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REGISTRATION RIGHTS AGREEMENT DATED APRIL 4, 2003 BY AND AMONG WILMINGTON TRUST
CORPORATION AND SALOMON SMITH BARNEY INC., SANDLER O'NEILL & PARTNERS, L.P., FTN
          FINANCIAL SECURITIES CORP. AND KEEFE, BRUYETTE & WOODS, INC.



                                   EXHIBIT 4.2
<PAGE>
                          WILMINGTON TRUST CORPORATION

                                  $250,000,000

                       4.875% Subordinated Notes Due 2013

                          Registration Rights Agreement

                                                              New York, New York
                                                                   April 4, 2003


Salomon Smith Barney Inc.

Sandler O'Neill & Partners, L.P.

FTN Financial Securities Corp.

Keefe, Bruyette & Woods, Inc.

As Initial Purchasers

c/o Salomon Smith Barney Inc.

388 Greenwich Street

New York, New York 10013



Ladies and Gentlemen:


      Wilmington Trust Corporation, a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), upon the terms set forth in a purchase agreement dated as
of April 1, 2003 (the "Purchase Agreement"), its 4.875% Subordinated Notes Due
2013 (the "Securities") relating to the initial placement of the Securities (the
"Initial Placement"). To induce the Initial Purchasers to enter into the
Purchase Agreement and to satisfy a condition of your obligations thereunder,
the Company agrees with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) (each a
"Holder" and, together, the "Holders"), as follows:

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

      "Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


                                       1
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      "Affiliate" of any specified person shall mean any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

      "Broker-Dealer" shall mean any broker or dealer registered as such under
the Exchange Act.

      "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

      "Commission" shall mean the Securities and Exchange Commission.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

      "Exchange Offer Prospectus" shall mean the prospectus included in the
Exchange Offer Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the New Securities covered by such Exchange Offer Registration Statement, and
all amendments and supplements thereto and all material incorporated by
reference therein.

      "Exchange Offer Registration Period" shall mean the 180-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

      "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Exchange Offer Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

      "Exchanging Dealer" shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company).

      "Holder" shall have the meaning set forth in the preamble hereto.

      "Indenture" shall mean the Indenture relating to the Securities, dated as
of May 4, 1998, between the Company and Norwest Bank Minnesota, National
Association (now Wells Fargo Bank Minnesota, National Association), as trustee,
as the same may be amended from time to time in accordance with the terms
thereof.

      "Initial Placement" shall have the meaning set forth in the preamble
hereto.


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      "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

      "Losses" shall have the meaning set forth in Section 6(d) hereof.

      "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.

      "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

      "New Securities" shall mean debt securities of the Company identical in
all material respects to the Securities (except that the interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture.

      "Prospectus" shall mean 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 under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

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

      "Registered Exchange Offer" shall mean the proposed offer of the Company,
pursuant to the provisions of Section 2, to issue and deliver to the Holders of
the Securities that are not prohibited by any law or policy of the Commission
from participating in such offer, in exchange for the Securities, a like
aggregate principal amount of the New Securities.

      "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

      "Securities" shall have the meaning set forth in the preamble hereto.

      "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

      "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

      "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Securities or New Securities, as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


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            "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

            "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

            2. Registered Exchange Offer. (a) The Company shall prepare and, not
later than 120 days following the date of the original issuance of the
Securities, shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer. The Company shall use
its reasonable best efforts to (i) cause the Exchange Offer Registration
Statement to become effective under the Act within 210 days of the date of the
original issuance of the Securities and (ii) consummate the Registered Exchange
Offer within 45 days after the Exchange Offer Registration Statement becomes
effective.

            (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

            (c) In connection with the Registered Exchange Offer, the Company
shall:

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

            (ii) keep the Registered Exchange Offer open for not less than 20
      Business Days after the date notice thereof is mailed to the Holders (or,
      in each case, longer if required by applicable law);

            (iii) use its reasonable best efforts to keep the Exchange Offer
      Registration Statement continuously effective, supplemented and amended as
      required, under the Act to ensure that it is available for sales of New
      Securities by Exchanging Dealers during the Exchange Offer Registration
      Period;

            (iv) if the Securities are not represented by a global certificate,
      utilize the services of a depositary for the Registered Exchange Offer
      with an address in the Borough of Manhattan in New York City, which may be
      the Trustee or an Affiliate of the Trustee;

