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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                                     BETWEEN

                        CYPRESS SEMICONDUCTOR CORPORATION

                                       AND

                         U.S. BANCORP PIPER JAFFRAY INC.

                         CREDIT SUISSE FIRST BOSTON LLC

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                            WACHOVIA SECURITIES, INC

                    (COLLECTIVELY, THE "INITIAL PURCHASERS")

                            DATED AS OF JUNE 3, 2003

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                  REGISTRATION RIGHTS AGREEMENT, dated as of June 3, 2003,
between Cypress Semiconductor Corporation, a Delaware corporation (together with
any successor entity, herein referred to as the "COMPANY"), and U.S. Bancorp
Piper Jaffray Inc., Credit Suisse First Boston LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wachovia Securities, Inc. as initial purchasers
(collectively, the "INITIAL PURCHASERS") for whom U.S. Bancorp Piper Jaffray
Inc. and Credit Suisse First Boston LLC are acting as representatives (in such
capacity, the "Representatives"), under the Purchase Agreement (as defined
below).

                  Pursuant to the Purchase Agreement, dated as of May 29, 2003,
between the Company and the Initial Purchasers (the "PURCHASE AGREEMENT"), the
Initial Purchasers have agreed to purchase from the Company $500,000,000 in
aggregate principal amount (plus up to an additional $150,000,000 principal
amount) of 1.25% Convertible Subordinated Plus Cash Notes(SM) Due June 15, 2008
(the "Securities"). The Securities initially may be convertible into fully paid,
nonassessable shares of common stock, par value $0.01 per share, of the Company
and, in some cases, cash, all on the terms, and subject to the conditions, set
forth in the Indenture (as defined herein). In order to induce the Initial
Purchasers to purchase the Securities, 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 of the transactions set forth in the Purchase
Agreement.

                  The Company agrees with the Initial Purchasers, (i) for the
benefit of the Initial Purchasers and (ii) for the benefit of the beneficial
owners (including the Initial Purchasers) from time to time of the Transfer
Restricted Securities (as defined herein)(each of the foregoing a "Holder" and
together the "Holders"), as follows:

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

                  "ADDITIONAL INTEREST": As defined in Section 3(a) hereof.

                  "ADDITIONAL INTEREST PAYMENT DATE": Each June 15 and December
         15.

                  "AFFILIATE": The definition of "Affiliate" in the Indenture.

                  "AGREEMENT": This Registration Rights Agreement, as amended,
         modified or otherwise supplemented from time to time.

                  "BUSINESS DAY": The definition of "Business Day" in the
         Indenture.

                  "COMMISSION": Securities and Exchange Commission.

                  "COMMON STOCK": The definition of "Common Stock" in the
         Indenture.

                  "COMPANY": As defined in the preamble hereto.

                  "EFFECTIVENESS PERIOD": As defined in Section 2(a)(iii)
         hereof.

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                  "EFFECTIVENESS TARGET DATE": As defined in Section 2(a)(ii)
         hereof.

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

                  "HOLDER": As defined in the preamble hereto.

                  "HOLDER QUESTIONNAIRE": As defined in Section 2(b) hereof.

                  "INDENTURE": The Indenture, dated as of June 3, 2003 between
         the Company and U.S. Bank National Association, as trustee (the
         "TRUSTEE"), pursuant to which the Securities are to be issued, as such
         Indenture is amended, modified or supplemented from time to time in
         accordance with the terms thereof.

                  "INITIAL PURCHASERS": As defined in the preamble hereto.

                  "MAJORITY OF HOLDERS": Holders holding over 50% of the
         aggregate principal amount of Transfer Restricted Securities
         outstanding; provided, however that in determining whether Transfer
         Restricted Securities are outstanding, Transfer Restricted Securities
         held for the account of the Company or of any of its Affiliates shall
         be disregarded; provided, further that for purpose of this definition,
         a holder of shares of Common Stock that constitute Transfer Restricted
         Securities when issued upon conversion of the Securities shall be
         deemed to hold an aggregate principal amount of Securities (in addition
         to the principal amount of Securities held by such holder) from which
         such shares of Common Stock were converted at the time of such
         conversion.

                  "NASD": National Association of Securities Dealers, Inc.

                  "NYSE": New York Stock Exchange.

                  "PERSON": An individual, partnership, corporation, company,
         unincorporated organization, trust, joint venture or a government or
         agency or political subdivision thereof.

                  "PURCHASE AGREEMENT": As defined in the preamble hereto.

                  "PROSPECTUS": The prospectus included in a Shelf Registration
         Statement, as amended or supplemented by any prospectus supplement and
         by all other amendments thereto, including post-effective amendments,
         and all material incorporated by reference into such Prospectus.

                  "QUESTIONNAIRE DEADLINE": As defined in Section 2(b) hereof.

                  "RECORD HOLDER": With respect to any Additional Interest
         Payment Date, each Person who is a Holder on the Register on the June 1
         or December 1 immediately preceding the relevant Additional Interest
         Payment Date. In the case of a Holder of shares of Common Stock issued
         upon conversion of the Securities, "Record Holder" shall mean each
         Person who is a Holder of shares of Common Stock which constitute
         Transfer

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                                                                               4

         Restricted Securities on the June 1 or December 1 immediately preceding
         the relevant Additional Interest Payment Date.

                  "REGISTER": The definition of "Register" in the Indenture.

                  "REGISTRAR": The definition of "Registrar" in the Indenture.

                  "REGISTRATION DEFAULT": As defined in Section 3(a) hereof.

                  "SECURITIES": As defined in the preamble hereto; provided,
         however, that for the purpose of Section 2(b) and Section 4(d) hereof,
         this definition shall include the shares of Common Stock issuable upon
         conversion of the 1.25% Convertible Subordinated Plus Cash Notes(SM)
         Due June 15, 2008.

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

                  "SHELF FILING DEADLINE": As defined in Section 2(a)(i) hereof.

                  "SHELF REGISTRATION STATEMENT": As defined in Section 2(a)(i)
         hereof.

                  "SUSPENSION NOTICE". As defined in Section 4(c) hereof.

