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                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT dated June 5, 2003 (this
"Agreement") is entered into by and among Crum & Forster Holdings Corp., a
Delaware corporation (the "Company"), and the several initial purchasers named
in Schedule I (the "Initial Purchasers"), for whom J.P. Morgan Securities Inc.
is acting as Representative ("Representative").

         The Company, Crum & Forster Holding Inc., Crum & Forster Funding Corp.
("Funding") and the Initial Purchasers are parties to the Purchase Agreement
dated May 29, 2003 (the "Purchase Agreement"), which provides for the sale by
Funding to the Initial Purchasers of $300,000,000 aggregate principal amount of
Funding's 10 3/8% Senior Notes due 2013 (the "Securities"). On the Closing Date
(as defined herein), the Initial Purchasers will deposit, at the instruction of
Funding, with Wilmington Trust Company, as securities intermediary and escrow
agent (the "Securities Intermediary"), the net proceeds of the offering of the
Securities and Funding or a third party acting on behalf of Funding will deposit
certain other funds with the Securities Intermediary. Upon the satisfaction of
certain conditions as set forth in an escrow and pledge agreement to be dated as
of the Closing Date among Funding, the Company, the Trustee and the Securities
Intermediary (together with the securities account control agreement attached
thereto, the "Escrow Agreement"), the Released Amount (as defined in the Escrow
Agreement) of the Escrow Funds (as defined in the Escrow Agreement) will be
released to the Company.

         Upon and subject to release of the Released Amount to the Company
pursuant to the Escrow Agreement, the Company will assume the obligations of
Funding under the Securities and the Indenture (the "Assumption"). The date of
the consummation of the Assumption and release of the Released Amount to the
Company by the Securities Intermediary is referred to herein as the "Assumption
Date." If the Assumption is not completed on or before August 29, 2003 (or such
earlier date as may be required by the Escrow Agreement), Funding will be
required to redeem the Securities at the Special Mandatory Redemption Price (as
defined in the Indenture) on the Special Mandatory Redemption Date (as defined
in the Indenture).

         As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to the Initial Purchasers and their
direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

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

         "Assumption" shall have the meaning set forth in the preamble.

         "Assumption Date" shall have the meaning set forth in the preamble.

         "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed.

         "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

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         "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

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

         "Escrow Agreement" shall have the meaning set forth in the preamble.

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

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

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

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

         "Exchange Securities" shall mean senior notes issued by the Company
under the Indenture containing terms identical to the Securities (except that
the Exchange Securities will not be subject to restrictions on transfer or to
any increase in annual interest rate for failure to comply with this Agreement
and interest thereon shall accrue from the last date on which interest has been
paid on the Securities or, if no such interest has been paid, from the date of
issuance of the Securities) and to be offered to Holders of Securities in
exchange for Securities pursuant to the Exchange Offer.

         "Funding" shall have the meaning set forth in the preamble.

         "Holders" shall mean the Initial Purchasers, for so long as they own
any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become holders of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the
term "Holders" shall include Participating Broker-Dealers.

         "Initial Purchasers" shall have the meaning set forth in the preamble.

         "Indenture" shall mean the Indenture relating to the Securities dated
as of June 5, 2003, between Funding and Trustee, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities owned
directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage or amount.

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         "Participating Broker-Dealers" shall have the meaning set forth in
Section 4(a) hereof.

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

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

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

         "Registrable Securities" shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged, sold or otherwise
disposed of pursuant to such Registration Statement, (ii) when such Securities
are eligible to be sold pursuant to Rule 144(k) (or any similar provision then
in force, but not Rule 144A) under the Securities Act or (iii) when such
Securities cease to be outstanding.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including,
without limitation, (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or any Holder in connection with blue sky qualification of any
Exchange Securities or Registrable Securities), (iii) all expenses of the
Company in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or
supplements thereto and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its counsel,
(vii) the fees and disbursements of counsel for the Company and, in the case of
a Shelf Registration Statement, the reasonable fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority Holders
and (x) which counsel may also be counsel for the Initial Purchasers and (y)
shall be satisfactory to the Company acting reasonably) and (viii) the fees and
disbursements of the independent public accountants of the Company, including
the expenses of any special audits or "comfort" letters required by or incident
to the performance of and compliance with this Agreement, but excluding fees and
expenses of counsel to the Underwriters (other than fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

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

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         "Representative" shall have the meaning set forth in the preamble.

