REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of September 9, 1997 by and among Fred Meyer, Inc., formerly known as
Meyer-Smith Holdco, Inc., a Delaware corporation (the "Company"), The Yucaipa
Companies, a California general partnership ("Yucaipa") and each of the holders
of the Company Common Stock (as hereinafter defined) executing this Agreement
(each a "Holder" and collectively, the "Holders").

     WHEREAS, this Agreement is made pursuant to that certain Agreement and Plan
of Reorganization and Merger dated as of May 11, 1997 (the "Reorganization
Agreement") by and between Smith's Food & Drug Centers, Inc., a Delaware
corporation ("Smith") and Fred Meyer, Inc., a Delaware corporation ("Fred
Meyer"), under which the execution and delivery of this Agreement is a condition
to the closing of the transactions contemplated thereby.

     NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the parties hereto agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS. Capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Reorganization
Agreement. In addition, the following capitalized terms shall have the meanings
ascribed to them below:

     "Affiliate," as applied to any specified Person, shall mean any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person and, in the case of a Person
who is an individual, shall include (i) members of such specified Person's
immediate family (as defined in Instruction 2 of Item 404(a) of Regulation S-K
under the Securities Act) and (ii) trusts, the trustee and all beneficiaries of
which are such specified Person or members of such Person's immediate family as
determined in accordance with the foregoing clause (i). For the purposes of this
definition, "control," when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Business Day" means any day that is not a Saturday, Sunday or a day on
which banking institutions in New York, New York or Los Angeles, California are
not required to be open.

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     "Company Common Stock" means the common stock, par value $.01 per share, of
the Company.

     "Deferral Period" is defined in Section 2.1.

     "Demand Notice" is defined in Section 2.1.

     "Demand Registration" is defined in Section 2.1.

     "Demanding Holder" means any Holder initiating a registration request in
compliance with Section 2.1(a); provided that any action required or permitted
to be taken under this Agreement by any Demanding Holders shall be taken by
action of the holders of a majority of the Registrable Securities held by such
Demanding Holders.

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

     "Holders" means the holders of Company Common Stock and of the Warrants who
have executed this Agreement, and the transferees of each of them.

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

     "Piggyback Registration" is defined in Section 2.2.

     "Piggyback Holder" is defined in Section 2.2.

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

     "Public Distribution" shall mean any bona fide underwritten public
distribution of Stock pursuant to an effective registration statement under the
Securities Act or any other applicable law, or any bona fide public sale in an
open market transaction under Rule 144 of the Securities Act (or any successor
rule) if such sale is in compliance with the requirements of paragraphs (c),
(d), (e), (f) and (g) of such Rule (notwithstanding the provisions of paragraph
(k) of such Rule).

     "Public Offering" shall mean any bona fide underwritten public distribution
of Stock pursuant to an effective registration statement under the Securities
Act or any other applicable law.

     "Registrable Securities" means each share of Stock held by the Holders, or
acquired by the Holders after the date hereof, until (i) it has been effectively
registered under

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the Securities Act and disposed of by such Holders pursuant to an effective
registration statement, or (ii) it is sold by such Holders pursuant to Rule 144
(or any similar provisions then in force) under the Securities Act. "Registrable
Securities" shall include all shares of Company Common Stock issued or issuable
upon exercise of the Warrants.

     "Registration Statement" means any registration statement of the Company
relating to a Demand Registration pursuant to Section 2.1, a Piggyback
Registration pursuant to Section 2.2, or a Shelf Registration pursuant to
Section 2.3, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.

     "Restricted Registration" means any public offering of Registrable
Securities pursuant to a Registration Statement in which the aggregate number of
shares proposed to be offered by the Smith Group and the Yucaipa Group is
restricted by the managing underwriter(s) as contemplated by Sections 2.1(e) and
2.2(b) hereof.

     "SEC" means the Securities and Exchange Commission.

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

     "Selling Holder" means a Holder who sells or proposes to sell Registrable
Securities pursuant to a Registration Statement under the Securities Act.

     "Shelf Registration" or "Shelf Registration Statement" is defined in
Section 2.3.

     "Smith Group" is defined in Section 2.1(a).

     "Stock" means the following securities: (i) the Company Common Stock or
(ii) any security or other instrument (a) received as a dividend on, or other
payment made to the holders of, the Company Common Stock (or any other security
or instrument referred to in this definition) or (b) issued in connection with
a split of the Company Common Stock (or any other security or instrument
referred to in this definition) or as a result of any exchange or
reclassification of the Company Common Stock (or any other security or
instrument referred to in this definition), reorganization, consolidation,
merger or recapitalization.

     "Underwritten Registration" or "Underwritten Offering" means a registration
in which Stock of the Company is sold to an underwriter for re-offering to the
public.

     "Warrants" means the Smith's Warrants as modified pursuant to Section
2.1(e) of the Reorganization Agreement.

     "Yucaipa Group" is defined in Section 2.1(a).

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                                   ARTICLE II

                               REGISTRATION RIGHTS

     SECTION 2.1 DEMAND REGISTRATIONS.

     (a) Request for Registration. At any time and from time to time on or after
the Effective Time (as defined in the Reorganization Agreement), each of (i) the
holders of a majority of the Registrable Securities held by Yucaipa and its
Affiliates and transferees of any of the foregoing, as a group (the "Yucaipa
Group"), and (ii) the holders of a majority of the Registrable Securities held
by Jeffrey P. Smith, Richard D. Smith and Fred L. Smith or members of their
respective families, or any trust of which any of the foregoing are
beneficiaries, as a group (the "Smith Group"), may make two written requests of
the Company for registration with the SEC, under and in accordance with the
provisions of the Securities Act, of all or part (but not less than one million
(1,000,000) shares of Registrable Securities) of their Registrable Securities (a
"Demand Registration") by giving written notice to the Company of such demand (a
"Demand Notice"), provided that the Company shall be required to effect only one
Demand Registration during any six-month period. Each such Demand Notice will
specify the number of Registrable Securities proposed to be sold pursuant to
such Demand Registration and will also specify the intended method of
disposition thereof.