                  "SUSPENSION PERIOD". As defined in Section 4(b)(i) hereof.

                  "TIA": Trust Indenture Act of 1939, as amended, the rules and
         regulations of the Commission thereunder, in each case, as in effect on
         the date the Indenture is qualified under the TIA.

                  "TRANSFER RESTRICTED SECURITIES": Each Security and each share
         of Common Stock issued upon conversion of Securities until the earliest
         of:

                           (i)      the date on which such Security or such
                  share of Common Stock issued upon conversion thereof has been
                  effectively registered under the Securities Act and disposed
                  of in accordance with the Shelf Registration Statement;

                           (ii)     the date on which such Security or such
                  share of Common Stock issued upon conversion thereof is
                  transferred in compliance with Rule 144 under the Securities
                  Act or may be sold or transferred by a person who is not an
                  affiliate of the Company pursuant to Rule 144 under the
                  Securities Act (or any other similar provision then in force)
                  without any volume or manner of sale restrictions thereunder;
                  or

                           (iii)    the date on which such Security or such
                  share of Common Stock issued upon conversion ceases to be
                  outstanding (whether as a result of repurchase, cancellation,
                  conversion or otherwise).

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                  UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
         registration in which Transfer Restricted Securities are sold to an
         underwriter for reoffering to the public pursuant to the Shelf
         Registration Statement.

                  Unless the context otherwise requires, the singular includes
         the plural, and words in the plural include the singular.

                  2.       Shelf Registration

                  (a)      The Company shall:

                           (i)      not later than 90 days after the date hereof
                  (the "SHELF FILING DEADLINE"), cause to be filed a
                  registration statement pursuant to Rule 415 under the
                  Securities Act (the "SHELF REGISTRATION STATEMENT"), which
                  Shelf Registration Statement shall provide for resales of all
                  Transfer Restricted Securities held by Holders that have
                  provided the information required pursuant to the terms of
                  Section 2(b) hereof;

                           (ii)     use its reasonable efforts to cause the
                  Shelf Registration Statement to be declared effective by the
                  Commission not later than 180 days after the date hereof (the
                  "EFFECTIVENESS TARGET DATE"); and

                           (iii)    use its reasonable efforts to keep the Shelf
                  Registration Statement continuously effective, supplemented
                  and amended as required by the provisions of Section 4(b)
                  hereof (and subject to the right of the Company to suspend the
                  use of the Shelf Registration Statement by delivery of a
                  Suspension Notice in accordance with Section 4(b)(i) hereof)
                  to the extent necessary to ensure that (A) it is available for
                  resales by the Holders of Transfer Restricted Securities
                  entitled, subject to Section 2(b), to the benefit of this
                  Agreement and (B) it conforms with the requirements of this
                  Agreement and the Securities Act, for a period (the
                  "EFFECTIVENESS PERIOD") until the earliest of:

                                         (1) two years following the last date
                                    of original issuance of any of the
                                    Securities; or

                                         (2) the date when the Holders of
                                    Transfer Restricted Securities are able to
                                    sell all such Transfer Restricted Securities
                                    immediately without restriction pursuant to
                                    the volume limitation provisions of Rule 144
                                    under the Securities Act; and

                                         (3) the date when all of the Transfer
                                    Restricted Securities of those Holders that
                                    complete and deliver in a timely manner the
                                    Holder Questionnaire described below are
                                    registered under the Shelf Registration
                                    Statement and disposed of in accordance with
                                    the Shelf Registration Statement.

                  (b)      No holder of Securities may include any of its
Securities in the Shelf Registration Statement pursuant to this Agreement unless
such holder furnishes to the Company

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in writing, prior to or on the 20th Business Day after the date of the Holder
Questionnaire (or, in the case of a holder that is a transferee of Transfer
Restricted Securities, prior to or on the earlier of (i) the 20th Business Day
after the date of completion of such transfer to the transferee and (ii) 9:00
a.m., San Francisco time, on the second Business Day before the effectiveness of
the Shelf Registration Statement) (the "QUESTIONNAIRE DEADLINE"), such
information as the Company may reasonably request for use in connection with the
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein and in any application to be filed with or under state securities laws
(the form of which request is attached as Annex A to the offering memorandum
dated May 29, 2003 regarding the sale of the Securities to the Initial
Purchasers and is referred to herein as the "HOLDER QUESTIONNAIRE"). In
connection with all requests for information from holders of Securities with
respect to inclusion of Securities in the Shelf Registration Statement prior to
the Questionnaire Deadline, the Company shall notify such holders of the
requirements set forth in the preceding sentence. The Company agrees and
undertakes that (i) it shall distribute a Holder Questionnaire no later than 20
Business Days prior to the effectiveness of the Shelf Registration Statement to
each holder of Securities at the address set forth on the Register of Securities
maintained by the Registrar of the Securities or the records of the transfer
agent of the Common Stock at such time, and (ii) upon the request of any holder
of Securities prior to 9:00 a.m., San Francisco time, on the second Business Day
before the effectiveness of the Shelf Registration Statement, the Company shall
distribute a Holder Questionnaire to such holder at the address set forth in
such request. Holders of Securities that do not complete the Holder
Questionnaire and timely deliver it to the Company shall not be named as selling
securityholders in the Prospectus or preliminary Prospectus included in the
Shelf Registration Statement and therefore shall not be permitted to sell any
Transfer Restricted Securities pursuant to the Shelf Registration Statement.
Notwithstanding the foregoing, upon request from any holder of Securities that
did not return a Holder Questionnaire on a timely basis, (i) the Company shall
distribute a Holder Questionnaire to such holder of Securities at the address
set forth in the request and (ii) upon receipt of a properly completed Holder
Questionnaire from such holder of Securities, the Company shall use its
reasonable efforts to name such holder as a selling securityholder by means of a
pre-effective amendment or, if permitted by the Commission, by means of a
Prospectus supplement to the Shelf Registration Statement; provided, however,
that the Company shall have no obligation to pay Additional Interest to such
holder for its failure to file a pre-effective amendment or Prospectus
supplement. Each Holder as to which the Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make information previously furnished to the Company by
such Holder not materially misleading.

