Company and its subsidiaries to supply
all relevant information in each case reasonably requested by any such Inspector
in connection with such Registration Statement; records and information which
the Company and the Trust determine, in good faith, to be confidential and any
Records and information which it notifies the Inspectors are confidential shall
not be disclosed to any Inspector except where (i) the disclosure of such
Records or information is necessary to avoid or correct a material misstatement
or omission in such Registration Statement, (ii) the release of such Records or
information is ordered pursuant

                                       15
<PAGE>

to a subpoena or other order from a court of competent jurisdiction or is
necessary in connection with any action, suit or proceeding or (iii) such
Records or information previously has been made generally available to the
public; each selling Holder of such Registrable Securities and each such
Participating Broker-Dealer will be required to agree in writing that Records
and information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Trust or the Company unless and until such
is made generally available to the public through no fault of an Inspector or a
selling Holder; and each selling Holder of such Registrable Securities and each
such Participating Broker-Dealer will be required to further agree in writing
that it will, upon learning that disclosure of such Records or information is
sought in a court of competent jurisdiction, or in connection with any action,
suit or proceeding, give notice to the Company and allow the Company at its
expense to undertake appropriate action to prevent disclosure of the Records and
information deemed confidential;

     (p) comply with all applicable rules and regulations of the SEC so long as
any provision of this Agreement shall be applicable and make generally available
to its securityholders earning statements satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period
is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Company
after the effective date of a Registration Statement, which statements shall
cover said 12month periods, provided that the obligations under this paragraph
(p) shall be satisfied by the timely filing of quarterly and annual reports on
Forms 10-Q and 10-K under the Exchange Act;

     (q) upon consummation of an Exchange Offer or a Private Exchange, if
requested by a Trustee, obtain an opinion of counsel to the Company addressed to
the Trustee for the benefit of all Holders of Registrable Securities
participating in the Exchange Offer or the Private Exchange, as the case may be,
substantially to the effect that (i) each of the Company and the Trust, as the
case requires, has duly authorized, executed and delivered the Exchange
Securities and Private Exchange Securities, and (ii) each of the Exchange
Securities or the Private Exchange Securities, as the case may be, constitutes a
validly issued, fully paid and nonassessable undivided beneficial ownership
interest in the assets of the Trust (in the case of an Exchange Capital
Security) or a legal, valid and binding obligation of the Company, enforceable
against the Company, in accordance with its respective terms (in the case of an
Exchange Debenture and the Exchange Capital Securities Guarantee), as the case
may be (in each case, with customary exceptions);

     (r) if an Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Registrable Securities by Holders to the Company or the Trust,
as applicable (or to such other Person as directed by the Company or the Trust,
respectively), in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company or the Trust, as applicable, shall
mark, or cause to be marked, on such Registrable Securities delivered by such
Holders that such Registrable Securities are being cancelled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be; it
being understood that in no event shall such Registrable Securities be marked as
paid or otherwise satisfied;

                                       16
<PAGE>

     (s) cooperate with each seller of Registrable Securities covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;

     (t) take all other steps necessary to effect the registration of the
Registrable Securities covered by a Registration Statement contemplated hereby;

     (u) in the case of the Exchange Offer Registration Statement (i) include in
the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," which section shall be reasonably acceptable to the Initial
Purchasers or another representative of the Participating Broker-Dealers, and
which shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential "underwriter" status of
any broker-dealer that holds Registrable Securities acquired for its own account
as a result of market-making activities or other trading activities (a
"Participating Broker-Dealer") and that will be the beneficial owner (as defined
 ---------------------------
in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by
such broker-dealer in the Exchange Offer, whether such positions or policies
have been publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of the Initial Purchasers or such other
representative, represent the prevailing views of the staff of the SEC,
including a statement that any such broker-dealer who receives Exchange
Securities for Registrable Securities pursuant to the Exchange Offer may be
deemed a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Company the notice referred to in Section 3(e), 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 Participating Broker-Dealer may reasonably request (each of the
Company and the Trust hereby consents to the use of the Prospectus forming part
of the Exchange Offer Registration Statement or any amendment or supplement
thereto by any Person subject to the prospectus delivery requirements of the
Securities Act, including all Participating Broker-Dealers, in connection with
the sale or transfer of the Exchange Securities covered by the Prospectus or any
amendment or supplement thereto), (iii) use their best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such Persons must comply with such
requirements under the Securities Act and applicable rules and regulations in
order to resell the Exchange Securities; provided, however, that such period
                                         --------  -------
shall not be required to exceed 90 days (or such longer period if extended
pursuant to the last sentence of Section 3 hereof) (the "Applicable Period"),
                                                         -----------------
and (iv) include in the transmittal letter or similar documentation to be
executed by an exchange offeree in order to participate in the Exchange Offer
(x) the following provision:


