Execution Copy

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of April 30,
2001 by and  between  Stilwell  Financial  Inc.,  a  Delaware  corporation  (the
"Company"),  and Merrill  Lynch & Co.,  Merrill  Lynch,  Pierce,  Fenner & Smith
Incorporated (the "Initial Purchaser") pursuant to the Purchase Agreement, dated
as of April 25,  2001 (the  "Purchase  Agreement"),  between the Company and the
Initial  Purchaser.  In order to induce the Initial  Purchaser to enter into the
Purchase  Agreement,  the Company has agreed to provide the registration  rights
set forth in this  Agreement.  The execution of this Agreement is a condition to
the closing under the Purchase Agreement.

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

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

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

     "Applicable  Conversion Price" means, as of any date of determination,  (A)
the  Applicable  Principal  Amount per $1,000  principal  amount at  maturity of
Securities as of such date of determination  or, (B) if the Securities have been
converted  to  semiannual  coupon  notes  upon a Tax  Event (as  defined  in the
Indenture)  pursuant to Section 10.01 of the Indenture,  the Restated  Principal
Amount (as defined in the  Indenture),  divided by the Conversion Rate in effect
as of such date of determination or, if no Securities are then outstanding,  the
Conversion Rate that would be in effect were Securities then outstanding.

     "Applicable  Principal Amount" means, as of any date of determination,  (A)
with respect to each $1,000 principal amount at maturity of Securities,  (i) the
sum of the initial issue price of such  Securities  ($930,709,000)  plus accrued
original  issue  discount with respect to such  Securities  through such date of
determination or (ii) if no Securities are then outstanding, such sum calculated
as if such Securities were then outstanding,  or (B) if the Securities have been
converted  to  semiannual  coupon  notes  upon a Tax  Event (as  defined  in the
Indenture)  pursuant to Section 10.01 of the Indenture,  the Restated  Principal
Amount (as defined in the Indenture)].

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


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<PAGE>


     "Common Stock" means any shares of Common Stock,  par value $.01 per share,
of the Company and any other  shares of common stock as may  constitute  "Common
Stock" for purposes of the Indenture, including the Underlying Common Stock.

     "Conversion Rate" has the meaning assigned to that term in the Indenture.

     "Damages Accrual Period" has the meaning specified in Section 2(e) hereof.

     "Damages  Payment  Date"  means each April 30 and October 30 in the case of
Securities and the Underlying Common Stock.

     "Deferral Notice" has the meaning specified in Section 3(i) hereof.

     "Deferral Period" has the meaning specified in Section 3(i) hereof.

     "Effectiveness  Deadline  Date" has the meaning  specified  in Section 2(a)
hereof.

     "Effectiveness  Period"  means the  period  of two years  from the date the
Shelf Registration Statement is declared effective or such shorter period ending
on the date  that all  Registrable  Securities  have  ceased  to be  Registrable
Securities.

     "Event" has the meaning specified in Section 2(e) hereof.

     "Event  Termination Date" has the meaning specified in Section 2(e) hereof.
"Event Date" has the meaning specified in Section 2(e) hereof.

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

     "Filing Deadline Date" has the meaning specified in Section 2(a) hereof.

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

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

     "Initial  Purchaser"  means Merrill  Lynch & Co.,  Merrill  Lynch,  Pierce,
Fenner & Smith Incorporated.

     "Initial Shelf Registration Statement" has the meaning specified in Section
2(a) hereof.

     "Issue Date" means April 30, 2001.

     "Liquidated  Damages  Amount" has the  meaning  specified  in Section  2(e)
hereof.

     "Material Event" has the meaning specified in Section 3(i) hereof.


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<PAGE>


     "Notice and Questionnaire"  means a written notice delivered to the Company
containing   substantially   the   information   called   for  by  the   Selling
Securityholder  Notice and  Questionnaire  attached  as Annex A to the  Offering
Memorandum of the Company dated April 25, 2001 relating to the Securities.

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

     "person" shall mean a corporation, association, partnership,  organization,
business,   individual,   government   or  political   subdivision   thereof  or
governmental agency.

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

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

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

     "Registrable  Securities"  means the Securities  and the Underlying  Common
Stock, until such securities have been converted or exchanged, and, at all times
subsequent to any such conversion or exchange,  any securities into or for which
such securities  have been converted or exchanged,  and any security issued with
respect  thereto upon any stock  dividend,  split or similar event until, in the
case of any such security,  the earliest of (i) its effective registration under
the  Securities  Act and resale in accordance  with the  Registration  Statement
covering  it, (ii)  expiration  of the holding  period that would be  applicable
thereto  under Rule  144(k) were it not held by an  Affiliate  of the Company or
(iii) its sale to the public pursuant to Rule 144.

     "Registration Expenses" has the meaning specified in Section 5 hereof.

     "Registration  Statement" means any  registration  statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement,  including  the  Prospectus,   amendments  and  supplements  to  such
registration statement,  including post-effective  amendments, all exhibits, and
all materials  incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

     "Restricted  Securities" has the meaning assigned to that term in Rule 144.
"Rule 144" means Rule 144 under the Securities  Act, as such Rule may be amended
from time to time,  or any similar rule or regulation  hereafter  adopted by the
SEC.

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


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<PAGE>


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

     "Securities"  means  the  Liquid  Yield  Option(TM)  Notes  due 2031 of the
Company to be purchased pursuant to the Purchase Agreement or, if the Securities
have been  converted to semiannual  coupon notes upon a Tax Event (as defined in
the Indenture), such semiannual coupon notes.

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

     "Shelf  Registration  Statement" has the meaning  specified in Section 2(a)
hereof.

     "Subsequent  Shelf  Registration  Statement"  has the meaning  specified in
Section 2(b) hereof.