            (v) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York time, on the last Business Day on which
      the Registered Exchange Offer is open;

            (vi) prior to effectiveness of the Exchange Offer Registration
      Statement, if requested or required by the Commission, provide a
      supplemental letter to the


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      Commission (A) stating that the Company is conducting the Registered
      Exchange Offer in reliance on the position of the Commission in Exxon
      Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley
      and Co., Inc. (pub. avail. June 5, 1991); and (B) including a
      representation that the Company has not entered into any arrangement or
      understanding with any person to distribute the New Securities to be
      received in the Registered Exchange Offer and that, to the best of the
      Company's information and belief, each Holder participating in the
      Registered Exchange Offer is acquiring the New Securities in the ordinary
      course of business and has no arrangement or understanding with any person
      to participate in the distribution of the New Securities; and

            (vii) comply in all respects with all applicable laws.

            (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

            (i) accept for exchange all Securities tendered and not validly
      withdrawn pursuant to the Registered Exchange Offer;

            (ii) if the Securities are not represented by a global certificate,
      deliver to the Trustee for cancelation in accordance with Section 4(s) all
      Securities so accepted for exchange; and

            (iii) if the Securities are not represented by a global certificate,
      cause the Trustee promptly to authenticate and deliver to each Holder of
      Securities a principal amount of New Securities equal to the principal
      amount of the Securities of such Holder so accepted for exchange.

            (e) Each Holder hereby acknowledges and agrees that any such Holder
using the Registered Exchange Offer to participate in a distribution of the New
Securities (x) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission in Morgan Stanley and Co.,
Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988), as interpreted in the Commission's letter to Shearman &
Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply
with the registration and prospectus delivery requirements of the Act in
connection with any secondary resale transaction which must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Company that, at the time of the
consummation of the Registered Exchange Offer:

            (i) any New Securities received by such Holder will be acquired in
      the ordinary course of business;

            (ii) such Holder will have no arrangement or understanding with any
      person to participate in the distribution of the Securities or the New
      Securities within the meaning of the Act; and


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            (iii) such Holder is not an Affiliate of the Company.

            (e) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its reasonable best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

            3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Exchange Offer Registration Statement is not declared effective
within 210 days of the date of original issuance of the Securities or the
Registered Exchange Offer is not consummated within 255 days of the date of
original issuance of the Securities; (iii) any Initial Purchaser so requests
with respect to Securities that are not eligible to be exchanged for New
Securities in the Registered Exchange Offer and that are held by it following
consummation of the Registered Exchange Offer; (iv) any Holder (other than an
Initial Purchaser) is not eligible to participate in the Registered Exchange
Offer or does not receive freely tradeable New Securities in the Registered
Exchange Offer other than by reason of such Holder being an Affiliate of the
Company; or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires New Securities pursuant to Section 2(f)
hereof, such Initial Purchaser does not receive freely tradeable New Securities
in exchange for Securities constituting any portion of an unsold allotment (it
being understood that (x) the requirement that an Initial Purchaser deliver a
Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall result in such New Securities being not
"freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an
Exchange Offer Prospectus in connection with sales of New Securities acquired in
the Registered Exchange Offer in exchange for Securities acquired as a result of
market-making activities or other trading activities shall not result in such
New Securities being not "freely tradeable"), the Company shall effect a Shelf
Registration Statement in accordance with subsection (b) below.

            (b) (i)The Company shall as promptly as reasonably practicable (but
in no event more than 45 days after so required or requested pursuant to this
Section 3), file with the Commission and thereafter shall use its reasonable
best efforts to cause to be declared effective under the Act a Shelf
Registration Statement relating to the resale of the Securities or the offer and
sale of the New Securities, as applicable, by the Holders thereof from time to
time in accordance with the methods of distribution elected by such Holders and
set forth in such Shelf Registration Statement; provided, however, that no
Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information


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<PAGE>
required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of
its obligations under this subsection with respect thereto, and any such
Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