          "If the exchange offeree is a broker-dealer holding
          Registrable Securities acquired for its own account as a
          result of market-making activities or other trading
          activities, it will deliver a prospectus meeting the
          requirements of the Securities Act in connection with any
          resale of Exchange Securities received in respect of such
          Registrable Securities pursuant to the Exchange Offer";

                                       17
<PAGE>

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer will
not be deemed to admit that it is an underwriter within the meaning of the
Securities Act; and (B) in the case of any Exchange Offer Registration
Statement, the Company and the Trust agree to deliver to the Initial Purchasers
or to another representative of the Participating Broker-Dealers, if requested
by the Initial Purchasers or such other representative of Participating Broker-
Dealers, on behalf of the Participating Broker-Dealers upon consummation of the
Exchange Offer (i) an opinion of counsel in form and substance reasonably
satisfactory to the Initial Purchasers or such other representative of the
Participating Broker-Dealers, covering the matters customarily covered in
opinions requested in connection with Exchange Offer Registration Statements and
such other matters as may be reasonably requested (it being agreed that the
matters to be covered by such opinion may be subject to customary qualifications
and exceptions), (ii) an officers' certificate containing certifications
substantially similar to those set forth in Section 5(g) of the Purchase
Agreement and such additional certifications as are customarily delivered in a
public offering of debt securities and (iii) as well as upon the effectiveness
of the Exchange Offer Registration Statement, a comfort letter, in each case, in
customary form if permitted by Statement on Auditing Standards No. 72.

          The Company or the Trust may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company or the Trust, as applicable, such information regarding such seller as
may be required by the staff of the SEC to be included in a Registration
Statement. The Company or the Trust may exclude from such registration the
Registrable Securities of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request. The Company
shall have no obligation to register under the Securities Act the Registrable
Securities of a seller who so fails to furnish such information.

          In the case of a Shelf Registration Statement, or if Participating
Broker-Dealers who have notified the Company and the Trust that they will be
utilizing the Prospectus contained in the Exchange Offer Registration Statement
as provided in this Section 3(u) hereof, are seeking to sell Exchange Securities
and are required to deliver Prospectuses, each Holder agrees that, upon receipt
of any notice from the Company or the Trust of the occurrence of any event
specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof or until
it is advised in writing (the "Advice") by the Company and the Trust that the
                               ------
use of the applicable Prospectus may be resumed, and, if so directed by the
Company and the Trust, such Holder will deliver to the Company or the Trust (at
the Company's or the Trust's expense, as the case requires) all copies in such
Holder's possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities or Exchange
Securities, as the case may be, current at the time of receipt of such notice.
If the Company or the Trust shall give any such notice to suspend the
disposition of Registrable Securities or Exchange Securities, as the case may
be, pursuant to a Registration Statement, the Company and the Trust shall use
commercially reasonable efforts to file and have declared effective (if an
amendment) as soon as practicable after the resolution of the related matters an
amendment or supplement to the Registration Statement and shall extend the
period during which such Registration Statement is required to be maintained
effective and usable for resales pursuant to this Agreement by the number of
days in the period from and including the

                                       18
<PAGE>

date of the giving of such notice to and including the date when the Company and
the Trust shall have made available to the Holders (x) copies of the
supplemented or amended Prospectus necessary to resume such dispositions or (y)
the Advice.

     4.  Indemnification and Contribution.
         --------------------------------

     (a) In connection with any Registration Statement, the Company and the
Trust shall, jointly and severally, indemnify and hold harmless the Initial
Purchasers, each Holder, each underwriter who participates in an offering of the
Registrable Securities, each Participating Broker-Dealer, each Person, if any,
who controls any of such parties within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and each of their respective
partners, directors, officers, employees and agents as follows:

          (i)   against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment or supplement thereto), covering Registrable Securities or Exchange
Securities, as applicable, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;

          (ii)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 4(e) hereof) any such
settlement is effected with the prior written consent of the Company and the
Trust; and

          (iii) against any and all expenses whatsoever, as incurred (including
the fees and disbursements of counsel (except to the extent otherwise expressly
provided in Section 4(d) hereof)), reasonably incurred 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 statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is not
paid under subparagraph (i) or (ii) of this Section 4(a);

provided, however, that this indemnity does not apply to any loss, liability,
--------  -------
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished in writing to the Company or the
Trust by the Initial Purchasers or such Holder, underwriter or Participating
Broker-Dealer for use in a Registration Statement (or any amendment thereto) or
any Prospectus (or any amendment or supplement thereto); and

further provided that this indemnity does not apply to any such Holder,
------- --------
Participating Broker-Dealer, any underwriter or controlling person, with respect
to any untrue statement or omission or alleged omission in any preliminary
Prospectus to the extent that any such loss, liability, claim, damage or expense
of any Holder, Participating Broker-Dealer, any underwriter or controlling
person results from the fact that such Holder, any underwriter or Participating
Broker-Dealer sold Registrable Securities to a person to whom there was not sent
or given, at or