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

     "Trustee" means The Chase  Manhattan  Bank, a New York banking  corporation
(or any successor entity), the Trustee under the Indenture.

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

     Section 2. Shelf  Registration.  (a) The Company  shall prepare and file or
cause to be prepared and filed with the SEC, as soon as  practicable  but in any
event by the date that is ninety  (90) days  after the Issue  Date (the  "Filing
Deadline  Date"),  a  Registration  Statement  for an  offering  to be made on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf
Registration  Statement")  registering  the resale  from time to time by Holders
thereof of all of the Registrable  Securities  (the "Initial Shelf  Registration
Statement").  The Initial Shelf  Registration  Statement shall be on Form S-3 or
another appropriate form permitting  registration of such Registrable Securities
for  resale by such  Holders in  accordance  with the  methods  of  distribution
elected  by the  Holders  and  set  forth  in  the  Initial  Shelf  Registration
Statement,  provided that in no event will such method(s) of  distribution  take
the form of an underwritten  offering of the Registrable  Securities without the
prior  agreement of the Company.  The Company  shall use  reasonable  efforts to
cause the Initial Shelf  Registration  Statement to be declared  effective under
the Securities  Act as promptly as is  practicable  but in any event by the date
that is two hundred and ten (210) days after the Issue Date (the  "Effectiveness
Deadline Date"),  and to keep the Initial Shelf  Registration  Statement (or any
Subsequent  Shelf  Registration  Statement)  continuously  effective  under  the
Securities  Act until the  expiration  of the  Effectiveness  Period;  provided,
however,  that no Holder  shall be entitled to have the  Registrable  Securities
held by it covered by such Shelf Registration Statement unless such Holder shall
have provided a Notice and  Questionnaire in accordance with Section 2(d) and is
in compliance with Section 4. None of the Company's security holders (other than
the Holders


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<PAGE>


of Registrable  Securities) shall have the right to include any of the Company's
securities in the Shelf Registration Statement.

     (b) If the Initial Shelf  Registration  Statement or any  Subsequent  Shelf
Registration  Statement ceases to be effective for any reason at any time during
the  Effectiveness  Period  (other  than  because  all  Registrable   Securities
registered  thereunder  shall have been  resold  pursuant  thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use reasonable
efforts  to  obtain  the  prompt   withdrawal  of  any  order   suspending   the
effectiveness  thereof,  and in any event shall within  thirty (30) days of such
cessation of effectiveness  amend the Shelf  Registration  Statement in a manner
reasonably  expected  to  obtain  the  withdrawal  of the order  suspending  the
effectiveness  thereof,  or  file an  additional  Shelf  Registration  Statement
covering  all of  the  securities  that  as of  the  date  of  such  filing  are
Registrable  Securities (a  "Subsequent  Shelf  Registration  Statement").  If a
Subsequent  Shelf  Registration  Statement  is  filed,  the  Company  shall  use
reasonable  efforts to cause the  Subsequent  Shelf  Registration  Statement  to
become  effective as promptly as is practicable  after such filing (or, if filed
during a Deferral  Period,  after the expiration of such Deferral Period) and to
keep such Subsequent Shelf Registration  Statement  continuously effective until
the end of the Effectiveness Period.

     (c) The Company shall supplement and amend the Shelf Registration Statement
if  required  by  the  rules,  regulations  or  instructions  applicable  to the
registration form used by the Company for such Shelf Registration  Statement, if
required by the  Securities  Act or, to the extent to which the Company does not
reasonably  object,  as reasonably  requested by the Initial Purchaser or by the
Trustee on behalf of the registered Holders.

     (d) Each Holder of Registrable Securities agrees that if such Holder wishes
to sell Registrable  Securities  pursuant to a Shelf Registration  Statement and
related Prospectus,  it will do so only in accordance with this Section 2(d) and
Section 3(i). Each Holder of Registrable  Securities wishing to sell Registrable
Securities  pursuant to a Shelf  Registration  Statement and related  Prospectus
agrees to deliver a Notice and  Questionnaire  to the  Company at least five (5)
Business Days prior to any intended distribution of Registrable Securities under
the Shelf  Registration  Statement.  From and after the date the  Initial  Shelf
Registration  Statement  is declared  effective,  the Company  shall,  (i)(A) as
promptly  as is  practicable  after  the  date a  Notice  and  Questionnaire  is
delivered, but in any event within five (5) days after such date, if required by
applicable federal securities law, file with the SEC a post-effective  amendment
to the Shelf  Registration  Statement or prepare and, if required by  applicable
federal  securities  law,  file a  supplement  to the  related  Prospectus  or a
supplement  or amendment to any  document  incorporated  therein by reference or
file any other document  required by the SEC so that the Holder  delivering such
Notice  and  Questionnaire  is named as a selling  security  holder in the Shelf
Registration  Statement and the related Prospectus in such a manner as to permit
such  Holder  to  deliver  such  Prospectus  to  purchasers  of the  Registrable
Securities  in  accordance  with  applicable  law (other than laws not generally
applicable to all Holders of Registrable  Securities wishing to sell Registrable
Securities pursuant to the Shelf Registration  Statement and related Prospectus)
and,  if  the  Company  shall  file a  post-effective  amendment  to  the  Shelf
Registration Statement,  (B) use reasonable efforts to cause such post-effective
amendment to be declared  effective  under the  Securities Act as promptly as is
practicable;  (ii) provide such Holder copies of any documents filed pursuant to
Section  2(d)(i);  and (iii)  notify such  Holder as  promptly as is  reasonably
practicable  after  the  effectiveness  under  the  Securities  Act of any post-
effective