            (ii) The Company shall use its reasonable best efforts to keep the
      Shelf Registration Statement continuously effective, supplemented and
      amended as required by the Act, in order to permit the Prospectus forming
      part thereof to be usable by Holders for a period of two years from the
      date the Shelf Registration Statement is declared effective by the
      Commission or such shorter period that will terminate on the earlier of
      (i) the date on which all the Securities or New Securities, as applicable,
      covered by the Shelf Registration Statement have been sold pursuant to the
      Shelf Registration Statement or (ii) the date that is two years from the
      date the Securities were issued by the Company (in any such case, such
      period being called the "Shelf Registration Period"). The Company shall be
      deemed not to have used its reasonable best efforts to keep the Shelf
      Registration Statement effective during the requisite period if it
      voluntarily takes any action that would result in Holders of Securities
      covered thereby not being able to offer and sell such Securities during
      that period, unless (A) such action is required by applicable law; or (B)
      such action is taken by the Company in good faith and for valid business
      reasons (not including avoidance of the Company's obligations hereunder),
      including the acquisition or divestiture of assets, so long as the Company
      promptly thereafter complies with the requirements of Section 4(k) hereof,
      if applicable. Notwithstanding the foregoing, the Company will be entitled
      from time to time to require Holders of the Securities to discontinue the
      sale or other disposition of the Securities or the New Securities pursuant
      to the Shelf Registration Statement for up to 30 days no more than twice
      during any 365-day period.

            4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

            (a) The Company shall:

            (i) furnish to you, not less than five Business Days prior to the
      filing thereof with the Commission, a copy of any Exchange Offer
      Registration Statement and any Shelf Registration Statement, and each
      amendment thereof and each amendment or supplement, if any, to the
      Prospectus included therein (including all documents incorporated by
      reference therein after the initial filing) and shall use its reasonable
      best efforts to reflect in each such document, when so filed with the
      Commission, such comments as you reasonably propose;

            (ii) include the information set forth in Annex A hereto on the
      facing page of the Exchange Offer Registration Statement, in Annex B
      hereto in the forepart of the Exchange Offer Registration Statement in a
      section setting forth details of the Exchange Offer, in Annex C hereto in
      the underwriting or plan of distribution section of the Prospectus
      contained in the Exchange Offer Registration Statement, and in Annex D
      hereto in the letter of transmittal delivered pursuant to the Registered
      Exchange Offer;


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            (iii) if requested by an Initial Purchaser, include the information
      required by Item 507 or 508 of Regulation S-K, as applicable, in the
      Prospectus contained in the Exchange Offer Registration Statement; and

            (iv) in the case of a Shelf Registration Statement, include the
      names of the Holders that propose to sell Securities pursuant to the Shelf
      Registration Statement as selling security holders.

            (b) The Company shall ensure that:

            (i) any Registration Statement and any amendment thereto and any
      Prospectus forming part thereof and any amendment or supplement thereto
      complies in all material respects with the Act and the rules and
      regulations thereunder;

            (ii) any Registration Statement and any amendment thereto does not,
      when it becomes effective, contain an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading; and

            (iii) any Prospectus forming part of any Registration Statement, and
      any amendment or supplement to such Prospectus, does not include an untrue
      statement of a material fact or omit to state a material fact necessary in
      order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading.

            (c) The Company shall advise you, the Holders of Securities covered
by any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has provided in writing to the Company a
telephone or facsimile number and address for notices, and, if requested by you
or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii) through (v) hereof shall be accompanied
by an instruction to suspend the use of the Prospectus until the Company shall
have remedied the basis for such suspension):

            (i) when a Registration Statement and any amendment thereto has been
      filed with the Commission and when the Registration Statement or any
      post-effective amendment thereto has become effective;

            (ii) of any request by the Commission for any amendment or
      supplement to the Registration Statement or the Prospectus or for
      additional information;

            (iii) of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement or the initiation of any
      proceedings for that purpose;

            (iv) of the receipt by the Company of any notification with respect
      to the suspension of the qualification of the securities included therein
      for sale in any jurisdiction or the initiation of any proceeding for such
      purpose; and

            (v) of the happening of any event that requires any change in the
      Registration Statement or the Prospectus so that, as of such date, the
      statements therein are not


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      misleading and do not omit to state a material fact required to be stated
      therein or necessary to make the statements therein (in the case of the
      Prospectus, in the light of the circumstances under which they were made)
      not misleading.

            (d) The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

            (e) The Company shall furnish to each Holder of Securities covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
all material incorporated therein by reference, and, if the Holder so requests
in writing, all exhibits thereto (including exhibits incorporated by reference
therein).

            (f) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Securities in connection with the offering and sale of
the Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.

            (g) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

            (h) The Company shall promptly deliver to each Initial Purchaser,
each Exchanging Dealer and each other person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such person may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.