                                       19
<PAGE>

prior to the written confirmation of such sale, a copy of the final Prospectus
as then amended or supplemented if the Company had previously furnished copies
thereof to such Holder, underwriter or Participating Broker-Dealer and the loss,
liability, claim, damage or expense of such Holder, underwriter, Participating
Broker-Dealer, or controlling person results from an untrue statement or
omission of a material fact contained in the preliminary Prospectus which was
corrected in the final Prospectus. Any amounts advanced by the Company or the
Trust to an indemnified party pursuant to this Section 4 as a result of such
losses shall be returned to the Company or the Trust if it shall be finally
determined by such a court in a judgement not subject to appeal or final review
that such indemnified party was not entitled to indemnification by the Company
or the Trust.

     (b) The Company agrees to indemnify the Trust against all loss, liability,
claim, damage and expense whatsoever that may become due from the Trust under
Section 4(a).

     (c) The Initial Purchasers and each Holder, underwriter or Participating
Broker-Dealer agrees, severally and not jointly, to indemnify and hold harmless
the Company, its directors and officers (including each officer of the Company
and the Trust who signed the Registration Statement), the Trust, each of the
Trustees and each Person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act against any
and all loss, liability, claim, damage and expense whatsoever described in the
indemnity contained in Section 4(a) hereof, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company or the Trust by such Holder
expressly for use in such Registration Statement (or any amendment thereto), or
any such Prospectus (or any amendment or supplement thereto); provided, however,
                                                              --------  -------
that in the case of a Shelf Registration Statement, no such Holder 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.

     (d) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have under this Section 4 to the extent that it is not materially
prejudiced by such failure as a result thereof, and in any event shall not
relieve it from liability which it may have otherwise on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section
4(a), (b) or (c) above, counsel to the indemnified parties shall be selected by
such parties.  An indemnifying party may participate at its own expense in the
defense of such action; provided, however, that counsel to the indemnifying
                        --------  -------
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party.  In no event shall the indemnifying parties be
liable for the fees and expenses of more than one counsel (in addition to local
counsel), separate from their own counsel, for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 4 (whether or not the indemnified parties are actual or
potential parties thereto), unless

                                       20
<PAGE>

such settlement, compromise or consent (i) includes an unconditional written
release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

     (e) If at any time an indemnified party shall have validly requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of 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 such indemnified party in
accordance with such request prior to the date of such settlement, provided,
                                                                   --------
however, that an indemnifying party shall not be liable for any such settlement
-------
effected without its consent if such indemnifying party (1) reimburses such
indemnified party in accordance with such request to the extent it determines in
good faith such fees and expenses of counsel to be reasonable and (2) provides
written notice within ten (10) days after receipt of the request for
reimbursement to the indemnified party substantiating the unpaid balance as
unreasonable, in each case prior to the date of such settlement.

     (f) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unenforceable by an indemnified party
although applicable in accordance with its terms, the Company, the Trust and the
Holders shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement incurred by
the Company, the Trust and the Holders, as incurred; provided, however, that 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 that
was not guilty of such fraudulent misrepresentation.  As between the Company,
the Trust, and the Holders, such parties shall contribute to such aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement in such proportion as shall be appropriate to reflect
the relative fault of the Company and Trust, on the one hand, and the Holders,
on the other hand, with respect to the statements or omissions which resulted in
such loss, liability, claim, damage or expense, or action in respect thereof, as
well as any other relevant equitable considerations.  The relative fault of the
Company and the Trust, on the one hand, and of the Holders, on the other hand,
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Trust, on the one hand, or by or on behalf of the Holders, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The Company, the Trust and the
Holders of the Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 4 were to be determined by
pro rata allocation or by any other method of allocation that does not take into
account the relevant equitable considerations.  For purposes of this Section 4,
each Affiliate of a Holder, and each partner, director, officer and Person, if
any, who controls a Holder or such Affiliate within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act shall have the same rights
to contribution as such Holder, and each director of the Company, each Trustee
of the Trust and each Person, if any, who controls

                                       21
<PAGE>

the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as each of the
Company or the Trust.

     5.   Participation in an Underwritten Registration.  No Holder may
          ---------------------------------------------
participate in an underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Securities on the basis provided in the
underwriting arrangement approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.

