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                                                                   EXHIBIT 10.1

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                         REGISTRATION RIGHTS AGREEMENT

                            Dated February 11, 1997

                                     among

                          FIRST WESTERN BANCORP, INC.

                         FIRST WESTERN CAPITAL TRUST I

                                      and

                        SANDLER O'NEILL & PARTNERS, L.P.

                              as Initial Purchaser

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                         REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of February 11, 1997 among FIRST WESTERN BANCORP, INC., a
Pennsylvania corporation (the "Company"), FIRST WESTERN CAPITAL TRUST I, a
business trust formed under the laws of the state of Delaware (the "Trust"),
and SANDLER O'NEILL & PARTNERS, L.P., (the "Initial Purchaser").

                  This Agreement is made pursuant to the Purchase Agreement
dated February 6, 1997 (the "Purchase Agreement"), among the Company, as issuer
of the Series A 9.875% Junior Subordinated Deferrable Interest Debentures due
2027 (the "Subordinated Debentures"), the Trust and the Initial Purchaser,
which provides for, among other things, the sale by the Trust to the Initial
Purchaser of 25,000 of the Trust's Series A 9.875% Capital Securities,
liquidation amount $1,000 per Capital Security (the "Capital Securities"), the
proceeds of which will be used by the Trust to purchase Subordinated
Debentures. The Capital Securities, together with the Subordinated Debentures
and the Company's guarantee of the Capital Securities (the "Capital Securities
Guarantee"), are collectively referred to as the "Securities". In order to
induce the Initial Purchaser to enter into the Purchase Agreement, the Company
and the Trust have agreed to provide to the Initial Purchaser 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 capitalized defined terms shall have the following meanings:

         "Advice" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

         "Applicable Period" shall have the meaning set forth in Section 3(t)
hereof.

         "Business Day" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in the City of New York or Pittsburgh,
Pennsylvania are authorized or required by law or executive order to close.

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

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         "Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

         "Declaration" or "Declaration of Trust" shall mean the Amended and
Restated Declaration of Trust, dated as of February 11, 1997, by the trustees
named therein and the Company as sponsor.

         "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Trust; provided, however, that such depositary must
have an address in the Borough of Manhattan, in The City of New York.

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

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

         "Exchange Offer" shall mean the offer by the Company and the Trust to
the Holders to exchange all of the Registrable Securities (other than Private
Exchange Securities) for a like principal amount of Exchange 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
all material incorporated by reference therein.

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

         "Exchange Securities" shall mean (i) with respect to the Subordinated
Debentures, the Series B 9.875% Junior Subordinated Deferrable Interest
Debentures due February 1, 2027 (the "Exchange Debentures") containing terms
identical to the Subordinated Debentures (except that they will not contain
terms with respect to the transfer restrictions under the Securities Act (other
than require minimum transfers thereof to be in blocks of $100,000 liquidation
amount or principal amount), and will not provide for any liquidated damages
thereon), (ii) with respect to the Capital Securities, the Trust's Series B
9.875% Capital Securities, liquidation amount $1,000 per Capital Security (the
"Exchange Capital Securities") which will have terms identical to the Capital
Securities (except they will not contain terms with respect to transfer
restrictions under the Securities Act (other than require minimum transfers
thereof to be in blocks of $100,000 liquidation amount), and will

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not provide for any increase in the Distribution rate thereon) and (iii) with
respect to the Capital Securities Guarantee, the Company's guarantee (the
"Exchange Capital Securities Guarantee") of the Exchange Capital Securities
which will have terms identical to the Capital Securities Guarantee.

         "Holder" shall mean the Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture or Declaration of Trust.

         "Indenture" shall mean the Indenture relating to the Subordinated
Debentures and the Exchange Debentures dated as of February 11, 1997 between
the Company, as issuer, and The Chase Manhattan Bank, as trustee, as the same
may be amended from time to time in accordance with the terms thereof.

         "Initial Purchaser" shall have the meaning set forth in the preamble
to this Agreement.

         "Inspectors" shall have the meaning set forth in Section 3(n) hereof.

         "Issue Date" shall mean the date of original issuance of the
Securities.

         "Liquidated Damages" shall have the meaning set forth in Section 2(e)
hereof.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate liquidation amount of outstanding Capital Securities.

         "Participating Broker-Dealer" shall have the meaning set forth in
Section 3(t) hereof.

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

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

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

         "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

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amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

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

         "Records" shall have the meaning set forth in Section 3(n) hereof.