            (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
Registered Exchange Offer or any


                                       9
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offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.

            (j) The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

            (k) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document or take any other
action so that, as thereafter delivered to the Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section;
provided that such period shall not extend later than two years from the date
the Securities were issued by the Company.

            (l) Not later than the effective date of any Registration Statement,
the Company shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and
provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

            (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

            (n) The Company may require each Holder of Securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such Securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

            (o) In the case of any Shelf Registration Statement, the Company
shall enter into such agreements (including if requested an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is entered into, cause
the same to contain indemnification provisions and procedures no less favorable
than those set forth in Section 6 (or such other provisions and procedures
acceptable to the Majority Holders


                                       10
<PAGE>
and the Managing Underwriters, if any) with respect to all parties to be
indemnified pursuant to Section 6.

            (p) In the case of any Shelf Registration Statement, the Company
shall:

            (i) make reasonably available for inspection by the Holders of
      Securities to be registered thereunder, any underwriter participating in
      any disposition pursuant to such Registration Statement, and any attorney,
      accountant or other agent retained by the Holders or any such underwriter
      all relevant financial and other records, pertinent corporate documents
      and properties of the Company and its subsidiaries;

            (ii) cause the Company's officers, directors and employees to supply
      all relevant information reasonably requested by or on behalf of the
      Holders or any such underwriter, attorney, accountant or agent in
      connection with any such Registration Statement as is customary for
      similar due diligence examinations; provided, however, that any
      information that is designated in writing by the Company, in good faith,
      as confidential at the time of delivery of such information shall be kept
      confidential by the Holders or any such underwriter, attorney, accountant
      or agent, unless such disclosure is made in connection with a court
      proceeding or required by law, or such information becomes available to
      the public generally or through a third party without an accompanying
      obligation of confidentiality; provided further, that, notwithstanding
      anything herein to the contrary, any Holder or any such underwriter,
      attorney, accountant or agent (and any of its employees, representatives
      or other agents) may disclose to any and all persons, without limitation
      of any kind, the tax treatment and tax structure of the transactions
      contemplated by this Agreement and all materials of any kind (including
      opinions or other tax analyses) that are provided to it relating to such
      tax treatment and tax structure, except that tax treatment and tax
      structure shall not include the identity of it (or any of its affiliates);

            (iii) make such representations and warranties to the Holders of
      Securities registered thereunder and the underwriters, if any, in form,
      substance and scope as are customarily made by issuers to underwriters in
      primary underwritten offerings and covering matters including, but not
      limited to, those set forth in the Purchase Agreement;

            (iv) obtain opinions of counsel to the Company and updates thereof
      (which counsel and opinions (in form, scope and substance) shall be
      reasonably satisfactory to the Managing Underwriters, if any) addressed to
      each selling Holder and the underwriters, if any, covering such matters as
      are customarily covered in opinions requested in underwritten offerings
      and such other matters as may be reasonably requested by such Holders and
      underwriters;

            (v) to the extent reasonably required by the Managing Underwriters,
      if any, obtain "cold comfort" letters and updates thereof from the
      independent certified public accountants of the Company (and, if
      necessary, any other independent certified public accountants of any
      subsidiary of the Company or of any business acquired by the Company for
      which financial statements and financial data are, or are required to be,
      included in the Registration Statement), addressed to each selling Holder
      of Securities registered thereunder and the underwriters, if any, in
      customary form and covering


                                       11
<PAGE>
      matters of the type customarily covered in "cold comfort" letters in
      connection with primary underwritten offerings; and

            (vi) deliver such documents and certificates as may be reasonably
      requested by the Majority Holders and the Managing Underwriters, if any,
      including those to evidence compliance with Section 4(k) and with any
      customary conditions contained in the underwriting agreement or other
      agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this subsection
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

            (q) In the case of any Exchange Offer Registration Statement, the
Company shall, to the extent required by any of the Initial Purchasers:

            (i) make reasonably available for inspection by each Initial
      Purchaser, and any attorney, accountant or other agent retained by each
      Initial Purchaser, all relevant financial and other records, pertinent
      corporate documents and properties of the Company and its subsidiaries;