         NO HOLDER OF TRANSFER RESTRICTED SECURITIES SHALL BE ENTITLED TO
ADDITIONAL INTEREST PURSUANT TO SECTION 3 HEREOF UNLESS SUCH HOLDER SHALL HAVE
PROVIDED ALL SUCH REASONABLY REQUESTED INFORMATION PRIOR TO OR ON THE
QUESTIONNAIRE DEADLINE.

                  3.       Additional Interest.

                  (a)      If:

                           (i)      the Shelf Registration Statement is not
                  filed with the Commission prior to or on the Shelf Filing
                  Deadline;

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                           (ii)     the Shelf Registration Statement has not
                  been declared effective by the Commission prior to or on the
                  Effectiveness Target Date;

                           (iii)    except as provided in Section 4(b)(i)
                  hereof, the Shelf Registration Statement is filed and declared
                  effective but, during the Effectiveness Period, shall
                  thereafter cease to be effective or fail to be usable for its
                  intended purpose without being succeeded within five Business
                  Days by a post-effective amendment to the Shelf Registration
                  Statement, a supplement to the Prospectus or a report filed
                  with the Commission pursuant to Section 13(a), 13(c), 14 or
                  15(d) of the Exchange Act that cures such failure and, in the
                  case of a post-effective amendment, is itself immediately
                  declared effective; or

                           (iv)     (A) prior to or on the 45th or 60th day, as
                  the case may be, of any Suspension Period, such suspension has
                  not been terminated or (B) Suspension Periods exceed an
                  aggregate of 90 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in
the form of additional interest ("ADDITIONAL INTEREST") with respect to the
Transfer Restricted Securities from and including the day following the
Registration Default to but excluding the earlier of (1) the day on which the
Registration Default has been cured and (2) the date the Shelf Registration
Statement is no longer required to be kept effective, accruing at a rate:

                           (A)      in respect of the Securities, to each holder
                  of Securities, (x) with respect to the first 90-day period
                  during which a Registration Default shall have occurred and be
                  continuing, equal to 0.25% per annum of the principal amount
                  of the Securities, and (y) with respect to the period
                  commencing on the 91st day following the day the Registration
                  Default shall have occurred and be continuing, equal to 0.50%
                  per annum of the principal amount of the Securities; provided
                  that in no event shall Additional Interest accrue at a rate
                  per year exceeding 0.50% of the principal amount of the
                  Securities; and

                           (B)      in respect of any shares of Common Stock, to
                  each holder of shares of Common Stock issued upon conversion
                  of Securities, (x) with respect to the first 90-day period in
                  which a Registration Default shall have occurred and be
                  continuing, equal to 0.25% per annum of the principal amount
                  of the converted Securities, and (y) with respect to the
                  period commencing the 91st day following the day the
                  Registration Default shall have occurred and be continuing,
                  equal to 0.50% per annum of the principal amount of the
                  converted Securities; provided that in no event shall
                  Additional Interest accrue at a rate per year exceeding 0.50%
                  of the principal amount of the converted Securities.

                  (b)      All accrued Additional Interest shall be paid in
arrears to Record Holders by the Company on each Additional Interest Payment
Date in the same manner as the payment of interest on the Securities. Upon the
cure of all Registration Defaults relating to any particular Security or share
of Common Stock, the accrual of Additional Interest with respect to such
Security or share of Common Stock will cease. The Company agrees to deliver all
notices,

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certificates and other documents contemplated by the Indenture in connection
with the payment of Additional Interest.

                  Notwithstanding any other provision of this Agreement, no
Additional Interest shall accrue as to any Transfer Restricted Security from and
after the earlier of the date such security is no longer a Transfer Restricted
Security and the expiration of the Effectiveness Period. All obligations of the
Company set forth in this Section 3 that are outstanding with respect to any
Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with
respect to such Transfer Restricted Security shall have been satisfied in full.

                  The parties hereto agree that the Holders of Transfer
Restricted Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if a Registration Default
were to occur. The parties hereto further agree that the Additional Interest
provided for in this Section 3 constitutes a reasonable estimate of the damages
that may be incurred by Holders of Transfer Restricted Securities by reason of a
Registration Default. Therefore, the parties hereto agree that the sole damages
payable for a violation of the terms of this Agreement with respect to which
Additional Interest is expressly provided for (including any non-compliance with
a covenant that results, directly or indirectly, in a Registration Default)
shall be such Additional Interest.

                  4.       Registration Procedures.

                  (a)      In connection with the Shelf Registration Statement,
the Company shall comply with all the provisions of Section 4(b) hereof and
shall use its reasonable efforts to effect such registration to permit the sale
of the Transfer Restricted Securities, and pursuant thereto, shall prepare and
file with the Commission a Shelf Registration Statement relating to the
registration on any appropriate form under the Securities Act.

                  (b)      In connection with the Shelf Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities, the Company shall:

                           (i)      Subject to any notice by the Company in
                  accordance with this Section 4(b) of the existence of any fact
                  or event of the kind described in Section 4(b)(iii)(D) and the
                  Company's right to invoke a Suspension Period in the manner
                  described in this Section 4(b)(i), use its reasonable efforts
                  to keep the Shelf Registration Statement continuously
                  effective during the Effectiveness Period; upon the occurrence
                  of any event that would cause the Shelf Registration Statement
                  or the Prospectus contained therein (A) to contain a material
                  misstatement or omission or (B) not be effective and usable
                  for resale of Transfer Restricted Securities during the
                  Effectiveness Period, unless a Suspension Period is then in
                  effect, the Company shall file promptly an appropriate
                  amendment to the Shelf Registration Statement, a supplement to
                  the Prospectus or a report filed with the Commission pursuant
                  to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in
                  the case of clause (A), correcting any such misstatement or
                  omission, and, in the case of either clause (A) or (B), use
                  its reasonable efforts to