         "SEC" shall mean the Securities and Exchange Commission.

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

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

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

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

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

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company that covers all the Registrable Securities (but no
other securities unless approved by the Holders owning a majority of the
Registrable Securities to be covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

         "Target Exchange Date" shall have the meaning set forth in Section 2(b)
hereof.

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

         "Trustee" shall mean The Bank of New York and its succesors under the
Indenture.

         "Underwriter" shall have the meaning set forth in Section 3 hereof.

         "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

         2.       REGISTRATION UNDER THE SECURITIES ACT. (a) To the extent not
prohibited by any applicable law or applicable interpretations of the staff of
the SEC, the Company shall use its reasonable best efforts to (i) cause to be
filed an Exchange Offer Registration Statement covering an offer to the Holders
to exchange all the Registrable Securities for Exchange Securities and (ii) have
such Exchange Offer Registration Statement remain effective until 180 days after
the closing of the Exchange Offer. The Company shall commence the Exchange Offer
promptly after the Exchange Offer Registration Statement is declared effective
by the SEC and use its reasonable best efforts to complete the Exchange Offer
not later than 60 days after such effective date. For purposes of this section
"complete" shall mean compliance by the Company with the provisions set forth
below in this Section 2(a).

         The Company shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents
to each Holder stating, in addition to such other disclosures as are required by
applicable law:

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(i)      that the Exchange Offer is being made pursuant to this Agreement and
         that all Registrable Securities validly tendered and not properly
         withdrawn will be accepted for exchange;

(ii)     the dates of acceptance for exchange (which shall be a period of at
         least 20 Business Days from the date such notice is mailed) (the
         "Exchange Dates");

(iii)    that any Registrable Security not tendered will remain outstanding and
         continue to accrue interest but will not retain any rights under this
         Agreement;

(iv)     that any Holder electing to have a Registrable Security exchanged
         pursuant to the Exchange Offer will be required to surrender such
         Registrable Security, together with the appropriate letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) and in the manner specified
         in the notice, prior to the close of business on the last Exchange
         Date; and

(v)      that any Holder will be entitled to withdraw its election, not later
         than the close of business on the last Exchange Date, by sending to the
         institution and at the address (located in the Borough of Manhattan,
         The City of New York) specified in the notice, a telegram, telex,
         facsimile transmission or letter setting forth the name of such Holder,
         the principal amount of Registrable Securities delivered for exchange
         and a statement that such Holder is withdrawing its election to have
         such Securities exchanged.

         As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company that (i) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (ii) at
the time of the commencement of the Exchange Offer it has no arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, (iii) it is not an "affiliate" (within the
meaning of Rule 405 under Securities Act) of the Company and (iv) if such Holder
is a broker-dealer, it will receive Exchange Securities for its own account in
exchange for Registrable Securities that were acquired as a result of
market-making or other trading activities, and such Holder will deliver a
Prospectus in connection with any resale of such Exchange Securities.

         As soon as practicable after the last Exchange Date, the Company shall

(i)      accept for exchange Registrable Securities or portions thereof validly
         tendered in accordance with the Exchange Offer Registration Statement
         and the letter of transmittal and not properly withdrawn pursuant to
         the Exchange Offer; and

(ii)     deliver, or cause to be delivered, to the Trustee for cancellation all
         Registrable Securities or portions thereof so accepted for exchange by
         the Company and issue, and cause the Trustee to promptly authenticate
         and deliver to each Holder, Exchange Securities equal in principal
         amount to the principal amount of the Registrable Securities
         surrendered by such Holder.

         The Company shall use its reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws
and regulations in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions, other than that each exchange pursuant to the
Exchange Offer

                                       5
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does not violate any applicable law or applicable interpretations
of the staff of the SEC and the due tendering of Registrable Securities in
accordance with the Exchange Offer.

         (b)      In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be completed as soon as practicable after the last Exchange Date because it
would violate any applicable law or applicable interpretations of the Staff of
the SEC, (ii) the Exchange Offer is not for any other reason completed by the
date that is 180 days after the Assumption Date (the "Target Exchange Date") or
(iii) upon completion of the Exchange Offer any Initial Purchaser holding an
unsold allotment of Registrable Securities shall so request or any Initial
Purchaser shall otherwise reasonably request in connection with any offering or
sale of Registrable Securities, the Company shall use its reasonable best
efforts to cause to be filed as soon as practicable after such determination,
date or request, as the case may be, a Shelf Registration Statement providing
for the sale of all the Registrable Securities by the Holders thereof and to
have such Shelf Registration Statement declared effective by the SEC. To the
extent that a Shelf Registration Statement is required to be filed solely
pursuant to clause (ii) above, but the Exchange Offer is completed on a date
later than the Target Exchange Date, upon consummation of such Exchange Offer,
the Company will no longer be required to file, make effective or continue the
effectiveness of such Shelf Registration Statement.