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<PAGE>


amendment filed pursuant to Section 2(d)(i);  provided,  that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so inform
the Holder  delivering such Notice and  Questionnaire and shall take the actions
set forth in clauses (i),  (ii) and (iii) above upon  expiration of the Deferral
Period  in  accordance  with  Section  3(i),  provided,  further,  that if under
applicable  law the Company has more than one option as to the type or manner of
making any such filing,  as set forth in an opinion of a  nationally  recognized
counsel  experienced in such matters delivered by the Holder to the Company,  it
will make the  required  filing or  filings  in the  manner or of a type that is
reasonably expected to result in the earliest availability of the Prospectus for
effecting resales of Registrable Securities.  Notwithstanding anything contained
herein to the  contrary,  the Company  shall be under no  obligation to name any
Holder  that  is  not a  Notice  Holder  as a  selling  security  holder  in any
Registration Statement or related Prospectus; provided, however, that any Holder
that becomes a Notice Holder  pursuant to the provisions of Section 2(d) of this
Agreement  (whether  or not  such  Holder  was a Notice  Holder  at the time the
Registration  Statement was initially  declared  effective)  shall be named as a
selling  security  holder in the  Registration  Statement or related  Prospectus
subject to and in accordance with the requirements of this Section 2(d).

     (e) The parties  hereto  agree that the Holders of  Registrable  Securities
will suffer  damages,  and that it would not be feasible to ascertain the extent
of such damages with precision,  if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing  Deadline  Date,  (ii) the  Initial
Shelf  Registration   Statement  has  not  been  declared  effective  under  the
Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company
has failed to perform its  obligations  set forth in Section  2(d)(i)(A)  hereof
within the time  period  required  therein,  or (iv) the  aggregate  duration of
Deferral  Periods in any period  exceeds the number of days permitted in respect
of such  period  pursuant to Section  3(i) hereof  (each of the events of a type
described  in any of the  foregoing  clauses (i) through  (iv) are  individually
referred to herein as an "Event,"  and the Filing  Deadline  Date in the case of
clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date
by which the Company is required to perform its obligations set forth in Section
2(d)(i)(A)  in the case of clause  (iii),  and the date on which  the  aggregate
duration of Deferral  Periods in any period exceeds the number of days permitted
by Section 3(i) hereof in the case of clause (iv),  being  referred to herein as
an  "Event  Date").  Events  shall  be  deemed  to  continue  until  the  "Event
Termination  Date,"  which  shall be the  following  dates  with  respect to the
respective types of Events: the date the Initial Shelf Registration Statement is
filed in the case of an Event of the type  described in clause (i), the date the
Initial Shelf Registration  Statement is declared effective under the Securities
Act in the case of an Event of the type  described in clause (ii),  the date the
Company performs its obligations set forth in Section  2(d)(i)(A) in the case of
an Event of the type described in clause (iii),  and termination of the Deferral
Period that caused the limit on the aggregate  duration of Deferral Periods in a
period set forth in Section  3(i) to be  exceeded in the case of an Event of the
type described in clause (iv).

     Accordingly,  commencing  on (and  including)  any Event Date and ending on
(but  excluding)  the next date on which there are no Events that have  occurred
and are continuing (a "Damages Accrual  Period"),  the Company agrees to pay, as
liquidated  damages  and not as a penalty,  an amount (the  "Liquidated  Damages
Amount"),  payable  on the  Damages  Payment  Dates to  Record  Holders  of then
outstanding  Securities that are Registrable  Securities and of then outstanding
shares of Underlying  Common Stock issued upon conversion of Securities that are


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<PAGE>


Registrable  Securities,  as the case may be, accruing, for each portion of such
Damages Accrual Period beginning on and including a Damages Payment Date (or, in
respect of the first time that the  Liquidation  Damages Amount is to be paid to
Holders  on a  Damages  Payment  Date  as a  result  of  the  occurrence  of any
particular  Event, from the Event Date) and ending on but excluding the first to
occur of (A) the date of the end of the Damages  Accrual  Period or (B) the next
Damages  Payment Date, at a rate per annum equal to  one-quarter  of one percent
(0.25%) for the first 90-day  period from the Event Date,  and  thereafter  at a
rate  per  annum  equal to  one-half  of one  percent  (0.5%)  of the  aggregate
Applicable  Principal  Amount of such  Securities  and the aggregate  Applicable
Conversion Price of such shares of Underlying  Common Stock, as the case may be,
in each case  determined as of the Business Day  immediately  preceding the next
Damages  Payment Date;  provided,  that in the case of a Damages  Accrual Period
that is in effect solely as a result of an Event of the type described in clause
(iii) of the immediately  preceding  paragraph,  such Liquidated  Damages Amount
shall be paid only to the Holders that have delivered Notice and  Questionnaires
that caused the Company to incur the obligations set forth in Section 2(d)(i)(A)
the non-performance of which is the basis of such Event;  provided further, that
any Liquidated  Damages Amount accrued with respect to any Securities or portion
thereof called for redemption on a redemption  date or converted into Underlying
Common Stock on a conversion date prior to the Damages  Payment Date,  shall, in
any such event,  be paid instead to the Holder who submitted such  Securities or
portion  thereof for redemption or conversion on the applicable  redemption date
or conversion date, as the case may be, on such date (or promptly  following the
conversion date, in the case of conversion).  Notwithstanding the foregoing,  no
Liquidated Damages Amounts shall accrue as to any Registrable  Security from and
after the  earlier  of (x) the date  such  security  is no longer a  Registrable
Security and (y) expiration of the Effectiveness  Period. The rate of accrual of
the  Liquidated  Damages  Amount with respect to any period shall not exceed the
rate provided for in this paragraph  notwithstanding  the occurrence of multiple
concurrent Events. Following the cure of all Events requiring the payment by the
Company of Liquidated  Damages Amounts to the Holders of Registrable  Securities
pursuant to this Section,  the accrual of Liquidated  Damages Amounts will cease
(without in any way limiting the effect of any  subsequent  Event  requiring the
payment of Liquidated Damages Amount by the Company).