     6.   Selection of Underwriters.  The Holders of Registrable Securities
          -------------------------
covered by the Shelf Registration Statement who desire to do so may sell the
Securities covered by such Shelf Registration in an underwritten offering,
subject to the provisions of Section 3(m) hereof.  In any such underwritten
offering, the underwriter or underwriters and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal or liquidation amount, as applicable, of the Registrable
Securities included in such offering; provided, however, that such underwriters
                                      --------  -------
and managers must be reasonably satisfactory to the Company and the Trust.

     7.   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 Exchange Act and any
Registrable Securities remain outstanding, the Company will file the reports
required to be filed by it under the Securities Act and Section 13(a) or 15(d)
of the Exchange Act and the rules and regulations adopted by the SEC thereunder;
provided, however, that if the Company ceases to be so required to file such
--------  -------
reports, it will, upon the request of any Holder of Registrable Securities (a)
make publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales of its
securities pursuant to Rule 144A under the Securities Act and (c) 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 Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
rule may be amended from time to time, (ii) Rule 144A under the Securities Act,
as such rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC.  Upon the request of any Holder 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.  Neither the Company nor the Trust has
          --------------------------
entered into, nor will the Company or the Trust 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 in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's or the Trust's other issued and
outstanding securities under any such agreements.

                                       22
<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 and the Trust have obtained the written consent of
Holders of at least a majority in aggregate principal or liquidation amount of
the outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure; provided that no amendment, modification or
                                 --------
supplement or waiver or consent to the departure with respect to the provisions
of Section 4 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder of Registrable
Securities.  Notwithstanding the foregoing sentence, (i) this Agreement may be
amended, without the consent of any Holder of Registrable Securities, by written
agreement signed by the Company, the Trust and the Initial Purchasers, to cure
any ambiguity, correct or supplement any provision of this Agreement that may be
inconsistent with any other provision of this Agreement or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with other provisions of this Agreement, (ii)
this Agreement may be amended, modified or supplemented, and waivers and
consents to departures from the provisions hereof may be given, by written
agreement signed by the Company, the Trust and the Initial Purchasers to the
extent that any such amendment, modification, supplement, waiver or consent is,
in their reasonable judgment, necessary or appropriate to comply with applicable
law (including any interpretation of the Staff of the SEC) or any change therein
and (iii) to the extent any provision of this Agreement relates to the Initial
Purchasers, such provision may be amended, modified or supplemented, and waivers
or consents to departures from such provisions may be given, by written
agreement signed by the Initial Purchasers, the Company and the Trust.  Each
Holder of Registrable Securities shall be bound by any amendment or waiver
effected pursuant to this Section 7(c), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such security or is
delivered to such Holder.

     (d)  Notices.  All notices and other communications provided for or
          -------
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier or any courier guaranteeing overnight delivery (i)
if to a Holder, at the most current address given by such Holder to the Company
or the Trust by means of a notice given in accordance with the provisions of
this Section 7(d), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company or the Trust, initially at the Company's 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 7(d).

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; 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 the Initial
Purchasers, including, without

                                       23
<PAGE>

limitation and without the need for an express assignment, subsequent Holders;
provided, however, that nothing herein shall be deemed to permit any assignment,
--------  -------
transfer or other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement, the Declaration 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 and such Person shall be entitled to receive the benefits hereof.

     (f)  Third Party Beneficiaries.  Each Holder and any Participating Broker-
          -------------------------
Dealer shall be third party beneficiaries of the agreements made hereunder among
the Initial Purchasers, the Company and the Trust, and the Initial Purchasers
shall have the right to enforce such agreements directly to the extent they deem
such enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.

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

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

     (i)  GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
          -------------
THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF
PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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

                                       24
<PAGE>

     (k)  Securities Held by the Company, the Trust or its Affiliates.  Whenever
          -----------------------------------------------------------
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company,
the Trust or any Affiliates shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

     (l) Effective Date.  This Agreement shall be of no force and effect and the
         --------------
parties shall have no obligations or rights hereunder until the Closing Time
whereupon this Agreement shall be effective.

                                       25
<PAGE>

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

                              GREATER BAY BANCORP



                              By:  /s/ Steven C. Smith
                                   ____________________________
                                   Name:
                                   Title:

                              GBB CAPITAL IV

                              By:  GREATER BAY BANCORP
                                   as Sponsor



                              By:  /s/ Steven C. Smith
                                   ____________________________
                                   Name:
                                   Title:

Confirmed and accepted as of
the date first above written:

SANDLER O'NEILL & PARTNERS, L.P.

Acting severally on behalf of itself and as
representative of the several Initial
Purchasers named in Schedule A of the
Purchase Agreement.

By:  SANDLER O'NEILL & PARTNERS CORP.,
     the sole general partner



By:  /s/ Catherine A. Lawton
     ______________________________
     Catherine A. Lawton
     Vice President

                                       26