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                                                                               9

                  cause such amendment to be declared effective and the Shelf
                  Registration Statement and the related Prospectus to become
                  usable for their intended purposes as soon as practicable
                  thereafter. Notwithstanding the foregoing, the Company may
                  suspend the effectiveness of the Shelf Registration Statement
                  by written notice to the Holders for a period not to exceed an
                  aggregate of 45 days in any 90-day period or 90 days in any
                  360-day period (each such period, a "SUSPENSION PERIOD") if:

                                    (x) an event occurs and is continuing as a
                           result of which the Shelf Registration Statement, the
                           Prospectus, any amendment or supplement thereto, or
                           any document incorporated by reference therein would,
                           in the Company's judgment, 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

                                    (y) the Company reasonably determines that
                           the disclosure of such event at such time would have
                           a material adverse effect on the Company and its
                           subsidiaries taken as a whole;

                  provided that, in the event the disclosure relates to a
                  previously undisclosed proposed or pending material business
                  transaction, the disclosure of which the Company determines in
                  good faith would be reasonably likely to impede the Company's
                  ability to consummate such transaction, the Company may extend
                  the 45-day Suspension Period from 45 days to 60 days. The
                  Company shall not be required to specify in the written notice
                  to the Holders the nature of the event giving rise to the
                  Suspension Period.

                           (ii)     Prepare and file with the Commission such
                  amendments and post-effective amendments to the Shelf
                  Registration Statement as may be necessary to keep the Shelf
                  Registration Statement effective during the Effectiveness
                  Period; cause the Prospectus to be supplemented by any
                  required Prospectus supplement, and as so supplemented to be
                  filed pursuant to Rule 424 (it being understood that, subject
                  to the circumstances set forth in the penultimate sentence of
                  each of Sections 2(b) and 4(d), the Company shall not be
                  required to file a prospectus supplement pursuant to 424(b)
                  with respect to any Holder that failed to submit its Holder
                  Questionnaire by the Questionnaire Deadline) under the
                  Securities Act, and to comply fully with the applicable
                  provisions of Rules 424 and 430A under the Securities Act in a
                  timely manner; and comply with the provisions of the
                  Securities Act with respect to the disposition of all
                  securities covered by the Shelf Registration Statement during
                  the applicable period in accordance with the intended method
                  or methods of distribution by the sellers thereof set forth in
                  the Shelf Registration Statement or supplement to the
                  Prospectus.

                           (iii)    Advise in writing the Initial Purchasers,
                  the underwriter(s), if any, and the selling Holders promptly
                  (in the case of Holders, at the address set forth on the
                  Register of Securities maintained by the Registrar of the
                  Securities or the

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                                                                              10

                  records of the transfer agent of the Common Stock at such
                  time) of each of the following:

                                    (A) when the Prospectus or any Prospectus
                           supplement or post-effective amendment has been
                           filed, and, with respect to the Shelf Registration
                           Statement or any post-effective amendment thereto,
                           when the same has become effective (which notice may
                           be delivered through The Depository Trust Company, a
                           New York Corporation),

                                    (B) any request by the Commission for
                           amendments to the Shelf Registration Statement or
                           amendments or supplements to the Prospectus or for
                           additional information relating thereto,

                                    (C) the issuance by the Commission of any
                           stop order suspending the effectiveness of the Shelf
                           Registration Statement under the Securities Act or of
                           the suspension by any state securities commission of
                           the qualification of the Transfer Restricted
                           Securities for offering or sale in any jurisdiction,
                           or the initiation of any proceeding for any of the
                           preceding purposes, or

                                    (D) the existence of any fact or the
                           happening of any event, during the Effectiveness
                           Period (but not as to the substance of any such fact
                           or event), that makes any statement of a material
                           fact made in the Shelf Registration Statement, the
                           Prospectus, any amendment or supplement thereto, or
                           any document incorporated by reference therein
                           untrue, or that requires the making of any additions
                           to or changes in the Shelf Registration Statement or
                           the Prospectus in order to make the statements
                           therein not misleading (provided, however, that no
                           notice by the Company shall be required pursuant to
                           this clause (D) 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 Shelf Registration Statement, which, in
                           either case, contains the requisite information with
                           respect to such material event that results in such
                           Shelf Registration Statement no longer containing any
                           such untrue or misleading statements).

                  If at any time the Commission shall issue any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement, or any state securities commission or other
                  regulatory authority shall issue an order suspending the
                  qualification or exemption from qualification of the Transfer
                  Restricted Securities under state securities or Blue Sky laws,
                  the Company shall use its reasonable efforts to promptly
                  obtain the withdrawal or lifting of such order and will
                  provide to each Holder (in the case of Holders, at the address
                  set forth on the Register of Securities maintained by the
                  Registrar of the Securities or the records of the transfer
                  agent of the Common Stock at such time) who is named in the
                  Shelf Registration Statement prompt notice of the withdrawal
                  of any such order.

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                                                                              11

                           (iv)     If requested by any selling Holders or the
                  underwriter(s), if any, incorporate in the Shelf Registration
                  Statement or Prospectus, pursuant to an amendment prior to
                  effectiveness if necessary, such information as such selling
                  Holders and underwriter(s), if any, may reasonably request to
                  have included therein, including, without limitation
                  information relating to the "Plan of Distribution" of the
                  Transfer Restricted Securities as specified by such Holder in
                  such Holder Questionnaire.

                           (v)      Furnish to the Initial Purchasers, each
                  selling Holder (in the case of Holders, at the address set
                  forth in the Register of Securities or the records of the
                  transfer agent of the Common Stock at such time) and each of
                  the underwriter(s), if any, upon their request, without
                  charge, at least one copy of the Shelf Registration Statement,
                  as first filed with the Commission, and of each amendment
                  thereto (and any documents incorporated by reference therein
                  or exhibits thereto (or exhibits incorporated in such exhibits
                  by reference) as such Person may request).

                           (vi)     Deliver to each selling Holder (in the case
                  of Holders, at the address set forth in the Register of
                  Securities or the records of the transfer agent of the Common
                  Stock at such time) and underwriter(s), if any, without
                  charge, as many copies of the Prospectus (including each
                  preliminary prospectus) and any amendment or supplement
                  thereto as such Persons reasonably may request; subject to any
                  notice by the Company in accordance with this Section 4(b) of
                  the existence of any fact or event of the kind described in
                  Section 4(b)(iii) (D), the Company hereby consents to the use
                  of the Prospectus and any amendment or supplement thereto by
                  each of the selling Holders in connection with the offering
                  and the sale of the Transfer Restricted Securities covered by
                  the Prospectus or any amendment or supplement thereto.