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

     All of the  Company's  obligations  set forth in this Section 2(e) that are
outstanding  with respect to any Registrable  Security at the time such security
ceases to be a  Registrable  Security  shall survive until such time as all such
obligations   with  respect  to  such  security  have  been  satisfied  in  full
(notwithstanding termination of this Agreement pursuant to Section 9(k)).

     The parties hereto agree that the liquidated  damages  provided for in this
Section  2(e)  constitute  a  reasonable  estimate  of the  damages  that may be
incurred by Holders of  Registrable  Securities  by reason of the failure of the
Shelf Registration  Statement to be filed or


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<PAGE>


declared effective or available for effecting resales of Registrable  Securities
in accordance with the provisions hereof.

     Section 3.  Registration  Procedures.  In connection with the  registration
obligations of the Company under Section 2 hereof, the Company shall:

     (a)  Before  filing  any  Registration   Statement  or  Prospectus  or  any
amendments  or  supplements  (other than  supplements  solely for the purpose of
naming one or more Notice Holders as selling security  holders) thereto with the
SEC, furnish to the Initial  Purchaser copies of all such documents  proposed to
be filed and use  reasonable  efforts to reflect in each such  document  when so
filed with the SEC such  comments  as the  Initial  Purchaser  reasonably  shall
propose  within  three (3)  Business  Days of the delivery of such copies to the
Initial Purchaser.

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

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


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<PAGE>


determination by the Company that a  post-effective  amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of the
Company (or as required  pursuant to Section 3(i)),  state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(i) shall apply.

     (d) Use reasonable efforts to obtain the withdrawal of any order suspending
the  effectiveness of a Registration  Statement or the lifting of any suspension
of the qualification (or exemption from qualification) of any of the Registrable
Securities  for sale in any  jurisdiction  in which they have been qualified for
sale,  in either case at the earliest  possible  moment or, if any such order or
suspension  is made  effective  during  any  Deferral  Period,  at the  earliest
possible moment after the expiration of such Deferral Period.

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

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

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

     (h) Prior to any public offering of the Registrable  Securities pursuant to
the Shelf Registration Statement,  use reasonable efforts to register or qualify
or cooperate  with the Notice  Holders in connection  with the  registration  or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within the United States as any Notice Holder reasonably
requests  in  writing   (which  request  may  be  included  in  the  Notice  and
Questionnaire),  it being agreed that no such registration or qualification will
be made unless so  requested;  prior to any public  offering of the  Registrable
Securities pursuant to the Shelf Registration Statement,  use


                                       9
<PAGE>


reasonable efforts to keep each such registration or qualification (or exemption
therefrom)  effective  during the  Effectiveness  Period in connection with such
Notice  Holder's  offer  and sale of  Registrable  Securities  pursuant  to such
registration or qualification (or exemption  therefrom) and do any and all other
acts or things necessary to enable the disposition in such jurisdictions of such
Registrable  Securities  in the  manner set forth in the  relevant  Registration
Statement  and the related  Prospectus;  provided,  that the Company will not be
required to (i) qualify as a foreign corporation or as a dealer in securities in
any  jurisdiction  where it would not  otherwise  be required to qualify but for
this Agreement or (ii) take any action that would subject it to general  service
of process in suits or to taxation in any such jurisdiction where it is not then
so subject.



<PAGE>


     (i)  Upon  (A) the  issuance  by the  SEC of a stop  order  suspending  the
effectiveness  of  the  Shelf  Registration   Statement  or  the  initiation  of
proceedings with respect to the Shelf Registration  Statement under Section 8(d)
or 8(e) of the Securities  Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration Statement
shall  contain  any untrue  statement  of a  material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements  therein,  in the light of the circumstances
under which they were made,  not misleading  (including,  in any such case, as a
result of the non-availability of financial  statements),  or (C) the occurrence
or existence of any pending corporate development that, in the discretion of the
Company,  makes  it  appropriate  to  suspend  the  availability  of  the  Shelf
Registration Statement and the related Prospectus, (i) in the case of clause (B)
above, subject to the next sentence, as promptly as practicable prepare and file
a post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other  required  document  that would be  incorporated  by  reference  into such
Registration  Statement and Prospectus so that such Registration  Statement does
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  and such  Prospectus  does  not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances  under  which  they  were  made,  not  misleading,  as  thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a  post-effective  amendment  to a  Registration  Statement,
subject  to the next  sentence,  use all  reasonable  efforts  to cause it to be
declared  effective  as promptly  as is  reasonably  practicable,  and (ii) give
notice to the Notice  Holders that the  availability  of the Shelf  Registration
Statement is suspended (a "Deferral  Notice")  and, upon receipt of any Deferral
Notice,  each  Notice  Holder  agrees  not to sell  any  Registrable  Securities
pursuant to the  Registration  Statement until such Notice  Holder's  receipt of
copies of the  supplemented  or amended  Prospectus  provided  for in clause (i)
above,  or until it is advised in writing by the Company that the Prospectus may
be used, and has received copies of any additional or supplemental  filings that
are  incorporated or deemed  incorporated by reference in such  Prospectus.  The
Company will use reasonable efforts to ensure that the use of the Prospectus may
be resumed (x) in the case of clause (A) above,  as promptly as is  practicable,
(y) in the case of clause (B)  above,  as soon as, in the sole  judgment  of the
Company, public disclosure of such Material Event would not be prejudicial to or
contrary to the interests of the Company or, if necessary to avoid  unreasonable
burden or expense, as soon as reasonably


                                       10
<PAGE>


practicable  thereafter and (z) in the case of clause (C) above,  as soon as, in
the discretion of the Company,  such  suspension is no longer  appropriate.  The
period  during which the  availability  of the  Registration  Statement  and any
Prospectus  is suspended  (the  "Deferral  Period")  shall,  without the Company
incurring any obligation to pay liquidated damages pursuant to Section 2(e), not
exceed  forty-five  (45) days in any three (3) month period and ninety (90) days
in any twelve (12) month period.