     Promptly after receipt of any Demand Notice, but in no event later than 60
days after receipt of such Demand Notice, the Company shall file a Registration
Statement with the SEC with respect to the Registrable Securities included in
the Demand Notice and shall use its best efforts to have such Registration
Statement declared effective as promptly as practicable; provided, however, that
the Company may postpone the filing of such Registration Statement for a period
of up to 90 days (the "Deferral Period") if the Board of Directors reasonably
determines that (i) such a filing would adversely affect any proposed financing,
acquisition, divestiture or other material transaction by the Company or (ii)
such a filing would otherwise represent an undue hardship for the Company. The
Company shall not be entitled to request more than one such deferral with
respect to any group of Holders requesting a Demand Registration within any
365-day period. If the Company does elect to defer any such Demand Registration,
the Holders requesting such Demand Registration may, at their election by
written notice to the Company, (i) confirm their request to proceed with such
Demand Registration upon the expiration of the Deferral Period or (ii) withdraw
their request for such Demand Registration in which case no such request for a
Demand Registration shall be deemed to have occurred for purposes of this
Agreement.

     The Company shall give written notice of any Demand Notice by any Holder,
which request complies with this Section 2.1(a), within 5 days after the receipt
thereof, to each Holder who did not initially join in such request. Within 10
days after receipt of such notice, any such Holder may request in writing that
its Registrable Securities be included in such registration, and the Company
shall include in the Demand Registration the Registrable Securities of each such
Holder requested to be so included, subject to the provisions of Section

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2.1(e). Each such request shall specify the number of shares of Registrable
Securities proposed to be sold and the intended method of disposition thereof.

     (b) Effective Registration. Except as provided in subsection (c) below, a
registration will not be deemed to have been effected as a Demand Registration
unless it has been declared effective by the SEC; provided that if, after it has
become effective, the offering of Registrable Securities pursuant to such
registration is or becomes the subject of any stop order, injunction or other
order or requirement of the SEC or any other governmental or administrative
agency, or if any court prevents or otherwise limits the sale of Registrable
Securities pursuant to the registration (for any reason other than the acts or
omissions of the Holders), such registration will be deemed not to have been
effected. If (i) a registration requested pursuant to this Section 2.1 is deemed
not to have been effected in accordance with the provisions of the preceding
sentence or (ii) the registration requested pursuant to this Section 2.1 does
not remain continuously effective for a period of at least 90 days beyond the
effective date thereof or until the consummation of the distribution by the
Holders of the Registrable Securities included in such registration statement
(the "Demand Registration Statement"), then such Demand Registration Statement
shall not count as a Demand Registration that may be requested by the Demanding
Holder(s) in question and the Company shall continue to be obligated to effect a
registration pursuant to this Section 2.1.

     (c) Withdrawal. The Demanding Holders may withdraw all or any part of the
Registrable Securities from a Demand Registration at any time (whether before or
after the filing or effective date of the Demand Registration Statement), and if
all such Registrable Securities are withdrawn, to withdraw the demand related
thereto. If at any time a registration statement is filed pursuant to a Demand
Registration, and subsequently a sufficient number of Registrable Securities are
withdrawn from the Demand Registration so that such Demand Registration
Statement does not cover at least the required amounts specified by Section
2.1(a), and an additional number of Registrable Securities is not so included,
the Company may (or shall, if requested by the Demanding Holders) withdraw such
Demand Registration Statement; provided that such withdrawn registration
statement will count as a Demand Registration unless the Demanding Holders elect
to bear the expenses associated with such withdrawn registration statement. If
the Demanding Holders elect to bear such expenses, such expenses shall be borne
by the Demanding Holder(s) whose withdrawal of Registrable Securities resulted
in such Demand Registration Statement not covering the specified required
amounts.

     (d) Selection of Underwriter. If the Demanding Holders so elect, the
offering of Registrable Securities pursuant to a Demand Registration shall be in
the form of an Underwritten Offering. The Demanding Holders shall select one or
more nationally recognized firms of investment bankers to act as the managing
Underwriter or Underwriters in connection with such offering and shall select
any additional investment bankers and managers to be used in connection with
such offering; provided that such investment bankers and managers must be
reasonably satisfactory to the Company. The Company shall (together with all
Holders of Registrable Securities proposing to distribute such Registrable
Securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting in the manner set forth above.

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     (e) Priority on Demand Registrations. If, in any Demand Registration
involving an Underwritten Offering the managing underwriter or underwriters
thereof advise the Demanding Holders or the Company in writing that in its or
their reasonable opinion the number of Registrable Securities proposed to be
sold in such Demand Registration exceeds the number that can be sold in such
offering or will adversely affect the success of such offering (including,
without limitation, an impact on the selling price or the number of Registrable
Securities that any participant may sell), the Company shall include in such
registration only the number of Registrable Securities, if any, which in the
opinion of such underwriter or underwriters can be sold without having an
adverse effect on the success of the offering and in accordance with the
following priority: (i) first, Registrable Securities held by Demanding Holders
in the group initially requesting such registration, allocated pro rata among
such group (based upon the number of Registrable Securities requested to be
included in such Demand Registration) and (ii) second, pro rata (based upon the
number of Registrable Securities requested to be included in such registration
by such Holders) among the other Holders of Registrable Securities who have
requested to include Registrable Securities in such registration. If all
Registrable Securities requested to be sold in the Underwritten Offering are
included therein, the Company may include other shares of Stock in such offering
in accordance with the following priority, but not to exceed the number
recommended by the managing underwriter or underwriters: (x) first, pro rata
among any other stockholders of the Company having piggyback or other similar
registration rights and (y) second, shares of Stock proposed to be sold by or
for the account of the Company. Notwithstanding the foregoing, if prior to the
filing of any Demand Registration Statement, the Company has received Demand
Notices from both the Smith Group and the Yucaipa Group, then the Smith Group
and the Yucaipa Group shall be permitted to include their Registrable Securities
in any such Demand Registration on an equal basis (i.e. each group will be
entitled to 50% of the remaining share allocation, or such greater percentage as
may be available if the other group elects not to fill its entire 50%
allocation).