                           (vii)    In connection with an Underwritten Offering,
                  the Company shall:

                                    (A) upon request, furnish to each
                           underwriter, if any, in such substance and scope as
                           they may reasonably request and as are customarily
                           made by issuers to underwriters in primary
                           underwritten offerings for selling security holders,
                           upon the date of closing of any sale of Transfer
                           Restricted Securities in an Underwritten
                           Registration:

                                         (1) a certificate, dated the date of
                                    such closing, signed by a Vice President or
                                    the Chief Financial Officer of the Company
                                    confirming, as of the date thereof, the
                                    matters customarily covered in an officer's
                                    certificate to underwriters in connection
                                    with underwritten offerings of securities;

                                         (2) opinions, each dated the date of
                                    such closing, of counsel to the Company
                                    covering such of the matters as are
                                    customarily covered in legal opinions to
                                    underwriters in connection with underwritten
                                    offerings of securities; and

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                                                                              12

                                         (3) customary comfort letters, dated
                                    the date of such closing, from the Company's
                                    independent accountants (and from any other
                                    accountants whose report is contained or
                                    incorporated by reference in the Shelf
                                    Registration Statement) in the customary
                                    form and covering matters of the type
                                    customarily covered in comfort letters to
                                    underwriters in connection with underwritten
                                    offerings of securities; and

                                    (B)      deliver such other documents and
                           certificates as may be reasonably requested by such
                           parties to evidence compliance with clause (A) above
                           and with any customary conditions contained in the
                           underwriting agreement or other agreement entered
                           into by the selling Holders pursuant to this clause
                           (vii).

                           (viii)   Before any public offering of Transfer
                  Restricted Securities, cooperate with the selling Holders, the
                  underwriter(s), if any, and their counsel in connection with
                  the registration and qualification of the Transfer Restricted
                  Securities under the securities or Blue Sky laws of such
                  jurisdictions in the United States as the selling Holders or
                  underwriter(s), if any, may reasonably request and do any and
                  all other acts or things necessary or advisable to enable the
                  disposition in such jurisdictions of the Transfer Restricted
                  Securities covered by the Shelf Registration Statement;
                  provided, however, that the Company shall not be required (A)
                  to register or qualify as a foreign corporation or a dealer of
                  securities where it is not now so qualified or to take any
                  action that would subject it to the service of process in any
                  jurisdiction where it is not now so subject or (B) to subject
                  themselves to taxation in any such jurisdiction if they are
                  not now so subject.

                           (ix)     Cooperate with the selling Holders and
                  underwriter(s), if any, to facilitate the timely preparation
                  and delivery of certificates representing Transfer Restricted
                  Securities to be sold and not bearing any restrictive legends
                  (unless required by applicable securities laws); and enable
                  such Transfer Restricted Securities to be in such
                  denominations and registered in such names as the Holders may
                  request at least two Business Days before any sale of Transfer
                  Restricted Securities.

                           (x)      Use its reasonable efforts to cause the
                  Transfer Restricted Securities covered by the Shelf
                  Registration Statement to be registered with or approved by
                  such other U.S. governmental agencies or authorities as may be
                  necessary to enable the seller or sellers thereof to
                  consummate the disposition of such Transfer Restricted
                  Securities.

                           (xi)     Subject to Section 4(b)(i) hereof, if any
                  fact or event contemplated by Section 4(b)(iii)(D) hereof
                  shall exist or have occurred, use its reasonable efforts to
                  prepare a supplement or post-effective amendment to the Shelf
                  Registration Statement or related Prospectus or any document
                  incorporated therein by reference or file any other required
                  document so that, as thereafter

<PAGE>

                                                                              13

                  delivered to the purchasers of Transfer Restricted Securities,
                  the Prospectus will not contain an 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 light of the circumstances in which they are made, not
                  misleading; provided that the Company shall not be required to
                  comply with the foregoing obligations during any Suspension
                  Period or any period during which Additional Interest is
                  accruing.

                           (xii)    Provide CUSIP numbers for all Transfer
                  Restricted Securities not later than the effective date of the
                  Shelf Registration Statement and provide the Trustee under the
                  Indenture with certificates for the Securities that are in a
                  form eligible for deposit with The Depository Trust Company.

                           (xiii)   Cooperate and assist in any filings required
                  to be made with the NYSE and in the performance of any due
                  diligence investigation by any underwriter that is required to
                  be retained in accordance with the rules and regulations of
                  the NYSE.

                           (xiv)    Otherwise use its reasonable efforts to
                  comply with all applicable rules and regulations of the
                  Commission and all reporting requirements under the rules and
                  regulations of the Exchange Act and make generally available
                  to its security holders (or otherwise provide in accordance
                  with Section 11(a) of the Securities Act) 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 forty-five (45) days after the end of any twelve
                  (12) month period (or ninety (90) days after the end of any
                  twelve (12) month period if such period is a fiscal year) (in
                  either case, or such longer period as permitted by the
                  Commission in the event the Company timely files a notice with
                  the Commission pursuant to Rule 12b-25 promulgated under the
                  Exchange Act) beginning with the first month of the first
                  fiscal quarter of the Company commencing after the effective
                  date of a Shelf Registration Statement, which statements shall
                  cover said twelve (12) month period.

                           (xv)     Cause the Indenture to be qualified under
                  the TIA not later than the effective date of the Shelf
                  Registration Statement required by this Agreement, and, in
                  connection therewith, cooperate with the Trustee and the
                  holders of Securities to effect such changes to the Indenture
                  as may be required for such Indenture to be so qualified in
                  accordance with the terms of the TIA; and execute and use its
                  reasonable efforts to cause the Trustee thereunder to execute
                  all documents that may be required to effect such changes and
                  all other forms and documents required to be filed with the
                  Commission to enable such Indenture to be so qualified in a
                  timely manner.