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

     (k) Comply with all  applicable  rules and  regulations of the SEC and make
generally available to its securityholders earning statements (which need not be
audited)  satisfying  the  provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule  promulgated  under the Securities Act)
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)  commencing  on the
first  day of the first  fiscal  quarter  of the  Company  commencing  after the
effective date of a Registration  Statement,  which  statements shall cover said
12-month periods.

     (l) Cooperate with each Notice Holder to facilitate the timely  preparation
and delivery of certificates  representing  Registrable Securities sold pursuant
to a Registration Statement, and cause such Registrable Securities to be in such
denominations  as are permitted by


                                       11
<PAGE>


the Indenture and  registered in such names as such Notice Holder may request in
writing  at least  two  Business  Days  prior  to any  sale of such  Registrable
Securities.

     (m) Provide a CUSIP number for all Registrable  Securities  covered by each
Registration  Statement not later than the effective  date of such  Registration
Statement and provide the Trustee for the  Securities and the transfer agent for
the Securities with printed certificates for the Registrable Securities that are
in a form eligible for deposit with The Depository Trust Company.

     (n) Make a reasonable effort to provide such information as is required for
any filings  required to be made with the  National  Association  of  Securities
Dealers, Inc.

     (o) Upon (i) the filing of the Initial  Shelf  Registration  Statement  and
(ii) the effectiveness of the Initial Shelf Registration Statement, announce the
same,  in each case by  release to  Businesswire  or other  equivalent  means of
dissemination reasonably expected to make such information known publicly.

     (p) Enter into such customary agreements and take all such other reasonable
necessary actions in connection  therewith (including those reasonably requested
by the holders of a majority of the Registrable  Securities being sold) in order
to expedite or facilitate disposition of such Registrable  Securities,  provided
that the Company shall not be required to take any action in connection  with an
underwritten offering without its consent.

     (q) Cause the  Indenture to be  qualified  under the TIA not later than the
effective  date of any  Registration  Statement;  and in  connection  therewith,
cooperate  with the Trustee to effect such  changes to the  Indenture  as may be
required for the  Indenture to be so qualified in  accordance  with the terms of
the TIA and execute, and use reasonable efforts to cause the Trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents  required  to be filed with the SEC to enable the  Indenture  to be so
qualified in a timely manner.

     Section 4. Holder's Obligations.  Each Holder agrees, by acquisition of the
Registrable  Securities,  that no  Holder  of  Registrable  Securities  shall be
entitled to sell any of such Registrable  Securities  pursuant to a Registration
Statement or to receive a Prospectus  relating  thereto,  unless such Holder has
furnished the Company with a Notice and  Questionnaire  as required  pursuant to
Section 2(d) hereof  (including the information  required to be included in such
Notice and  Questionnaire)  and the  information set forth in the next sentence.
Each Notice  Holder  agrees  promptly to furnish to the Company all  information
required to be disclosed in order to make the information  previously  furnished
to the Company by such Notice Holder not  misleading  and any other  information
regarding such Notice Holder and the distribution of such Registrable Securities
as  may  be  required  to be  disclosed  in  the  Registration  Statement  under
applicable  law or pursuant to SEC  comments or  requests,  and any  information
reasonably  required by the Company to comply with applicable law or regulation,
based on the advice of  counsel.  Each  Holder  further  agrees,  following  the
termination of the  Effectiveness  Period, to notify the Company within ten (10)
Business Days of request, of the amount of Registrable  Securities sold pursuant
to the Registration Statement.


                                       12
<PAGE>


     Section  5.  Registration  Expenses.  The  Company  shall bear all fees and
expenses  incurred  in  connection  with the  performance  by the Company of its
obligations  under Sections 2 and 3 of this Agreement  whether or not any of the
Registration  Statements  are declared  effective.  Such fees and expenses shall
include,  without  limitation,  (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the  National  Association  of  Securities  Dealers,  Inc.  and (y) of
compliance with federal and state securities or Blue Sky laws to the extent such
filings or  compliance  are  required  pursuant  to this  Agreement  (including,
without  limitation,  reasonable fees and disbursements of the counsel specified
in  the  next  sentence  in  connection  with  Blue  Sky  qualifications  of the
Registrable  Securities  under  the  laws of such  jurisdictions  as the  Notice
Holders of a majority of the  Registrable  Securities  being sold  pursuant to a
Registration  Statement  may  designate)),  (ii) printing  expenses  (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form  eligible  for  deposit  with The  Depository  Trust  Company),  (iii)
duplication  expenses  relating  to  copies  of any  Registration  Statement  or
Prospectus  delivered to any Holders  hereunder,  (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, and
(v) reasonable fees and  disbursements of the Trustee and its counsel and of the
registrar  and transfer  agent for the Common  Stock.  In addition,  the Company
shall  bear or  reimburse  the  Notice  Holders  for  the  reasonable  fees  and
disbursements  of one  firm of  legal  counsel  for  the  Holders,  which  shall
initially be Cleary  Gottlieb Steen & Hamilton,  but which may, upon the written
consent of the Initial Purchaser (which shall not be unreasonably  withheld), be
another  nationally  recognized  law firm  experienced in securities law matters
designated  by the  Company.  In  addition,  the Company  shall pay the internal
expenses  of the  Company  (including,  without  limitation,  all  salaries  and
expenses of officers and employees  performing legal or accounting duties),  the
expense of any annual audit,  the fees and expenses  incurred in connection with
the listing of the  Registrable  Securities on any securities  exchange on which
similar  securities  of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company.