     SECTION 2.2 PIGGYBACK REGISTRATIONS.

     (a) Right to Participate in Registration. If at any time the Company
proposes to file a registration statement under the Securities Act with respect
to an offering by the Company for its own account or for the account of any
holders of any class of common equity securities (other than (i) a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
SEC) or (ii) a registration statement filed in connection with a Demand
Registration or a Shelf Registration or (iii) a registration statement filed in
connection with an offering of securities solely to the Company's existing
securityholders), then the Company shall give written notice of such proposed
filing to the Holders as soon as practicable (but in no event less than 20 days
before the anticipated filing date), and such notice shall offer such Holder the
opportunity to register such number of shares of Registrable Securities as each
such Holder may request, which request shall specify the Registrable Securities
intended to be disposed of by such Holder and the intended method of
distribution thereof (or, if the offering is a proposed Underwritten Offering,
that such Holder elects to have the number of Registrable Securities so
specified included in such Underwritten Offering) (a "Piggyback Registration").

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     The Company shall use its best efforts to cause the managing Underwriter or
Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders thereof to be included in a Piggyback
Registration (the "Piggyback Holders") to be included on the same terms and
conditions as any similar securities of the Company or any other securityholder
included therein and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method of distribution thereof.

     No registration effected under this Section 2.2 and no failure to effect a
registration under this Section 2.2(a), shall relieve the Company of its
obligations pursuant to Section 2.1, and no failure to effect a registration
under this Section 2.2(a) and complete the sale of shares in connection
therewith shall relieve the Company of any other obligation under this Agreement
(including, without limitation, the Company's obligations under Sections 3.2 and
4.1).

     (b) Priority on Piggyback Registrations. Unless the registration statement
is being filed pursuant to a Demand Registration (in which case the priority of
piggyback rights shall be as provided in Section 2.1(e) above), if the managing
underwriter or underwriters advise the Company in writing that in its or their
reasonable opinion the number of equity securities of the Company proposed to be
sold in such registration (including Registrable Securities to be included
pursuant to subsection (a) above) will adversely affect the success of such
offering (including, without limitation, an impact on the selling price or the
number of equity securities of the Company that any participant may sell), the
Company shall include in such registration the number of equity securities of
the Company, if any, which in the opinion of such underwriter or underwriters
can be sold without having an adverse effect on the offering and in accordance
with the following priority: (i) first, the securities the Company proposes to
sell for its own account, (ii) second, any Registrable Securities of the Smith
Group and any Registrable Securities of the Yucaipa Group, on an equal basis (as
specified in Section 2.1(e) above), and (iii) third, pro rata based on the
number of Registrable Securities that each Holder or other Person having similar
rights shall have requested to be included therein.

     (c) Withdrawal. The Piggyback Holders may withdraw all or any part of the
Registrable Securities from a Piggyback Registration at any time (before but not
after the effective date of such registration statement), by delivering written
notice of such withdrawal request to the Company, unless such Piggyback
Registration is underwritten, in which case Registrable Securities may not be
withdrawn after the effective date of the Registration Statement.

     (d) Termination of Registration by the Company. If the Company shall
determine for any reason (x) not to register or (y) to delay a registration
which includes Registrable Securities pursuant to this Section 2.2, the Company
may, at its election, give written notice of such determination to the Holders
of the Registrable Securities and, thereupon (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses (as defined below) in connection therewith),
without prejudice, however, to the rights, if any, of any Holder or Holders of
Registrable Securities to request that such

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registration be effected as a Demand Registration under Section 2.1, and (ii) in
the case of a delay in registering, shall be permitted to delay registering any
Registrable Securities for the same period as the delay in registering such
other shares.

     SECTION 2.3 SHELF REGISTRATION.

     (a) Filing and Effectiveness. Upon the request of the Demanding Holders in
the Yucaipa Group at any time, the Company shall cause to be filed with the SEC
as promptly as practicable after such request, but in no event later than 60
days thereafter, a shelf registration statement pursuant to Rule 415 under the
Securities Act (a "Shelf Registration" or a "Shelf Registration Statement"),
which Shelf Registration Statement shall provide for resales of all Registrable
Securities held by members of the Yucaipa Group who shall have provided the
information required pursuant to Section 3.1(b). The Smith Group shall be
afforded the opportunity to include any Registrable Securities held by the Smith
Group in such Shelf Registration. The Company shall use its best efforts to have
such Shelf Registration declared effective and to keep such Shelf Registration
Statement continuously effective, supplemented and amended to the extent
necessary to ensure that it is available for resales of Registrable Securities
by such Holders, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the SEC
as announced from time to time, for a period of at least one (1) year following
the date on which such Shelf Registration Statement becomes effective under the
Securities Act; provided, however, that, notwithstanding any other provisions of
this Agreement, with respect to any Registrable Securities, the Company shall
not be obligated to effect any Shelf Registration Statement, or keep any Shelf
Registration Statement effective, at any time or for any period after the fifth
anniversary of the Effective Time. A request of the Demanding Holders in the
Yucaipa Group under this Section 2.3(a) shall be deemed to be a request for a
Demand Registration under Section 2.1 above.

     (b) Effective Registration. A registration will not be deemed to have been
effected as a Shelf Registration unless it has been declared effective by the
SEC and the Company has complied in all material respects with its obligations
under this Agreement with respect thereto; provided that if, after it has become
effective, the offering of Registrable Securities pursuant to such registration
is or becomes the subject of any stop order, injunction or other order or
requirement of the SEC or any other governmental or administrative agency, or if
any court prevents or otherwise limits the sale of Registrable Securities
pursuant to the registration (for any reason other than the acts or omissions of
the Holders), such registration will be deemed not to have been effected. If (i)
the Shelf Registration is deemed not to have been effected in accordance with
the provisions of the preceding sentence or (ii) the Shelf Registration does not
remain continuously effective for the period described in subsection (a) above,
then such Shelf Registration Statement shall not count as a Shelf Registration
and the Company shall continue to be obligated to effect a registration pursuant
to this Section 2.3.