         In the event that the Company is required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company shall
use its reasonable best efforts to file and have declared effective by the SEC
both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer.

         The Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective until there are no longer any
Registrable Securities (the "Shelf Effectiveness Period"). The Company further
agrees to supplement or amend the Shelf Registration Statement and the related
Prospectus if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement
or by the Securities Act or by any other rules and regulations thereunder for
shelf registration or if reasonably requested by a Holder of Registrable
Securities with respect to information relating to such Holder, and to use its
reasonable best efforts to cause any such amendment to become effective and such
Shelf Registration Statement and Prospectus to become usable as soon as
thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

         (c)      The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a) and Section 2(b) hereof. Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement and, except as otherwise
contemplated by this Agreement, any fees and disbursements of any counsel or
experts it retains in connection therewith.

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<PAGE>

         (d)      An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC.

         In the event that either the Exchange Offer is not completed or the
Shelf Registration Statement, if required hereby, is not declared effective on
or prior to the Target Exchange Date, the interest rate on the Registrable
Securities will be increased, up to a maximum of 1.00% per annum of additional
interest, by (i) 0.25% per annum for the first 90-day period immediately
following the Target Exchange Date and (ii) an additional 0.25% per annum with
respect to each subsequent 90-day period, in each case until the Exchange Offer
is completed or the Shelf Registration Statement, if required hereby, is
declared effective by the SEC or the Securities become freely tradable under the
Securities Act.

         If the Shelf Registration Statement has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable at any time during the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 90 days (whether or
not consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by 1.00% per annum commencing on the
31st day in such 12-month period and ending on such date that the Shelf
Registration Statement has again been declared effective or the Prospectus again
becomes usable.

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

         3.       REGISTRATION PROCEDURES. In connection with its obligations
pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as soon as
practicable:

         (a)      prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company, (y) shall, in the case of a Shelf Registration, be available for
the sale of the Registrable Securities by the selling Holders thereof and (z)
shall comply as to form in all material respects with the requirements of the
applicable form and include or incorporate by reference all financial statements
required by the SEC to be filed therewith; and use its reasonable best efforts
to cause such Registration Statement to become effective and remain effective
for the applicable period in accordance with Section 2 hereof;

         (b)      prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement effective for the applicable period in
accordance with Section 2 hereof and cause each Prospectus to be supplemented by
any required prospectus supplement and, as so supplemented, to be filed pursuant
to Rule 424 under the Securities Act; and keep each Prospectus current during
the period described in Section 4(3) of and Rule 174 under the Securities Act
that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities;

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<PAGE>

         (c)      in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for
such Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, upon request, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto, in order to facilitate the sale or other disposition of the
Registrable Securities thereunder; and the Company consents to the use of such
Prospectus and any amendment or supplement thereto in accordance with applicable
law and the other provisions of this Agreement by each of the selling Holders of
Registrable Securities and any such Underwriters in connection with the offering
and sale of the Registrable Securities covered by and in the manner described in
such Prospectus or any amendment or supplement thereto in accordance with
applicable law;

         (d)      use its reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate
with the Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; and do any and all other acts
and things that may be reasonably necessary or advisable to enable each Holder
to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that the Company shall not be required
to (i) qualify as a foreign corporation or other entity or as a dealer in
securities in any such jurisdiction where it would not otherwise be required to
so qualify, (ii) file any general consent to service of process in any such
jurisdiction or (iii) subject itself to taxation or tariff in any such
jurisdiction if it is not so subject;

         (e)      in the case of a Shelf Registration, notify each Holder of
Registrable Securities and counsel for such Holders and counsel for the Initial
Purchasers as soon as practicable and, if requested by any such Holder or
counsel, confirm such advice in writing (i) when a Registration Statement has
become effective and when any post-effective amendment thereto has been filed
and becomes effective, (ii) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to an offering of
such Registrable Securities cease to be true and correct in all material
respects or if the Company receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the
happening of any event during the period a Shelf Registration Statement is
required to be effective pursuant to Section 2(b) that makes any statement made
in such Registration Statement or the related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (vi) of any determination by the Company that a post-effective amendment to
a Registration Statement would be appropriate;