     Section 6.  Representations  and  Warranties.  The Company  represents  and
warrants to, and agrees with, the Initial Purchaser and each of the Holders from
time to time of Registrable Securities that:

     (a) Each registration  statement covering  Registrable  Securities and each
Prospectus  contained  therein or  furnished  pursuant  to Section  3(f) and (g)
hereof  and any  further  amendments  or  supplements  to any such  registration
statement or Prospectus, when it becomes effective with the SEC, as the case may
be, and, in the case of an underwritten offering of Registrable  Securities,  at
the time of the closing under the underwriting  agreement relating thereto, will
conform  in  all  material  respects  to  the  applicable  requirements  of  the
Securities  Act and the TIA and  will  not  contain  an  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein  not  misleading;  and at all  times
subsequent  to the time and date the Shelf  Registration  is declared  effective
when a Prospectus  would be required to be delivered  under the Securities  Act,
other than during a Deferral  Period in  accordance  with Section 3(i) hereof or
from  (i) such  time as a  notice  has been  given  to  Holders  of  Registrable
Securities  pursuant  to  Section  3(c)(v)  hereof  until  (ii) such time as the
Company furnishes an amended or supplemented Prospectus pursuant to Section 3(g)
hereof  or such  time as the  Company  provides  notice  that  offers  and sales
pursuant  to  the  Shelf


                                       13
<PAGE>


Registration may continue, each such registration statement, and each Prospectus
(including any summary  Prospectus)  contained therein or furnished  pursuant to
Section 3 hereof, as then amended or supplemented,  will conform in all material
respects  to the  applicable  requirements  of the  Securities  Act and the TIA;
provided,  however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company (including in a Notice and Questionnaire) by
or on behalf of a Holder of Registrable Securities expressly for use therein.

     (b) Any documents  incorporated by reference in any Prospectus  referred to
in Section  6(a)  hereof,  when they become or became  effective  or are or were
filed  with  the SEC,  as the case may be,  will  conform  or  conformed  in all
material respects to the requirements of the Securities Act or the Exchange Act,
as  applicable,  and none of such  documents will contain or contained an untrue
statement  of a material  fact or will omit or omitted to state a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  provided,  however, that this representation and warranty shall not
apply to any  statements  or omissions  made in reliance  upon and in conformity
with information  furnished in writing to the Company (including in a Notice and
Questionnaire) by a Holder of Registrable Securities expressly for use therein.

     (c)  The  execution,  delivery  and  performance  by the  Company  of  this
Agreement,  and  compliance  by the  Company  with  the  terms  hereof  and  the
consummation of the transactions  contemplated hereby, will not conflict with or
result  in a breach  or  violation  of any of the  terms or  provisions  of,  or
constitute a default under, or result in the creation or imposition of any lien,
charge or  encumbrance  which is material  to the Company and its  Subsidiaries,
taken as a whole,  upon any  property  or  assets of the  Company  or any of its
Subsidiaries  pursuant to, any agreement or instrument  which is material to the
Company and its  Subsidiaries,  taken as a whole, to which the Company or any of
its  Subsidiaries is a party or by which the Company or any of its  Subsidiaries
is bound or to which any of the  property or assets of the Company or any of its
Subsidiaries  is subject,  nor will such actions  result in any violation of the
provisions  of the charter or by-laws of the Company or any of its  Subsidiaries
or any statute or any  judgment,  order,  decree,  rule or  regulation  which is
material to the Company and its Subsidiaries,  taken as a whole, of any court or
arbitrator or governmental  agency or body having  jurisdiction over the Company
or any of its Subsidiaries or any of their respective  properties or assets; and
no consent, approval, authorization or order of, or filing or registration with,
any such  court or  arbitrator  or  governmental  agency or body  under any such
statute,  judgment,  order,  decree,  rule or  regulation  is  required  for the
execution,  delivery  and  performance  by the  Company  of this  Agreement  and
compliance  by the Company  with the terms  hereof and the  consummation  of the
transactions   contemplated  by  this  Agreement,   except  for  such  consents,
approvals,  authorizations,  filings,  registrations or qualifications (i) which
shall  have been  obtained  or made  prior to the Issue  Date and (ii) as may be
required to be obtained or made under the Securities  Act and  applicable  state
securities laws.

     (d) This Agreement has been duly authorized,  executed and delivered by the
Company and  constitutes  a legal,  valid and binding  agreement of the Company,
enforceable  against the  Company in  accordance  with its terms,  except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation,   all  laws  relating  to  fraudulent  transfers),   reorganization,
moratorium  or other  similar  laws  relating  to or  affecting  enforcement


                                       14
<PAGE>


of creditor's rights generally,  or by general  principles of equity (including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing)  regardless  of whether  enforcement  is  considered in a proceeding in
equity or at law.

     Section  7.  Indemnification;  Contribution.  (a)  The  Company  agrees  to
indemnify and hold harmless the Initial Purchaser and each holder of Registrable
Securities  and each person,  if any, who controls the Initial  Purchaser or any
holder of Registrable  Securities within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, as follows:

          (i) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  arising out of any untrue  statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment  thereto),  or the omission or alleged omission therefrom
     of a material fact  necessary in order to make the statements  therein,  in
     light of the  circumstances  under which they were made,  not misleading or
     arising  out of any untrue  statement  or  alleged  untrue  statement  of a
     material fact included in any preliminary  prospectus or the Prospectus (or
     any amendment or supplement  thereto),  or the omission or alleged omission
     therefrom  of a material  fact  necessary  in order 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
     7(d) below) any such  settlement is effected with the prior written consent
     of the Company; and

          (iii)  subject to Section  7(c)  below,  against  any and all  expense
     whatsoever,  as incurred (including the fees and disbursements of counsel),
     reasonably  incurred in  investigating,  preparing or defending against any
     litigation,  or any investigation or proceeding by any governmental  agency
     or body,  commenced or threatened,  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 (i) or (ii)
     above;

provided, however, that this indemnity shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
Initial Purchaser or such holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) and each person, if any, who
controls the Initial Purchaser or any such holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided further, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense (1) arising from an offer or sale of
Registrable Securities occurring during a Deferral Period, if the indemnified
party is a Notice


                                       15
<PAGE>


Holder that received a Deferral Notice, or (2) if the Holder fails to deliver at
or prior to written confirmation of sale, the most recent prospectus, as amended
or  supplemented,  and such Prospectus,  as amended or supplemented,  would have
corrected  such untrue  statement  or omission or alleged  untrue  statement  or
omission of a material fact.