     (c) Suspension. With respect to any Shelf Registration that has been
declared effective (i) the Company may suspend use of such Shelf Registration at
any time if the continued effectiveness thereof would require the Company to
disclose a material financing,

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acquisition or other corporate transaction, which disclosure the Board of
Directors of the Company shall have determined in good faith is not in the best
interests of the Company and its stockholders, and (ii) the Company may suspend
use of such Shelf Registration during any period if each of the Company and the
holders of a majority of the Registrable Securities included in such Shelf
Registration consents in writing to such suspension for such period.

                                   ARTICLE III

                             REGISTRATION PROCEDURES

     SECTION 3.1 REGISTRATION PROCEDURES.

     (a) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement to permit the sale or resale
of Registrable Securities, the Company shall:

          (1) prepare and file with the SEC a registration statement with
respect to such Registrable Securities within the time periods specified herein,
make all required filings with the NASD and use its best efforts to cause such
registration statement to become effective as promptly as practicable (subject
to the Company's right to withdraw the registration statement under the
circumstances described in Sections 2.1(c) or 2.2(d));

          (2) promptly prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement effective for the applicable period set forth in
Sections 2.1, 2.2 or 2.3, as applicable, or such shorter period as will
terminate when all Registrable Securities covered by such Registration Statement
have been sold (subject to Section 2.3(c)); cause the Prospectus to be
supplemented by a required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act, and to comply fully with
the applicable provision of Rules 424 and 430A under the Securities Act in a
timely manner; and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Registration Statement
or supplement to the Prospectus;

          (3) use its best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the
period specified in Sections 2.1, 2.2 or 2.3, as applicable (subject to Section
2.3(c)); upon the occurrence of any event that would cause any such Registration
Statement or the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable for resale of
Registrable Securities during the period required by this Agreement, the Company
shall file promptly an appropriate amendment to such Registration Statement, in
the case of clause (A), correcting any such misstatement or omission, and, in
the case of either clause (A) or (B), use its best efforts to cause such
amendment to declared effective and such Registration Statement and related
Prospectus to become usable for their intended purposes(s) as soon as
practicable thereafter;

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          (4) provide (A) the Holders of Registrable Securities participating in
the registration, (B) the underwriters (which term, for purposes of this
Agreement, shall include a Person deemed to be an underwriter within the meaning
of Section 2(11) of the Securities Act), if any, of the Registrable Securities
to be registered, (C) the sale or placement agent therefor, if any, (D) counsel
for such underwriters or agent, and (E) counsel for the Holders thereof, as
selected by Holders of a majority of the Registrable Securities covered by such
registration statement, the opportunity to participate in the preparation of
such registration statement, each prospectus included therein or filed with the
SEC, and each amendment or supplement thereto, and for a reasonable period prior
to the filing of such registration statement, and throughout the period
specified in Section 3.4(b) hereof, make available for inspection by the parties
referred to in (A) through (E) above such financial and other information and
books and records of the Company, provide access to properties of the Company
and cause the officers, directors, employees, counsel and independent certified
public accountants of the Company to respond to such inquiries as shall be
reasonably necessary to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act;

          (5) advise the underwriters, if any, and Selling Holders promptly and,
if requested by such Persons, to confirm such advice in writing, (A) when the
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any Registration Statement or any post-effective
amendment thereto, when the same has become effective, (B) of any request by the
SEC for amendments to the Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto, (C) of the
issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the Registrable Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding
for any of the preceding purposes, (D) of the existence of any fact or the
happening of any event that makes any statement of a material fact made in the
registration Statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the Registration Statement or the
Prospectus in order to make the statements therein not misleading. If at any
time the SEC shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Registrable Securities under state securities or Blue Sky
laws, the Company shall use its best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;

          (6) furnish to each Selling Holder named in any Registration Statement
or Prospectus and each of the underwriter(s) in connection with such sale, if
any, such number of copies of any Registration Statement or Prospectus included
therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the initial
filing of such Registration Statement and all exhibits filed therewith),
reasonably requested by such Person;

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          (7) if requested by any selling Holders or the underwriter(s) in
connection with such sale, if any, promptly include in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment if
necessary, such information as such selling Holders and such underwriter(s), if
any, may reasonably request to have included therein, including, without
limitation, information relating to the "Plan of Distribution" of the
Registrable Securities, information with respect to the principal amount of
Registrable Securities being sold to such underwriter(s), the purchase price
being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering, and make all required filing of such
Prospectus supplement or post-effective amendment as soon as practicable after
the Company is notified of the matters to be included in such Prospectus
supplement or post-effective amendment;

          (8) deliver to each Selling Holder and each of the underwriter(s), if
any, without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company hereby consents to the use of the Prospectus
and any amendment or supplement thereto by each of the Selling Holders and each
of the underwriter(s), if any, in connection with the offering and the sale of
the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;

          (9) in connection with any Underwritten Offering pursuant to a Demand
Registration, enter into an underwriting agreement with one or more underwriter
designated in accordance with this Agreement, such agreement to be of the form,
scope and substance as is customary in underwritten offerings, and take all such
other actions as are reasonably requested by the managing underwriter(s) in
order to expedite or facilitate the disposition of such Registrable Securities
and in such connections (i) make such representations and warranties to the
underwriters in form, scope and substance as are customarily made by issuers to
underwriters in underwritten offerings with respect to the business of the
Company; (ii) 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 underwriter(s)) addressed to the managing
underwriter(s) covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
the underwriters; (iii) obtain "comfort" letters and updates thereof from the
Company's independent certified public accountants addressed to the
underwriters, such "comfort" letters to be in customary form and covering
matters of the type customarily covered in "comfort" letters in connection with
underwritten offerings; (iv) deliver such documents and certificates as may be
reasonably requested by the managing underwriter(s) to evidence compliance with
any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company. The above shall be done at each closing
under such underwriting or similar agreement;