                           (xvi)    Cause all Common Stock covered by the Shelf
                  Registration Statement to be listed or quoted, as the case may
                  be, on each securities exchange or automated quotation system
                  on which Common Stock is then listed or quoted.

<PAGE>

                                                                              14

                           (xvii)   If reasonably requested in writing in
                  connection with a disposition of Transfer Restricted
                  Securities pursuant to a Shelf Registration Statement, make
                  reasonably available for inspection during normal business
                  hours by a representative for the selling Holders of such
                  Transfer Restricted Securities and any attorneys and
                  accountants retained by such selling Holders, all relevant
                  financial and other records, pertinent corporate documents and
                  real 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 selling Holders or any such 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 designated by the Company as confidential at the
                  time of delivery of such information shall be kept
                  confidential by such persons and shall be used solely for the
                  purposes of exercising rights under this Agreement, unless and
                  until (i) disclosure of such information is required by court
                  or administrative order or is necessary to respond to
                  inquiries of regulatory authorities, provided, that such
                  persons shall as promptly as is reasonably practicable give
                  written notice to the Company of any request by any such
                  regulatory authority for any such confidential information of
                  the Company in order to allow the Company to seek an
                  appropriate protective order, (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 Shelf Registration Statement or the use
                  of any Prospectus referred to in this Agreement) and such
                  person delivers to the Company a written opinion of nationally
                  recognized outside legal counsel experienced in such matters
                  to that effect prior to any disclosure of such information,
                  (iii) such information becomes generally available to the
                  public other than as a result of a disclosure or failure to
                  safeguard by any such person or (iv) such information becomes
                  available to any such person from a source other than the
                  Company and such source is not bound by a confidentiality
                  agreement; and provided further, that the foregoing inspection
                  and information gathering shall, to the greatest extent
                  possible, be coordinated on behalf of all the selling Holders
                  and the other parties entitled thereto by the counsel referred
                  to in Section 5.

                           (xviii)  Make a reasonable effort to provide such
                  information as is required for any filings required to be made
                  with the NASD.

                  (c)      Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice (a "SUSPENSION NOTICE")
from the Company of the existence of any fact of the kind described in Section
4(b)(iii)(D) hereof, such Holder will, and will use its reasonable efforts to
cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the Shelf Registration
Statement until:

<PAGE>

                                                                              14

                           (i)      such Holder has received copies of the
                  supplemented or amended Prospectus contemplated by Section
                  4(b)(xi) hereof; or

                           (ii)     such Holder is advised in writing by the
                  Company that the use of the Prospectus may be resumed, and has
                  received copies of any additional or supplemental filings that
                  are incorporated by reference in the Prospectus.

Each Holder agrees to keep the receipt of a Suspension Notice and its contents
confidential. If so directed by the Company, each Holder will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in such Holder's possession, of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of such notice of
suspension.

                  (d)      Each holder of Securities who intends to be named as
a selling Holder in the Shelf Registration Statement shall furnish to the
Company in writing, within 20 Business Days after the date of the Holder
Questionnaire, such information regarding such holder and the proposed
distribution by such holder of its Securities as the Company may reasonably
request for use in connection with the Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. Holders that do not
complete the Holder Questionnaire and timely deliver it to the Company shall not
be named as selling securityholders in the Prospectus or preliminary Prospectus
included in the Shelf Registration Statement and therefore shall not be
permitted to sell any Transfer Restricted Securities pursuant to the Shelf
Registration Statement; provided, however, that notwithstanding the foregoing, a
holder that is a transferee of Securities who furnishes the Company a properly
completed Holder Questionnaire on or prior to the earlier of (i) the 20th
Business Day after the date of completion of a transfer of Securities to a
holder of Securities that is a transferee and (ii) 9:00 a.m., San Francisco
time, on the second Business Day before the effectiveness of the Shelf
Registration Statement shall be named as a selling securityholder in the
Prospectus or preliminary Prospectus included in the Shelf Registration
Statement, provided, further, that upon request from a holder of Securities that
did not return a Holder Questionnaire on a timely basis, (i) the Company shall
distribute a Holder Questionnaire to such holder at the address set forth in the
request and (ii) upon receipt of a properly completed Holder Questionnaire from
such holder, the Company shall use its reasonable efforts to name such holder as
a selling securityholder by means of a pre-effective amendment or, if permitted
by the Commission, by means of a Prospectus supplement to the Shelf Registration
Statement (provided, that the Company shall have no obligation to pay Additional
Interest to such Holder for its failure to file a pre-effective amendment or
Prospectus supplement). Each Holder who intends to be named as a selling Holder
in the Shelf Registration Statement shall promptly furnish to the Company in
writing such other information as the Company may from time to time reasonably
request in writing.

                  (e)      Upon the effectiveness of the Shelf Registration
Statement, each Holder shall notify the Company at least five Business Days
prior to any intended distribution of Transfer Restricted Securities pursuant to
the Shelf Registration Statement (a "SALE NOTICE"), which notice shall be
effective for five Business Days. Each Holder of Transfer Restricted Securities,
by accepting the same, agrees to hold any communication by the Company in
response to a Sale Notice in confidence. Upon receipt of a Sale Notice, the
Company shall

<PAGE>

                                                                              16

inform each Holder in writing of the existence of a Suspension Period or
otherwise, of the kind of event described in Section 4(b)(iii)(D).