         (f)      use its reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement as soon as
practicable and provide prompt notice to each Holder of the withdrawal of any
such order;

                                       8
<PAGE>

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

         (h)      in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as the selling Holders may reasonably request at
least two Business Days prior to the closing of any sale of Registrable
Securities;

         (i)      in the case of a Shelf Registration, upon the occurrence of
any event contemplated by Section 3(e)(v) hereof, use its reasonable best
efforts to prepare and file with the SEC a supplement or post-effective
amendment to the relevant Registration Statement or the related Prospectus or
any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to purchasers of the Registrable
Securities, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
and the Company shall notify the Holders of Registrable Securities to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event, and such Holders hereby agree to suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission;

         (j)      a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus, provide copies of such document to
counsel for the Initial Purchasers (and, in the case of a Shelf Registration
Statement, to counsel for the Holders of Registrable Securities) and make in the
case of a Shelf Registration Statement, such of the representatives of the
Company as shall be reasonably requested by the Holders of Registrable
Securities or their counsel available for discussion of such document; and, in
the case of an Underwritten Offering, until such distribution is completed the
Company shall not, at any time after initial filing of a Registration Statement,
file any Prospectus, any amendment of or supplement to a Registration Statement
or a Prospectus, or any document that is to be incorporated by reference into a
Registration Statement or a Prospectus, of which counsel for the Initial
Purchasers (and, in the case of a Shelf Registration Statement, counsel for the
selling Holders of Registrable Securities) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the selling Holders or
their counsel) shall reasonably object; provided, that the foregoing shall not
prevent the Company from fulfilling its ongoing reporting requirements under
applicable law;

         (k)      obtain a CUSIP number for all Exchange Securities or
Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement;

         (l)      cause the Indenture to be qualified under the Trust Indenture
Act (unless an exemption therefrom is available) in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be; cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the

                                       9
<PAGE>

Trust Indenture Act; and execute, and use their reasonable best efforts to cause
the Trustee to execute, all documents as may be required to effect such changes
and all other forms and documents required to be filed with the SEC to enable
the Indenture to be so qualified in a timely manner;

         (m)      in the case of a Shelf Registration, make available for
inspection prior to the filing of the Shelf Registration Statement and during
the Shelf Effectiveness Period by a representative of the Holders of the
Registrable Securities (an "Inspector"), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys and
accountants designated by the Holders, at reasonable times and in a reasonable
manner, all pertinent financial and other records, pertinent documents and
properties of the Company, and cause the respective officers, directors and
employees of the Company to supply all information reasonably requested by any
such Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement as shall be reasonably necessary to enable them to
conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act or to otherwise establish any applicable due diligence defense;
provided that if any such information is identified by the Company as being
confidential or proprietary it shall be maintained in confidence and shall not
be disclosed to any other Person until such time as (1) the disclosure of such
information is required to be set forth in the Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement as the case
may be, does not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
(in which case the subject information may only be disclosed to another Person
following such time as the Shelf Registration Statement in which such
information is included is publicly filed by the Company with the SEC), (2) such
Person shall be legally compelled to disclose such information pursuant to a
subpoena or other order from a court of competent jurisdiction (but only after
such Person shall have given the Company prior written notice of such
requirement) or (3) the information has been made generally available to the
public. Each such Inspector or other Person will be required to agree to keep
information obtained by it as a result of its inspections pursuant to this
Agreement confidential and not to use such information as the basis for any
market transactions in the securities of the Company unless and until such is
made generally available to the public. Each such Inspector or other Person will
be required to further agree that it will, upon learning that disclosure of such
information is sought under (1) above, give notice to the Company and allow the
Company at its expense to undertake appropriate action to prevent disclosure of
the information deemed confidential;

         (n)      in the case of a Shelf Registration, use its reasonable best
efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued by
the Company are then listed if requested by the Majority Holders, to the extent
such Registrable Securities satisfy applicable listing requirements;

         (o)      if reasonably requested by any Holder of Registrable
Securities covered by a Shelf Registration Statement, promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect
to such Holder as such Holder reasonably requests to be included therein and
make all required filings of such Prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received
notification of the matters to be incorporated in such filing; and