This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

     (b) In connection with any Shelf Registration in which a holder, including,
without  limitation,   the  Initial  Purchaser,  of  Registrable  Securities  is
participating,  in furnishing information relating to such holder of Registrable
Securities  to the  Company in writing  expressly  for use in such  Registration
Statement,  any  preliminary  prospectus,  the  Prospectus or any  amendments or
supplements thereto, the holders of such Registrable Securities agree, severally
and not jointly,  to indemnify and hold harmless the Initial  Purchaser and each
person,  if any, who controls the Initial Purchaser within the meaning of either
Section  15 of the  Securities  Act or Section  20 of the  Exchange  Act and the
Company, and each person, if any, who controls the Company within the meaning of
either such  Section,  against any and all loss,  liability,  claim,  damage and
expense described in the indemnity  contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue  statements  or  omissions,  made in the  Registration  Statement (or any
amendment  thereto),  or any  preliminary  prospectus or the  Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information  furnished  to  the  Company  by or on  behalf  of  such  holder  of
Registrable Securities (which also acknowledges the indemnity provisions herein)
and each person, if any, who controls any such holder of Registrable  Securities
expressly for use in the  Registration  Statement (or any amendment  thereto) or
such  preliminary  prospectus or the  Prospectus (or any amendment or supplement
thereto).

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

     (c) Each  indemnified  party shall give  notice as  promptly as  reasonably
practicable to each  indemnifying  party of any action  commenced  against it in
respect of which indemnity may be sought hereunder,  but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially  prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than  on  account  of  this  indemnity  agreement.  An  indemnifying  party  may
participate  at its own  expense in the  defense of any such  action;  provided,
however,  that  counsel to the  indemnifying  party shall not  (except  with the
consent of the indemnified  party) also be


                                       16
<PAGE>


counsel to the indemnified party. In no event shall the indemnifying  parties be
liable for fees and  expenses of more than one counsel (in addition to any 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 7 hereof (whether or not the  indemnified  parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional  release of each indemnified  party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

     (d)  If  at  any  time  an  indemnified   party  shall  have  requested  an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel,  such  indemnifying  party  agrees  that it  shall  be  liable  for any
settlement of the nature  contemplated by Section 7(a)(ii)  effected without its
written  consent if (i) such  settlement is entered into more than 45 days after
receipt by such indemnifying party of aforesaid request,  (ii) such indemnifying
party shall have  received  notice of the terms of such  settlement  at least 30
days prior to such  settlement  being  entered into and (iii) such  indemnifying
party shall not have reimbursed such  indemnified  party in accordance with such
request prior to the date of such settlement.

     (e) If the indemnification provided for in this Section 7 is for any reason
unavailable to or insufficient to hold harmless an indemnified  party in respect
of any losses,  liabilities,  claims,  damages or expenses  referred to therein,
then each  indemnifying  party shall  contribute to the aggregate amount of such
losses,  liabilities,  claims, damages and expenses incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the relative
fault  of  the  indemnifying  party  or  parties  on  the  one  hand  and of the
indemnified  party  on the  other  hand in  connection  with the  statements  or
omissions  which  resulted  in such  losses,  liabilities,  claims,  damages  or
expenses, as well as any other relevant equitable considerations.

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

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  7(e)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the  equitable  considerations  referred  to above  in this  Section  7(e).  The
aggregate amount of losses, liabilities,  claims, damages, and expenses incurred
by an  indemnified  party and  referred to above in this  Section  7(e) shall be
deemed  to  include  any legal or other  expenses  reasonably  incurred  by such
indemnified  party  in   investigating,   preparing  or  defending  against  any
litigation,  or any  investigation or proceeding by any  governmental


                                       17
<PAGE>


agency or body, commenced or threatened,  or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 7, neither the holder of any
Registrable Securities nor the Initial Purchaser, shall be required to indemnify
or  contribute  any amount in excess of the  amount by which the total  price at
which the Registrable  Securities sold by such holder of Registrable  Securities
or underwritten by the Initial Purchaser, as the case may be, and distributed to
the public were  offered to the public  exceeds  the amount of any damages  that
such holder of  Registrable  Securities  or the Initial  Purchaser has otherwise
been  required to pay by reason of such untrue or alleged  untrue  statement  or
omission or alleged omission.

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

     For purposes of this Section  7(e),  each person,  if any, who controls the
Initial Purchaser or any holder of Registrable  Securities within the meaning of
Section 15 of the  Securities  Act or Section 20 of the  Exchange Act shall have
the same rights to  contribution  as the Initial  Purchaser or such holder,  and
each person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or  Section 20 of the  Exchange  Act shall have the same
rights to contribution as the Company.