          (10) prior to any public offering of Registrable Securities, cooperate
with the Selling Holders, the underwriter(s), if any, and their respective
counsel in connection with the registration and qualification of the Registrable
Securities under the securities or

                                       11
<PAGE>
Blue Sky laws of such jurisdictions as the Selling Holders or underwriter(s), if
any, may request and do any and all other acts or things necessary or advisable
to enable the disposition in such jurisdictions or the Registrable Securities
covered by the applicable Registration Statement; provided, however, that the
Company shall not be required to register or qualify as a foreign corporation
where it is not now so qualified or to take any action that would subject it to
the service of process in suits or to taxation, except as is required as a
result of the Registration Statement, in any jurisdiction where it is not now so
subject;

          (11) in connection with any sale of Registrable Securities that will
result in such securities no longer being Registrable Securities, cooperate with
the Selling Holders and the underwriter(s), if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends; and to register such
Registrable Securities in such denominations and such names as the Selling
Holders or the underwriter(s), if any, may request at least two Business Days
prior to such sale of Registrable Securities;

          (12) if requested by the Selling Holders, provide a CUSIP number for
all Registrable Securities not later than the effective date of the Registration
Statement covering such Registrable Securities and provide the Company's
transfer agent(s) and registrar(s) for the Registrable Securities with printed
certificates for the Registrable Securities;

          (13) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter") that is required
to be retained in accordance with the rules and regulations of the NASD), and
use their best efforts to cause such Registration Statement to become effective
and approved by such governmental agencies or authorities as may be necessary to
enable the Selling Holders or underwriters, if any, to consummate the
disposition of such Registrable Securities;

          (14) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the
requirements of Rule 158 under the Securities Act (which need not be audited)
covering a period of at least twelve month periods, but not more than eighteen
months, beginning with the first month of the Company's first quarter commencing
after the effective date of the Registration Statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act; and

          (15) cause all Registrable Securities covered by the Registration
Statement to be listed on each securities exchange on which securities of the
same class issued by the Company are then listed if requested by the Selling
Holders holding a majority of the Registered Securities or the managing
underwriter(s), if any.

                                       12
<PAGE>
     Each Selling Holder, upon receipt of any notice from the Company of the
happening of any event described in subsection (5)(B), (C), or (D) of Section
3.1(a) or in Section 2.3(c) (a "Suspension Notice"), shall forthwith discontinue
disposition of the Registrable Securities pursuant to the Registration Statement
relating thereto until such Selling Holder receives copies of the supplemented
or amended Prospectus contemplated hereby or until it is advised in writing (the
"Advice") by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemented filings that are incorporated
by reference in the Prospectus, and, if so directed by the Company, such Selling
Holder will, or will request the managing underwriter or underwriters, if any,
to deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Selling Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. The period from the date on which any Holder receives a
Suspension Notice to the date on which any Holder receives either the Advice or
copies of the supplemented or amended Prospectus contemplated hereby relating to
such notice shall hereinafter be referred to as the "Suspension Period." If the
Company shall give any Suspension Notice, (i) the Company shall use its best
efforts and take such actions as are reasonably necessary to render Advice and
end the Suspension Period as promptly as practicable and (ii) the time periods
for which a Registration Statement is required to be kept effective pursuant to
Sections 2.1, 2.2 or 2.3, as the case may be, shall be extended by the number of
days during the period from and including the date of the giving of such
Suspension Notice to and including the date when each Selling Holder shall have
received (A) the copies of the supplemented or amended Prospectus contemplated
by Section 3.1(a) or (B) the Advice.

     (b) Provision by Holders of Certain Information. No Holder of Registrable
Securities may include any of its Registrable Securities in any Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, such
information as the Company may reasonably request specified in item 507 of
Regulation S-K under the Securities Act for use in connection with any
Registration Statement or Prospectus or preliminary Prospectus included therein.
Each Holder as to which any Registration Statement is being effected agrees to
furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading.

     SECTION 3.2 REGISTRATION EXPENSES.

     (a) All expenses incident to the Company's performance of or compliance
with this Section 3.2 will be paid by the Company, regardless of whether any
registration statement required hereunder becomes effective, including, without
limitation:

          (1) all registration and filing fees;

          (2) fees and expenses of compliance with securities or blue sky laws
(including, without limitation, reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities and
determination of their eligibility for

                                       13
<PAGE>
investment under the laws of such jurisdictions as the managing underwriters or
Holders of Registrable Securities being sold may designate);

          (3) printing (including, without limitation, expenses of printing or
engraving certificates for the Registrable Securities in a form eligible for
trading on the New York Stock Exchange or for deposit with the Depository Trust
Company and of printing prospectuses), messenger, telephone and delivery
expenses;

          (4) reasonable fees and disbursements of counsel for the Company;

          (5) reasonable fees and disbursements of all independent certified
public accountants of the Company (including, without limitation, the expenses
of any special audit and "cold comfort" letters required by or incident to such
performance);

          (6) fees and expenses of other Persons retained by the Company; and

          (7) fees and expenses associated with any NASD filing required to be
made in connection with the registration of the Registrable Securities,
including, if applicable, the reasonable fees and expenses of any "qualified
independent underwriter" (and its counsel) that is required to be retained in
accordance with the rules and regulations of the NASD (all such expenses being
herein called "Registration Expenses").

     (b) The Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the Registrable
Securities to be registered on Nasdaq or on each national securities exchange on
which similar securities issued by the Company are then listed, rating agency
fees and the fees and expenses of any Person, including special experts,
retained by the Company.