                  5.       Registration Expenses.

                           All expenses incident to the Company's performance of
or compliance with this Agreement shall be borne by the Company regardless of
whether a Shelf Registration Statement becomes effective, including, without
limitation:

                           (i)      all registration and filing fees and
                  expenses (including filings made with the NYSE and with the
                  NASD);

                           (ii)     all fees and expenses of compliance with
                  federal securities and state Blue Sky or securities laws
                  (including, without limitation, reasonable fees and
                  disbursements of the counsel in connection with Blue Sky
                  qualifications of the Transfer Restricted Securities under the
                  laws of such jurisdictions as the selling Holders of a
                  majority of the Transfer Restricted Securities being sold
                  pursuant to the Shelf Registration Statement may designate,
                  subject to Section 4(b)(viii));

                           (iii)    all expenses of printing (including printing
                  of Prospectuses and certificates for the Common Stock to be
                  issued upon conversion of the Securities) and the Company's
                  expenses for messenger and delivery services and telephone;

                           (iv)     all fees and disbursements of counsel to the
                  Company;

                           (v)      all application and filing fees in
                  connection with listing (or authorizing for quotation) the
                  Common Stock on a national securities exchange or automated
                  quotation system pursuant to the requirements hereof; and

                           (vi)     all fees and disbursements of independent
                  certified public accountants of the Company, and

                           (vii)    reasonable fees and disbursements of the
                  Trustee and its counsel and of the registrar and transfer
                  agent for the Common Stock.

                  The Company shall bear its internal expenses (including,
without limitation, all salaries and expenses of their officers and employees
performing legal, accounting or other duties), the expenses of any annual audit
and the fees and expenses of any Person, including special experts, retained by
the Company. In addition, the Company shall bear or reimburse the selling
Holders for the reasonable fees and disbursements of one firm of legal counsel
for the Holders, which shall initially be Shearman & Sterling, 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. Notwithstanding the foregoing,
the Holders of the Transfer Restricted Securities being registered shall pay all
agency fees (excluding rating agency fees) and commissions and underwriting
discounts and commissions attributable to the sale of such Transfer Restricted
Securities.

<PAGE>

                                                                              17

                  6.       Indemnification and Contribution

                  (a)      The Company agrees to indemnify and hold harmless the
Initial Purchaser and each Holder of Transfer Restricted Securities and each
person, if any, who controls the Initial Purchaser or any Holder of Transfer
Restricted 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 Shelf Registration Statement (or any
                  amendment or supplement thereto), including all documents
                  incorporated therein by reference, or the omission or alleged
                  omission therefrom of a material fact required to be stated
                  therein or 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 6(d) below) any such settlement is effected with
                  the prior written consent of the Company; and

                           (iii)    against any and all expense whatsoever, as
                  incurred (including the fees and disbursements of counsel),
                  reasonably incurred in investigating, preparing or defending
                  against any litigation, or any investigation or proceeding by
                  any governmental agency or body, commenced or threatened, 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, subject to Section 6(c);

provided, however, that this indemnity shall not apply to any loss, liability,
claim, damage or expense (including those enumerated in clauses (i), (ii) and
(iii) above) 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, including without limitation the Holder Questionnaire
or other documents, furnished to the Company from or on behalf of the Initial
Purchasers, any underwriter, such Holder of Transfer Restricted Securities
(which also acknowledges the indemnity provisions herein) or any person, who
controls the Initial Purchaser, any underwriter or any such Holder of Transfer
Restricted Securities expressly for use in the Shelf Registration Statement (or
any amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); provided further, that the Company shall not
be liable to any Holder of Transfer Restricted Securities, Initial Purchaser or
underwriter or

<PAGE>

                                                                              18

control person of any of them under the indemnity agreement in this subsection
(a) with respect to any preliminary Prospectus to the extent that any such loss,
claim, damage or liability of such Holder of Transfer Restricted Securities,
Initial Purchaser or underwriter or control person of any of them results from
the fact that such Holder, Initial Purchaser or underwriter or control person of
any of them sold Transfer Restricted Securities to a Person as to whom it shall
be established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the final Prospectus in any case where such
delivery is required by the Securities Act if the Company had previously
furnished copies thereof in sufficient quantities to such Holder of Transfer
Restricted Securities, Initial Purchaser or underwriter or control person of any
of them and the loss, claim, damage or liability of such Holder of Transfer
Restricted Securities, Initial Purchaser or underwriter or control person of any
of them results from an untrue statement or omission of a material fact
contained in the preliminary Prospectus which was (i) identified to such Holder
of Transfer Restricted Securities, Initial Purchaser or underwriter or control
person of any of them at or prior to the earlier of the filing with the
Commission or the furnishing to such Holder of Transfer Restricted Securities,
Initial Purchaser or underwriter or control person of any of them of the
corrected Prospectus and (ii) corrected in the final Prospectus. The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to any Holder of Transfer Restricted Securities, Initial
Purchaser or underwriter or control person of any of them.

                  (b)      (i) The holders of Transfer Restricted Securities
agree, severally and not jointly, to indemnify and hold harmless each 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, its directors and officers 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 6, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Shelf 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 received by
the Company from or on behalf of such Holder of Transfer Restricted Securities
(which also acknowledges the indemnity provisions herein) or any person, who
controls any such Holder of Transfer Restricted Securities expressly for use in
the Shelf Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

                  (ii)     The Initial Purchasers agree to indemnify and hold
harmless the Company, its directors and officers, the Holders of Transfer
Restricted Securities, and each person, if any, who controls the Company or any
Holder of Transfer Restricted 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 6, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements omissions, made in
the Shelf Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Initial Purchasers expressly for use in the Shelf
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

<PAGE>

                                                                              19

                  (c)      Promptly after receipt by an indemnified party under
this Section 6 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying
party under this Section 6, notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party in
this Section 6 to the extent it is not prejudiced as a proximate result of such
failure and in any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Sections 6(a) above, counsel to the indemnified
parties shall be selected by the Representatives, and, in the case of parties
indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company. 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 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. Upon receipt of notice from the indemnifying party
to such indemnified party of such indemnifying party's election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

                  (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 6(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement, compromise or consent to the entry of judgment in
any pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity was or could have
been sought hereunder by such indemnified party, unless such settlement,
compromise or consent includes (i) an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such action,
suit or proceeding and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

                  (e)      If the indemnification provided for in this Section 6
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party

<PAGE>

                                                                              20

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 Transfer Restricted Securities or the Initial Purchasers 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 Holders of the Transfer Restricted Securities or the Initial
Purchasers and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

                  Notwithstanding the provisions of this Section 6, no Holder of
any Transfer Restricted Securities shall be required to indemnify or contribute,
and the Initial Purchasers shall not be required to contribute, any amount in
excess of the amount by which the total price at which the Transfer Restricted
Securities sold by such Holder of Transfer Restricted Securities or Initial
Purchaser exceeds the amount of any damages that such Holder of Transfer
Restricted Securities or Initial Purchasers has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

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

                  For purposes of this Section 6(e), each person, if any, who
controls the Initial Purchaser or any Holder of Transfer Restricted 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 director and officer of the Company or 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.