            (ii) cause the Company's officers, directors and employees to supply
      all relevant information reasonably requested by such Initial Purchaser or
      any such attorney, accountant or agent in connection with any such
      Registration Statement as is customary for similar due diligence
      examinations; provided, however, that any information that is designated
      in writing by the Company, in good faith, as confidential at the time of
      delivery of such information shall be kept confidential by each Initial
      Purchaser or any such attorney, accountant or agent, unless such
      disclosure is made in connection with a court proceeding or required by
      law, or such information becomes available to the public generally or
      through a third party without an accompanying obligation of
      confidentiality; provided further, that, notwithstanding anything herein
      to the contrary, any Initial Purchaser or any such attorney, accountant or
      agent (and any of its employees, representatives or other agents) may
      disclose to any and all persons, without limitation of any kind, the tax
      treatment and tax structure of the transactions contemplated by this
      Agreement and all materials of any kind (including opinions or other tax
      analyses) that are provided to it relating to such tax treatment and tax
      structure, except that tax treatment and tax structure shall not include
      the identity of it (or any of its affiliates);

            (iii) make such representations and warranties to each Initial
      Purchaser, in form, substance and scope as are customarily made by issuers
      to underwriters in primary underwritten offerings and covering matters
      including, but not limited to, those set forth in the Purchase Agreement;

            (iv) obtain opinions of counsel to the Company and updates thereof
      (which counsel and opinions (in form, scope and substance) shall be
      reasonably satisfactory to such Initial Purchaser and its counsel,
      addressed to such Initial Purchaser, covering such matters as are
      customarily covered in opinions requested in underwritten offerings and


                                       12
<PAGE>
      such other matters as may be reasonably requested by such Initial
      Purchaser or its counsel;

            (v) obtain "cold comfort" letters and updates thereof from the
      independent certified public accountants of the Company (and, if
      necessary, any other independent certified public accountants of any
      subsidiary of the Company or of any business acquired by the Company for
      which financial statements and financial data are, or are required to be,
      included in the Registration Statement), addressed to such Initial
      Purchaser, in customary form and covering matters of the type customarily
      covered in "cold comfort" letters in connection with primary underwritten
      offerings, or if requested by such Initial Purchaser or its counsel in
      lieu of a "cold comfort" letter, an agreed-upon procedures letter under
      Statement on Auditing Standards No. 35, covering matters requested by such
      Initial Purchaser or its counsel; and

            (vi) deliver such documents and certificates as may be reasonably
      requested by such Initial Purchaser or its counsel, including those to
      evidence compliance with Section 4(k) and with conditions customarily
      contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
subsection shall be performed at the close of the Registered Exchange Offer.

            (r) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or cause to be marked, on the Securities so exchanged that such Securities
are being canceled in exchange for the New Securities.

            (s) The Company will use its reasonable best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

            (t) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

            (i) if such Rules or By-Laws shall so require, engaging a "qualified
      independent underwriter" (as defined in such Rules) to participate in the
      preparation of the Registration Statement, to exercise usual standards of
      due diligence with respect thereto and, if any portion of the offering
      contemplated by such Registration Statement is an


                                       13
<PAGE>
      underwritten offering or is made through a placement or sales agent, to
      recommend the yield of such Securities;

            (ii) indemnifying any such qualified independent underwriter to the
      extent of the indemnification of underwriters provided in Section 6
      hereof; and

            (iii) providing such information to such Broker-Dealer as may be
      required in order for such Broker-Dealer to comply with the requirements
      of such Rules.

            (u) The Company shall use its reasonable best efforts to take all
other steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

            5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

            6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of a Prospectus, in light of the circumstance under which they were
made), and agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any such Holder
specifically for inclusion therein; provided further, that with respect to any
untrue statement or omission of material fact made in any preliminary
Prospectus, the indemnity agreement contained in this Section 6(a) shall not
inure to the benefit of any Holder of Securities or New Securities from whom the
person asserting any such loss, claim, damage or liability purchased the
Securities or New Securities concerned, to the extent that any such loss, claim,
damage or liability of such Holder of Securities or New Securities occurs under
the


                                       14
<PAGE>
circumstances where it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (x) the Company had
previously furnished copies of the Prospectus to such Holder of Securities or
New Securities, (y) the untrue statement or omission of a material fact
contained in such preliminary Prospectus was corrected in the Prospectus and (z)
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such securities to such person, a copy of the
Prospectus. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.