     SECTION 3.3. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (i)
agrees to sell its Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, underwriting agreements, hold-back agreements letters and
other documents customarily required under the terms of such underwriting
arrangements. Notwithstanding the foregoing, (x) no Selling Holder shall be
required to make any representations or warranties except those which relate
solely to such Holder and its intended method of distribution, and (y) the
liability of each such Holder to any underwriter under such underwriting
agreement will be limited to liability arising from misstatements or omissions
regarding such Holder and its intended method of distribution and any such
liability shall not exceed an amount equal to the amount of net proceeds such
Holder derives from such registration; provided, however, that in an offering by
the Company in which any Holder requests to be included in a Piggyback
Registration, the Company shall use its best efforts to arrange the terms of the
offering such that the provisions set forth in clauses (x) and (y) of this
Section 3.3 are true. Nothing in this Section 3.3 shall be construed to create
any

                                       14
<PAGE>
additional rights regarding the registration of Registrable Securities in any
Person otherwise than as set forth herein.

     SECTION 3.4 HOLD-BACK AGREEMENTS.

     (a) Restrictions on Public Distribution by Holder of Registrable
Securities. Upon the written request of the managing underwriter or underwriters
of a Public Offering, each Holder of Registrable Securities shall not effect any
Public Distribution of such securities, or any securities convertible into or
exchangeable or exercisable for such securities, including a sale pursuant to
Rule 144 under the Securities Act (except as part of such Public Offering),
during the 14-day period prior to, and during the 90-day period following, the
offering date for each Public Offering made pursuant to such registration
statement (as identified by such underwriter or underwriters or the Company in
good faith). The foregoing provisions shall not apply to any Holder that is
prevented by applicable statute or regulation from entering into any such
agreement; provided, however, that any such Holder shall undertake not to effect
any Public Distribution of the class of securities covered by such registration
statement except as part of such Underwritten Offering) during such period
unless it has provided 60 days' prior written notice of such Public Distribution
to the managing underwriter.

     (b) Restrictions on Public Distribution by the Company and Others. The
Company agrees and it shall use its best efforts to cause its Affiliates (other
than Persons who are Holders hereunder) to agree: (1) not to effect any Public
Distribution of any securities being registered in accordance with Article II
hereof, or any securities convertible into or exchangeable or exercisable for
such securities, during the 14-day period prior to, and during the 90-day period
following, the offering date for each Public Offering made pursuant to a
registration statement filed under Article II hereof, if requested in writing by
the managing underwriters (except as part of such Public Offering or pursuant to
registrations in connection with mergers, acquisitions, exchange offers,
subscription offers, dividend reinvestment plans or stock options or other
employee benefit plans); and (2) to use its best efforts to cause each Holder of
its privately placed Registrable Securities that are issued by the Company at
any time on or after the date of this Agreement to agree not to effect any
Public Distribution, including a sale pursuant to Rule 144 under the Securities
Act, of any Registrable Securities during the period set forth in clause (1)
above (except as part of such Public Offering, if and to the extent permitted).

                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

     SECTION 4.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless each Selling Holder, each person, if any, who controls such
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) (hereinafter referred to as a "controlling person"), the
respective officers, directors, partners, employees, representatives and agents
of any Holder or any controlling person (each an "Indemnified Holder"), to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including without limitation and
as incurred, reimbursement of all reasonable costs of investigating, preparing,

                                       15
<PAGE>
pursuing or defending any claim or action, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, including the
reasonable fees and expenses of counsel to any Indemnified Holder) directly or
indirectly caused by, related to, based upon, arising out of or in connection
with any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by an untrue statement or omission or alleged
untrue statement or omission that is made in reliance upon and in conformity
with information relating to any of the Holders furnished in writing to the
Company by any of the Holders expressly for use therein.

     SECTION 4.2 INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each
Selling Holder agrees, severally and not jointly, to indemnify and hold harmless
the Company and its directors, officers and any person controlling (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
the Company and its respective officers, directors, partners, employees,
representatives and agents of each such person, to the same extent as the
foregoing indemnity from the Company to each of the Indemnified Holders, but
only with respect to losses, claims, damages, liabilities, judgments, actions
and expenses (including without limitation and as incurred, reimbursement of all
reasonable costs of investigating, preparing, pursuing or defending any claim or
action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including the reasonable fees and expenses of counsel
to the Company) directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto), or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is contained in any
information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement or Prospectus. In case any
action or proceeding shall be brought against the Company or its directors or
officers or any such controlling person in respect of which indemnity may be
sought against a Holder of Registrable Securities, such Holder shall have the
rights and duties given the Company, and the Company or its directors or
officers or such controlling person shall have the rights and duties given to
each Holder by the preceding paragraph. Each Selling Holder also agrees to
indemnify and hold harmless each other Selling Holder or underwriters
participating in the distribution on substantially the same basis as that of the
indemnification of the Company provided in this Section 4.2. In no event shall
the liability of any selling Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. The
Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons specifically for
inclusion in any Registration Statement or Prospectus.

                                       16
<PAGE>
     SECTION 4.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder (an "Indemnified Party") will (i) promptly give notice
of any claim, action or proceeding (including any governmental or regulatory
investigation or proceeding) or the commencement of any such action or
proceeding to the Person against whom such indemnity may be sought (an
"Indemnifying Party"); provided that the failure to give such notice shall not
relieve the Indemnifying Party of its obligations pursuant to this Agreement
except to the extent that such Indemnifying Party has been prejudiced in any
material respect by such failure, and (ii) permit the Indemnifying Party to
assume the defense of such claim with counsel reasonably satisfactory to such
Indemnified Party; provided that the Indemnified Party shall have the right to
employ separate counsel and participate in the defense of such claim, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (a) the Indemnifying Party has agreed to pay for such fees and
expenses, or (b) the Indemnifying Party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such Indemnified
Party or (c) in the reasonable judgment of such Indemnified Party, based upon
advice of its counsel, a conflict of interest may exist between such Indemnified
Party and the Indemnifying Party with respect to such claims. If such defense is
not assumed by the Indemnifying Party, the Indemnifying Party will not be
subject to any liability for any settlement of any such claim effected without
the Indemnifying Party's prior written consent, which consent shall not be
unreasonably withheld. The Indemnifying Party 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 Party agrees to indemnify and hold harmless any Indemnified Party
from and against any loss, claim damage, liability or expense by reason of any
settlement of any such claim or action. No Indemnifying Party shall, without the
prior written consent of each Indemnified Party, settle or compromise or consent
to the entry of judgment in or otherwise seek to terminate any pending or
threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified Party is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified
Party from all liability arising out of such action, claim, litigation or
proceeding. An Indemnifying Party who is not entitled to, or elects not to,
assume the defense of the claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
Indemnifying Party with respect to such claim, unless in the reasonable judgment
of any Indemnified Party a conflict of interest may exist between such
Indemnified Party and any other such Indemnified Parties with respect to such
Claim, in which event the Indemnifying Party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.