                  Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 6 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred, but in all
cases, no later than thirty (30) days of invoice to the indemnifying party,
provided, however, that the indemnified party may not issue invoices to the
indemnifying party pursuant to this Section 6 more than once per month.

<PAGE>

                                                                              21

                  7.       Rule 144A. In the event the Company is not subject to
Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding, to
make available to any Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

                  8.       Underwritten Registrations. The Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell such Transfer Restricted Securities in an Underwritten Offering;
provided, however, that no such Holder may participate in any Underwritten
Registration hereunder unless such Holder:

                           (i)      agrees to sell such Holder's Transfer
                  Restricted Securities on the basis provided in any
                  underwriting arrangements approved by the Persons entitled
                  hereunder to approve such arrangements; and

                           (ii)     completes and executes all reasonable
                  questionnaires, powers of attorney, indemnities, underwriting
                  agreements, lock-up letters and other documents required under
                  the terms of such underwriting arrangements.

In any such Underwritten Offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by a
Majority of Holders whose Transfer Restricted Securities are included in such
offering; provided, that such investment bankers and managers must be reasonably
satisfactory to the Company. If requested by the underwriter(s), if any, the
Company agrees to make appropriate officers of the Company available to the
underwriters for meetings with prospective purchasers of the Transfer Restricted
Securities and prepare and present to potential investors customary "road show"
or marketing materials in a manner consistent with other new issuances of other
securities similar to the Transfer Restricted Securities.

                  9.       Miscellaneous.

                  (a)      Actions Affecting Transfer Restricted Securities. The
Company shall not, directly or indirectly, take any action with respect to the
Transfer Restricted Securities as a class that would adversely affect the
ability of the Holders of Transfer Restricted Securities to include such
Transfer Restricted Securities in a registration undertaken pursuant to this
Agreement.

                  (b)      No Inconsistent Agreements. The Company will not, on
or after the date of this Agreement, enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. In addition,
the Company shall not grant to any of its security holders (other than the
Holders of Transfer Restricted Securities in such capacity) the right to include
any of its securities in the Shelf Registration Statement provided for in this
Agreement other than the Transfer Restricted Securities. The Company has not
previously entered into any agreement (which has not expired or been terminated)
granting any registration rights with respect to its securities to any Person
which rights conflict with the provisions hereof.

<PAGE>

                                                                              22

                  (c)      Amendments and Waivers. This Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of a Majority of Holders. 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 Transfer Restricted
Securities whose Securities are being sold pursuant to the Shelf Registration
Statement and that does not directly or indirectly affect the rights of other
Holders of Transfer Restricted Securities may be given by Holders of at least a
majority of the Transfer Restricted Securities being sold by such Holders
pursuant to such Shelf 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.

                  (d)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex,
facsimile transmission, or air courier guaranteeing overnight delivery:

                           (i)      if to a Holder, at the address set forth on
                  the records of the Registrar under the Indenture or the
                  transfer agent of the Common Stock, as the case may be; and

                           (ii)     if to the Company:

                                    Cypress Semiconductor Corporation
                                    3901 North First Street
                                    San Jose, California 95134
                                    Attention: Chief Financial Officer
                                    Tel: (408) 943-2600
                                    Fax: (408) 943-4730

                                    with a copy to:

                                    Wilson Sonsini Goodrich & Rosati
                                    650 Page Mill Road
                                    Palo Alto, California 94304
                                    Attention: Michael Occhiolini
                                    Tel: (650) 493-9300
                                    Fax: (650) 493-6811

                           (iii)    if to the Initial Purchasers:

                                    U.S. Bancorp Piper Jaffray Inc.
                                    345 California Street, Suite 2200
                                    San Francisco, California 94104
                                    Facsimile: (415) 676-2696

<PAGE>

                                                                              23

                                    Attention: General Counsel

                                    with a copy to:

                                    Shearman & Sterling
                                    801 Pennsylvania Avenue
                                    Washington, D.C. 20004-2604
                                    Facsimile: (202) 508-8100
                                    Attention: Abigail Arms

                  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 acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities, in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted 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.

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

                  (g)      Securities Held by the Company or Their Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Transfer Restricted Securities is required hereunder, Transfer Restricted
Securities held by the Company or its "affiliates" (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.

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

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

<PAGE>

                                                                              24

                  (j)      Severability. If 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.

                  (k)      Third Party Beneficiaries. Each Holder of Transfer
Restricted Securities shall be a third party beneficiary to the agreements made
hereunder between the Company, on the one hand, and the Initial Purchaser, on
the other hand, and shall have the right to enforce such agreements directly to
the extent it deems such enforcement necessary or advisable to protect its
rights hereunder. Any Holder shall be bound by the terms and provisions of the
Agreement by reason of its election with respect to the Transfer Restricted
Securities to have its Transfer Restricted Securities included in the Shelf
Registration Statement.

                  (l)      Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and 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. 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 Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

<PAGE>

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

                                         CYPRESS SEMICONDUCTOR CORPORATION

                                         By: /s/ Emmanuel Hernandez
                                             -------------------------------
                                            Name:  Emmanuel Hernandez
                                            Title: Executive Vice President,
                                                   Finance and Administration
                                                   and Chief Financial Officer

                                         U.S. BANCORP PIPER JAFFRAY INC.
                                         CREDIT SUISSE FIRST BOSTON LLC
                                         MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                      INCORPORATED
                                         WACHOVIA SECURITIES, INC.

                                         U.S. BANCORP PIPER JAFFRAY INC.
                                            As Representative of the several
                                            Initial Purchasers

                                         By: /s/ Chris McCabe
                                             --------------------------------
                                            Name:  Chris McCabe
                                            Title: Managing Director