            The Company also agrees to indemnify or contribute as provided in
Section 6(d) to Losses of each underwriter of Securities or New Securities, as
the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

            (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally and
not jointly agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs such Registration Statement and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

            (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses


                                       15
<PAGE>
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party; (iii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice
of the institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. It is understood, however, that the Company shall, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of only one
separate firm of attorneys (in addition to any local counsel) at any time for
all such indemnified parties and controlling persons, which firm shall be
designated in writing by Salomon Smith Barney and shall be reasonably
satisfactory to the Company. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the Initial Placement (before
deducting expenses) as set forth on the cover page of the Final Memorandum.
Benefits received by the Initial Purchasers and any other Holders shall be
deemed to be equal to the total purchase discounts and commissions as set forth
on the cover page of the Final Memorandum. Benefits received by any underwriter
shall be deemed to be equal to the total underwriting discounts and commissions,
as set forth on the cover page of the Prospectus forming a part of the
Registration Statement which resulted in such Losses. Relative fault shall be
determined by reference to, among other things, whether any alleged untrue
statement or omission relates to information provided by the indemnifying party,
on the one hand, or by the indemnified party, on the other hand, the intent of
the parties and their


                                       16
<PAGE>
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

            (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the directors, officers, employees, agents or controlling
persons referred to in this Section hereof, and will survive the sale by a
Holder of securities covered by a Registration Statement.

            7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders, subject to the approval of the Company, which
approval shall not be unreasonably withheld.

            (b) No person may participate in any underwritten offering pursuant
to any Shelf Registration Statement, unless such person (i) agrees to sell such
person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

            8. No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

            9. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
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 the Holders of at least a majority of the then outstanding aggregate
principal amount of Securities (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure


                                       17
<PAGE>
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities or New Securities, as the case may be,
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

            10. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

            (a) if to a Holder, at the most current address given by such Holder
to the Company in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with a copy in like manner to Salomon
Smith Barney Inc., at the address set forth on the first page of this Agreement;

            (b) if to you, initially at the respective addresses set forth in
the Purchase Agreement; and

            (c) if to the Company, initially at its address set forth in the
Purchase Agreement.

            All such notices and communications shall be deemed to have been
duly given when received.

            The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

            11. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

            12. Counterparts. This Agreement may be in signed counterparts, each
of which shall be an original and all of which together shall constitute one and
the same agreement.

            13. Headings. The headings used herein are for convenience only and
shall not affect the construction hereof.

            14. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

            15. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected


                                       18
<PAGE>
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

            16. Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates shall be disregarded and
deemed not to be outstanding in determining whether such consent or approval was
given by the Holders of such required percentage.


                                       19
<PAGE>
            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                         Very truly yours,

                                         Wilmington Trust Corporation,

                                         by

                                             /s/ David R. Gibson
                                             --------------------
                                             Name:  David R. Gibson
                                             Title: Executive Vice President
                                                    and Chief Financial Officer


                                       20
<PAGE>
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Smith Barney Inc.
Sandler O'Neill & Partners, L.P.
FTN Financial Securities Corp.
Keefe, Bruyette & Woods, Inc.




By:      Salomon Smith Barney Inc.


by
     /s/ Peter Kapp
     --------------
     Name:  Peter Kapp
     Title: Vice President

For themselves and the other several Initial
Purchasers named in Schedule II to
the Purchase Agreement.


                                       21
<PAGE>
ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a Broker-Dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business 180 days after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution".


                                       22
<PAGE>
ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange
for Securities, where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Securities. See "Plan of Distribution".


                                       23
<PAGE>
ANNEX C

                              PLAN OF DISTRIBUTION

            Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200_, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

            The Company will not receive any proceeds from any sale of New
Securities by Brokers-Dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, prices related to such prevailing market prices or negotiated prices.
Any such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such Broker-Dealer and/or the purchasers of any such New Securities.
Any Broker-Dealer that resells New Securities that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit resulting
from any such resale of New Securities and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a Broker-Dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

            For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

            [If applicable, add information required by Regulation S-K Items 507
and/or 508. S-K 502(b) legend must appear on the back cover.]


                                       24
<PAGE>
ANNEX D

Rider A

      /__/  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
            ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
            OR SUPPLEMENTS THERETO, OTHER THAN ANY INFORMATION OR DOCUMENTS
            INCORPORATED BY REFERENCE THEREIN.

            Name:
                      --------------------------------------------
            Address:
                      --------------------------------------------

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


                                       25