     SECTION 4.4 CONTRIBUTION. If the indemnification provided for in this
Article IV is unavailable to an Indemnified Party (other than by reason of
exceptions provided in those Sections) in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each applicable
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall have a
joint and severable obligation to contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party, on the one hand, and of the Indemnified Party, on the
other, in connection with the statements or omissions

                                       17
<PAGE>
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative fault of the
Indemnifying Party, on the one hand, and of the Indemnified Party, 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 to state a material
fact relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in the second paragraph of Section 4.1, any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 4.4 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 which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, none of the Indemnified
Holders shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds received by such Holder with respect to
the Registrable Securities exceeds the greater of (A) the amount paid by such
Holder for its Registrable Securities and (B) the amount of any damages which
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. The Holders' obligation to
contribute pursuant to this Section 4.4 are several in proportion to the
respective number of Registrable Securities held by each of the Holders
hereunder and not joint.

     For purposes of this Article IV, each controlling person of a Holder shall
have the same rights to contribution as such Holder, and each officer, director,
and person, if any, who controls the Company within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act shall have the same
rights to contribution as the Company, subject in each case to the limitations
set forth in the immediately preceding paragraph. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Article IV,
notify such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from who contribution may be sought from any obligation it or they may
have under this Article IV or otherwise except to the extent that it has been
prejudiced in any material respect by such failure. No party shall be liable for
contribution with respect to any action or claim settled without its written
consent; provided, however, that such written consent was not unreasonably
withheld.

                                       18
<PAGE>
     SECTION 4.5 ADDITIONAL INDEMNITY. The indemnity, contribution and expense
reimbursement obligations under this Article IV shall be in addition to any
liability each Indemnifying Party may otherwise have; provided, however, that
any payment made by the Company which results in an Indemnified Party receiving
from any source(s) indemnification, contribution or reimbursement for an amount
in excess of the actual loss, liability or expense incurred by such Indemnified
Party, shall be refunded to the Company by the Indemnified Party receiving such
excess payment.

                                    ARTICLE V

                                  MISCELLANEOUS

     SECTION 5.1 RULE 144. The Company agrees it will file in a timely manner
all reports required to be filed by it pursuant to the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder and
will take such further action as any Holder of Registrable Securities may
reasonably request in order that such Holder may effect sales of Registrable
Securities without registration within the limitations of the exemptions
provided by Rule 144, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC. At any reasonable time
and upon the request of a Holder of Registrable Securities, the Company will
furnish such Holder with such information as may be necessary to enable the
Holder to effect sales of Registrable Securities pursuant to Rule 144 under the
Securities Act and will deliver to such Holder a written statement as to whether
it has complied with such information and requirements.

     SECTION 5.2 SPECIFIC PERFORMANCE. Each Holder, in addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

     SECTION 5.3 OTHER AGREEMENTS. Notwithstanding any other provisions of this
Agreement, the Company shall have no obligation to effect a registration of any
of the Registrable Securities hereunder if and to the extent any such
registration would conflict with the provisions of the Registration Rights
Agreement, dated December 11, 1981, by and among FMI Acquisition Corporation
(now Fred Meyer, Inc.), FMI Associates Limited Partnership and certain executive
officers of FMI Acquisition Corporation (now Fred Meyer, Inc.), and the
Assignment thereof dated January 27, 1997 (the "FMI Agreement"). By way of
example only and without limiting the foregoing, if, in connection with an
Underwritten Offering, the underwriters of such offering conclude that it would
be inadvisable to register and sell the total number of shares with respect to
which registration has been requested under this Agreement and the FMI
Agreement, any reduction in the total number of shares to be registered and sold
shall first reduce the number of shares to be registered and sold pursuant to
this Agreement before the number of shares to be registered and sold pursuant to
the FMI Agreement shall be reduced. The Company will not on or after the date of
this Agreement enter into any

                                       19
<PAGE>
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.

     SECTION 5.4 CHARTER AMENDMENTS AFFECTING THE COMPANY'S COMMON STOCK. The
Company will not amend its Certificate of Incorporation in any respect that
would materially and adversely affect the rights of the Holders hereunder.

     SECTION 5.5 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 or departures from the provisions
hereof may not be given unless the Company has obtained the written consent of
Holders of a majority of the outstanding shares of Registrable Securities held
by each of the Smith Group and the Yucaipa Group, respectively.

     SECTION 5.6 NOTICES. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by any party to the others
shall be made in writing, by hand-delivery, telegraph, telex, telecopier,
registered first-class mail or air courier guaranteeing overnight delivery as
follows:

     if to the Company, to:

          Fred Meyer, Inc.
          3800 SE 22nd Avenue
          Portland, Oregon  97202
          Attention:  General Counsel
          Fax:  (503) 797-7138

     if to any Holder:

          to the address specified below such Holder's name on the signature
          pages hereto;

or to such other place and with such other copies as any party hereto may
designate as to itself by written notice to the others. All such notices and
communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and on the next Business Day if timely delivered to
an air courier guaranteeing overnight delivery.