     Section 8. Information Requirements.  (a) The Company covenants that, if at
any time before the end of the  Effectiveness  Period the Company is not subject
to the reporting  requirements  of the Exchange Act, it will  cooperate with any
Holder of Registrable  Securities and take such further reasonable action as any
Holder of Registrable  Securities may reasonably request in writing  (including,
without  limitation,  making such reasonable  representations as any such Holder
may reasonably request),  all to the extent required from time to time to enable
such  Holder  to sell  Registrable  Securities  without  registration  under the
Securities Act within the limitation of the exemptions  provided by Rule 144 and
Rule 144A under the  Securities  Act and  customarily  taken in connection  with
sales  pursuant to such  exemptions.  Upon the written  request of any Holder of
Registrable  Securities,  the  Company  shall  deliver to such  Holder a written
statement as to whether it has complied  with such filing  requirements,  unless
such a statement has been included in the Company's most recent report  required
to be filed and filed  pursuant to Section 13 or Section  15(d) of Exchange Act.
Notwithstanding  the  foregoing,  nothing  in this  Section 8 shall be deemed to
require  the Company to register  any of its  securities  (other than the Common
Stock) under any section of the Exchange Act.

     Section 9. Miscellaneous.

     (a) No Conflicting Agreements. The Company is not, as of the date hereof, a
party to, nor shall it, on or after the date of this Agreement,  enter into, any
agreement with respect to its securities  that conflicts with the rights granted
to the  Holders  of  Registrable  Securities  in  this  Agreement.  The  Company
represents  and warrants that the rights  granted to the Holders of  Registrable
Securities  hereunder do not in any way conflict with the rights  granted to the
holders of the Company's securities under any other agreements.


                                       18
<PAGE>


     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the Company has obtained the written  consent of Holders of a majority of
the then outstanding Underlying Common Stock constituting Registrable Securities
(with  Holders of  Securities  deemed to be the  Holders,  for  purposes of this
Section,  of the number of  outstanding  shares of Underlying  Common Stock into
which such Securities are or would be convertible or exchangeable as of the date
on which such consent is requested).  Notwithstanding the foregoing, a waiver or
consent to depart  from the  provisions  hereof  with  respect to a matter  that
relates  exclusively  to the rights of Holders of Registrable  Securities  whose
securities are being sold pursuant to a Registration Statement and that does not
directly  or  indirectly  affect  the  rights of other  Holders  of  Registrable
Securities  may be given by Holders of at least a  majority  of the  Registrable
Securities being sold by such Holders pursuant to such  Registration  Statement;
provided, that the provisions of this sentence may not be amended,  modified, or
supplemented  except  in  accordance  with  the  provisions  of the  immediately
preceding  sentence.  Each Holder of Registrable  Securities  outstanding at the
time of any such  amendment,  modification,  supplement,  waiver or  consent  or
thereafter  shall  be bound by any  such  amendment,  modification,  supplement,
waiver or consent  effected  pursuant to this Section  9(b),  whether or not any
notice, writing or marking indicating such amendment, modification,  supplement,
waiver or consent appears on the Registrable  Securities or is delivered to such
Holder.

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

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

     (x) if to the Company, to:

             Stilwell Financial Inc.
             920 Main Street 21/st/ Floor
             Kansas City, MO  64105-2008
             Attention:  Gwen E. Royle
             Telephone : (816) 218-2400
             Facsimile:  (816) 218-2453

             and

             (y) if to the Initial Purchaser, to:

             Merrill Lynch & Co.,
             Merrill Lynch, Pierce, Fenner & Smith Incorporated
             World Financial Center North Tower
             250 Vesey Street New York,
             New York  10281
             Attention: Equity Capital Markets Syndicate
             Facsimile: (212) 738-1069


                                       19
<PAGE>


or to such other address as such person may have furnished to the other persons
identified in this Section 9(c) in writing in accordance herewith.

     (d)  Approval of Holders.  Whenever the consent or approval of Holders of a
specified  percentage  of  Registrable  Securities  is required  hereunder,  the
Registrable  Securities  held by the Company or its  Affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial  Purchaser
or subsequent  Holders of Registrable  Securities if such subsequent Holders are
deemed  to be such  Affiliates  solely  by  reason  of  their  holdings  of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

     (e)  Successors  and  Assigns.  Any person who  purchases  any  Registrable
Securities  from the Initial  Purchaser  shall be deemed,  for  purposes of this
Agreement,  to be an assignee of the Initial  Purchaser.  This  Agreement  shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

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

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

     (h)  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     (i) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held to be invalid,  illegal, void or unenforceable,  the remainder
of the terms,  provisions,  covenants  and  restrictions  set forth herein shall
remain in full  force and effect and shall in no way be  affected,  impaired  or
invalidated thereby, and the parties hereto shall use their best efforts to find
and employ an alternative  means to achieve the same or  substantially  the same
result as that contemplated by such term, provision, covenant or restriction, it
being  intended  that all of the rights and  privileges  of the parties shall be
enforceable to the fullest extent permitted by law.

     (j) Entire Agreement.  This Agreement is intended by the parties as a final
expression  of their  agreement  and is intended to be a complete and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained  herein and the registration  rights granted by the
Company with respect to the  Registrable


                                       20
<PAGE>


Securities.  Except  as  provided  in  the  Purchase  Agreement,  there  are  no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein,  with respect to the  registration  rights granted by the
Company with respect to the Registrable  Securities.  This Agreement  supersedes
all prior  agreements  and  undertakings  among the parties with respect to such
registration rights.

     (k)  Termination.  This  Agreement  and  the  obligations  of  the  parties
hereunder  shall  terminate  upon the  expiration of the  Effectiveness  Period,
except for any  liabilities or  obligations  under Sections 4, 5 or 7 hereof and
the  obligations  to make payments of and provide for  liquidated  damages under
Section  2(e) hereof to the extent such  damages  accrue prior to the end of the
Effectiveness  Period,  each of which shall remain in effect in accordance  with
its terms.

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                                       21
<PAGE>


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

STILWELL FINANCIAL INC.


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

Confirmed and accepted as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

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