                                       10
<PAGE>

         (p)      in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions as may be reasonably requested in
connection therewith (including those requested by the Holders of a majority in
principal amount of the Registrable Securities being sold) in order to expedite
or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (i) to the extent
possible, make such representations and warranties to the Holders and any
Underwriters of such Registrable Securities with respect to the business of the
Company and its subsidiaries, the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if any,
in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when
requested, (ii) in connection with an Underwritten Offering, obtain an opinion
of counsel to the Company (which counsel and opinion, in scope and substance
similar to that provided in the Purchase Agreement, as modified for a registered
offering, shall be reasonably satisfactory to the Holders and such Underwriters
and their respective counsel) addressed to each selling Holder and Underwriter
of Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) in connection with an Underwritten
Offering, obtain "comfort" letters from the independent certified public
accountants of the Company (and, if necessary, any other certified public
accountant 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 and
Underwriter of Registrable Securities, such letters to be in customary form and
covering matters of the type customarily covered in "comfort" letters in
connection with underwritten offerings and (iv) in connection with an
Underwritten Offering, deliver such documents and certificates as may be
reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company made pursuant to clause (i) above
and to evidence compliance with any customary conditions contained in an
underwriting agreement.

         In the case of a Shelf Registration Statement, the Company may require,
as a condition to including such Holder's Registrable Securities in such Shelf
Registration Statement, each Holder of Registrable Securities to furnish to the
Company such information regarding such Holder and the proposed disposition by
such Holder of such Registrable Securities as the Company may from time to time
reasonably request in writing.

         In the case of a Shelf Registration Statement, each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(e)(iii) or
3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(i) hereof and, if so directed by the Company, such Holder will deliver
to the Company all copies in its possession, other than permanent file copies
then in such Holder's possession, of the Prospectus covering such Registrable
Securities that is current at the time of receipt of such notice.

         If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company shall
extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders shall have received copies of the supplemented or amended
Prospectus necessary to

                                       11
<PAGE>

resume such dispositions. The Company may give any such notice only twice during
any 365-day period and any such suspensions shall not exceed 45 days for each
suspension and there shall not be more than two suspensions in effect during any
365-day period.

         The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering subject, in the case of any
Underwriter other than any Initial Purchaser, to the consent of the Company,
such consent not to be unreasonably withheld or delayed.

         4.       PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER. (a) The
staff of the SEC has taken the position that any broker-dealer that receives
Exchange Securities for its own account in the Exchange Offer in exchange for
Securities that were acquired by such broker-dealer as a result of market-making
or other trading activities (a "Participating Broker-Dealer") may be deemed to
be an "underwriter" within the meaning of the Securities Act with respect to
resales of Exchange Securities and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities.

         The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their own
accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.

         (b)      In light of the above, and notwithstanding the other
provisions of this Agreement, the Company agrees to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as would
otherwise be contemplated by Section 3(i), for a period of up to 180 days after
the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement), if requested by one or
more Participating Broker-Dealers, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the staff of the SEC recited in Section 4(a)
above. The Company further agrees that Participating Broker-Dealers shall be
authorized to deliver such Prospectus during such period (but not thereafter) in
connection with the resales contemplated by this Section 4.

         (c)      The Initial Purchasers shall have no liability to the Company
or any Holder with respect to any request that they may make pursuant to Section
4(b) above.

         5.       INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who
controls any Initial Purchaser or any Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (collectively, the
"Indemnified Parties"), from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted, as

                                       12
<PAGE>

such fees and expenses are incurred), joint or several, that arise out of, or
are based upon, any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any Prospectus or any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial
Purchaser or any Holder furnished to the Company in writing through J.P. Morgan
Securities Inc. or any selling Holder expressly for use therein; and provided,
further, that with respect to any such untrue statement in or omission from any
related preliminary prospectus, the indemnity agreements contained in this
Section 6(a) shall not inure to the benefit of any Holder from which the person
asserting such loss, claim, damage, liability or action received Registrable
Securities or Exchange Securities to the extent that such loss, claim, damage,
liability or action of or with respect to such holder results from the fact that
(A) such Holder had a duty to deliver a Prospectus in connection with a sale of
Registrable Securities by it; (B) a copy of the final prospectus was not sent or
given to such person at or prior to the written confirmation of the sale of such
Registrable Securities or Exchange Securities to such person and (C) the untrue
statement in or omission from the related preliminary prospectus was corrected
in the final prospectus unless, in either case, the Company had not provided
such final Prospectus to such Holder. In connection with any Underwritten
Offering permitted by Section 3, the Company will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates and
each Person who controls such Persons (within the meaning of the Securities Act
and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

         (b)      Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Initial Purchasers and the other selling
Holders, their respective affiliates, the directors of the Company and each
officer of the Company who signed the Registration Statement and each Person, if
any, who controls the Company, any Initial Purchaser and any other selling
Holder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the indemnity set forth in paragraph (a)
above, but only with respect to any losses, claims, damages or liabilities that
arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement and any Prospectus.