     SECTION 5.7 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent holders of Registrable Securities or of the Warrants,
provided that the Company may not assign its rights or obligations under this
Agreement to any other person or entity without the written consent of a
majority of the outstanding shares of Registrable Securities held by each of the
Smith Group and the Yucaipa Group, respectively.

                                       20
<PAGE>
     SECTION 5.8 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.

     SECTION 5.9 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION 5.10 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the choice of law provisions thereof.

     SECTION 5.11 SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

     SECTION 5.12 ENTIRE AGREEMENT. This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Registrable Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

     SECTION 5.13 PRONOUNS. Whenever the context may require, any pronouns used
herein shall be deemed also to include the corresponding neuter, masculine or
feminine forms.

     SECTION 5.14 ATTORNEY'S FEES. In any action or proceeding brought to
enforce any provision of this Agreement, the successful party shall be entitled
to recover reasonable attorney's fees in addition to its costs and expenses and
any other available remedy.

     SECTION 5.15 SECURITIES HELD BY THE COMPANY OR ITS SUBSIDIARIES. Whenever
the consent or approval of Holders of a specified percentage or Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its Subsidiaries shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

     SECTION 5.16 FURTHER ASSURANCES. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.

     SECTION 5.17 TERMINATION. Unless sooner terminated in accordance with its
terms or as otherwise herein provided, including specifically in Section 2.3(a),
this

                                       21
<PAGE>
Agreement shall terminate upon the earlier to occur of (i) the mutual agreement
by the parties hereto, (ii) with respect to any Holder, such Holder ceasing to
own any Registrable Securities, (iii) the fifteenth anniversary of the Effective
Time, or (iv) with respect to the Yucaipa Group or the Smith Group, the date on
which the aggregate number of shares of outstanding Registrable Securities held
by the Yucaipa Group or the Smith Group, as applicable, is less than 20% of the
Registrable Shares originally held by the Yucaipa Group or the Smith Group, as
applicable, following the consummation of the transactions contemplated by the
Reorganization Agreement; provided, that the foregoing clause (iv) shall not
apply as to any member of the Yucaipa Group or the Smith Group, as applicable,
if, as of such date, such member of the Yucaipa Group or the Smith Group, as
applicable, is an "affiliate" of the Company within the meaning of the
Securities Act.

                            (signature page follows)

                                       22
<PAGE>
     IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.


                                    FRED MEYER, INC.



                                    By: ROBERT G. MILLER
                                        ----------------------------------------
                                    Name:   Robert G. Miller
                                    Title:  President



                                    JEFFREY P. SMITH
                                    --------------------------------------------
                                    JEFFREY P. SMITH

                                    Address:  32 Burningtree Court
                                              Las Vegas, Nevada  89117



                                    FRED L. SMITH
                                    --------------------------------------------
                                    FRED L. SMITH

                                    Address:



                                    RICHARD D. SMITH
                                    --------------------------------------------
                                    RICHARD D. SMITH

                                    Address:

                                       S-1
<PAGE>
                                    TRUST FOR THE CHILDREN OF JEFFREY P.
                                    SMITH



                                    By: JEFFREY P. SMITH
                                        ----------------------------------------
                                    Name:   Jeffrey P. Smith
                                    Title:  Trustee

                                    Address:



                                    TRUST FOR THE CHILDREN OF FRED L.
                                    SMITH



                                    By: FRED L. SMITH
                                        ----------------------------------------
                                    Name:   Fred L. Smith
                                    Title:  Trustee

                                    Address:



                                    TRUST FOR THE CHILDREN OF
                                    RICHARD D. SMITH



                                    By: RICHARD D. SMITH
                                        ----------------------------------------
                                    Name:   Richard D. Smith
                                    Title:  Trustee

                                    Address:

                                       S-2
<PAGE>
                                    THE YUCAIPA COMPANIES



                                    By: RONALD W. BURKLE
                                        ----------------------------------------
                                    Name:   Ronald W. Burkle
                                    Title:  General Partner

                                    Address:  10000 Santa Monica Boulevard,
                                              Fifth Floor
                                              Los Angeles, California  90067
                                              FAX:  (310) 798-7201



                                    YUCAIPA SSV PARTNERS, L.P.

                                    By:  The Yucaipa Companies
                                    Its:   General Partner



                                    By: RONALD W. BURKLE
                                        ----------------------------------------
                                    Name:   Ronald W. Burkle
                                    Title:  General Partner

                                    Address:  10000 Santa Monica Boulevard,
                                              Fifth Floor
                                              Los Angeles, California  90067
                                              FAX:  (310) 798-7201



                                    YUCAIPA SMITTY'S PARTNERS, L.P.

                                    By:   The Yucaipa Companies
                                    Its:  General Partner



                                    By: RONALD W. BURKLE
                                        ----------------------------------------
                                    Name:   Ronald W. Burkle
                                    Title:  General Partner

                                    Address:  10000 Santa Monica Boulevard,
                                              Fifth Floor
                                              Los Angeles, California  90067
                                              FAX:  (310) 798-7201

                                       S-3

<PAGE>
                                    YUCAIPA SMITTY'S PARTNERS II, L.P.

                                    By:   The Yucaipa Companies
                                    Its:  General Partner



                                    By: RONALD W. BURKLE
                                        ----------------------------------------
                                    Name:   Ronald W. Burkle
                                    Title:  General Partner

                                    Address:  10000 Santa Monica Boulevard,
                                              Fifth Floor
                                              Los Angeles, California  90067
                                              FAX:  (310) 798-7201


                                    YUCAIPA ARIZONA PARTNERS, L.P.

                                    By:   The Yucaipa Companies
                                    Its:  General Partner



                                    By: RONALD W. BURKLE
                                        ----------------------------------------
                                    Name:   Ronald W. Burkle
                                    Title:  General Partner

                                    Address:  10000 Santa Monica Boulevard
                                              Fifth Floor
                                              Los Angeles, California 90067
                                              FAX: (310) 798-7201

                                       S-4