         (c)      If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 5. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the

                                       13

<PAGE>

Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 5 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such counsel
related to such proceeding, as incurred. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless (i)
the Indemnifying Person and the Indemnified Person shall have mutually agreed to
the contrary; (ii) the Indemnifying Person has failed within a reasonable time
to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them, in each of which cases the reasonable fees, disbursements and
other charges of counsel will be at the expense of the Indemnifying Person or
Persons. It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred. Any such separate firm (x)
for any Initial Purchaser, its affiliates, directors and officers and any
control Persons of such Initial Purchaser shall be designated in writing by J.P.
Morgan Securities Inc., (y) for any Holder, its affiliates, directors and
officers and any control Persons of such Holder shall be designated in writing
by the Majority Holders and (z) in all other cases shall be designated in
writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have
requested that an Indemnifying Person reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by this paragraph, the Indemnifying
Person shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after
receipt by the Indemnifying Person of such request and (ii) the Indemnifying
Person shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (A) includes an
unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Person.

         (d)      If the indemnification provided for in paragraphs (a) and (b)
above is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company from the offering of the Securities and the
Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the
other hand, or (ii) if the allocation provided by

                                       14
<PAGE>

clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Indemnifying Person on the one hand and the
Indemnified Person on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the Indemnifying
Person on the one hand and the Indemnified Person on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Indemnifying Person or by
the Indemnified Person and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

         (e)      The Company and the Holders agree that it would not be just
and equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 5, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder exceeds
the amount of any damages that such Holder 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.

         (f)      The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies that may otherwise be available to
any Indemnified Person at law or in equity.

         (g)      The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers or any Holder, their respective affiliates or any
Person controlling any Initial Purchaser or any Holder, or by or on behalf of
the Company its respective affiliates or the officers or directors of or any
Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.

         6.       GENERAL.

         (a)      No Inconsistent Agreements. The Company represents, warrants
and agrees that (i) the rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the
holders of any other outstanding securities issued by the Company under any
other agreement and (ii) the Company has not entered into, and will not after
the date of this Agreement enter into, any agreement that conflicts with or is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.

                                       15
<PAGE>

         (b)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of
the parties hereto.

         (c)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter
at such other address, notice of which is given in accordance with the
provisions of this Section 6(c) (it being understood that, any notice that is
required to be provided to counsel for any Holder may be provided to counsel for
the Initial Purchasers (with reference to the fact that such item is being
provided as a result of not having such Holder's counsel's address for notices)
unless such Holder advises the Company to the contrary). All such notices and
communications shall be deemed to have been duly given at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.

         (d)      Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.
The Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company with respect to any failure by a Holder
to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.

         (e)      Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the Initial
Purchasers, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the rights of other Holders hereunder.

                                       16
<PAGE>

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

         (h)      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         (i)      Miscellaneous. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company and the Initial Purchasers shall
endeavor in good faith negotiations to replace the invalid, void or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, void or unenforceable
provisions.

         (j)      Termination. This Agreement shall automatically terminate if
Funding completes the Special Mandatory Redemption (as defined in the Indenture)
in accordance with the terms of the Indenture and the Escrow Agreement.

                            [Signature Page Follows]

                                       17
<PAGE>

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

                                  CRUM & FORSTER HOLDINGS CORP.

                                  By: /s/ MARY JANE ROBERTSON
                                      ------------------------------------------
                                      Name:  Mary Jane Robertson
                                      Title: Senior Executive Vice President,
                                      Chief Financial Officer and Treasurer

Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES INC.

For itself and on behalf of the
several Initial Purchasers

By: /s/ BENJAMIN BEN-ATTAR
    ----------------------------
    Name:  Benjamin Ben Attar
    Title: Vice President

                                      S-1

<PAGE>

                                                                      SCHEDULE I

                               Initial Purchasers

         J.P. Morgan Securities Inc.
         Bank of America Securities LLC
         RBC Dominion Securities Corporation
         Ferris, Baker Watts Incorporated