         "Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities or Private
Exchange Securities, as the case may be, shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such Securities or
Private Exchange Securities for the exchange or resale thereof, as the case may
be, shall have been declared effective under the Securities Act and such
Securities or Private Exchange Securities, as the case may be, shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities or
Private Exchange Securities, as the case may be, shall have been sold to the
public pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the Securities Act, (iii) such Securities or Private Exchange
Securities, as the case may be, shall have ceased to be outstanding or (iv)
with respect to the Securities, such Securities have been exchanged for
Exchange Securities upon consummation of the Exchange Offer and are thereafter
freely tradeable by the holder thereof (other than an affiliate of the
Company).

         "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 or National Association of Securities Dealers,
Inc. (the "NASD") registration and filing fees, including, if applicable, the
fees and expenses of any "qualified independent underwriter" (and its counsel)
that is required to be retained by any Holder of Registrable Securities in
accordance with the rules and regulations of the NASD, (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 Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities) and compliance with the rules of
the NASD, (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any underwriting
agreements, securities sales agreements and other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency fees,
(v) the fees and disbursements of counsel for the Company and of the
independent certified public accountants of the Company, including the expenses
of any "cold comfort" letters required by or

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incident to such performance and compliance, (vi) the fees and expenses of the
Trustee, and any exchange agent or custodian, (vii) all fees and expenses
incurred in connection with the listing, if any, of any of the Exchange
Securities or the Registrable Securities on any securities exchange or
exchanges, and (viii) the reasonable fees and expenses of any special experts
retained by the Company in connection with any Registration Statement.

         "Registration Statement" shall mean any registration statement of the
Company and the Trust which 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 all material incorporated by reference
therein.

         "Rule 144(k) Period" shall mean the period of three years (or such
shorter period as may hereafter be referred to in Rule 144(k) under the
Securities Act (or similar successor rule)) commencing on the Issue Date.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities" shall have the meaning set forth in the preamble to this
Agreement.

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

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

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

         "Shelf Registration Event Date" shall have the meaning set forth in
Section 2(b) hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Trust pursuant to the provisions of Section
2(b) hereof which covers all of the Registrable Securities or all of the
Private Exchange Securities, as the case may be, 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 all material incorporated by
reference therein.

         "TIA" shall have the meaning set forth in Section 3(l) hereof.

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         "Trustees" shall mean any and all trustees with respect to (i) the
Capital Securities under the Declaration, (ii) the Subordinated Debentures
under the Indenture and (iii) the Capital Securities Guarantee.

                  2.       Registration Under the Securities Act.

                  (a) Exchange Offer. To the extent not prohibited by any
applicable law or applicable interpretation of the staff of the SEC, the
Company and the Trust shall, for the benefit of the Holders, at the Company's
cost, use its best efforts to (i) cause to be filed with the SEC within 150
days after the Issue Date an Exchange Offer Registration Statement on an
appropriate form under the Securities Act covering the Exchange Offer, (ii)
cause such Exchange Offer Registration Statement to be declared effective under
the Securities Act by the SEC not later than the date which is 180 days after
the Issue Date, and (iii) keep such Exchange Offer Registration Statement
effective for not less than 30 calendar days (or longer if required by
applicable law) after the date notice of the Exchange Offer is mailed to the
Holders. Upon the effectiveness of the Exchange Offer Registration Statement,
the Company and the Trust shall promptly commence the Exchange Offer, it being
the objective of such Exchange Offer to enable each Holder eligible and
electing to exchange Registrable Securities for a like principal amount of
Exchange Debentures or a like liquidation amount of Exchange Capital
Securities, together with the Exchange Guarantee, as applicable (assuming that
such Holder is not an affiliate of the Company within the meaning of Rule 405
under the Securities Act and is not a broker-dealer tendering Registrable
Securities acquired directly from the Company for its own account, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and under state securities or blue sky
laws.

                  In connection with the Exchange Offer, the Company and the
Trust shall:

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

         (ii) keep the Exchange Offer open for acceptance for a period of not
less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"Exchange Period");

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         (iii)  utilize the services of the Depositary for the Exchange Offer;

          (iv) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Securities delivered for exchange, and a
statement that such Holder is withdrawing his election to have such Securities
exchanged;

         (v) notify each Holder that any Security not tendered by such Holder
in the Exchange Offer will remain outstanding and continue to accrue interest
or accumulate distributions, as the case may be, but will not retain any rights
under this Agreement (except in the case of the Initial Purchaser and
Participating Broker-Dealers as provided herein); and

         (vi)  otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.

                  If the Initial Purchaser determines upon advice of its
outside counsel that it is not eligible to participate in the Exchange Offer
with respect to the exchange of Securities constituting any portion of an
unsold allotment in the initial distribution, as soon as practicable upon
receipt by the Company and the Trust of a written request from such Initial
Purchaser, the Company and the Trust, as applicable, shall issue and deliver to
such Initial Purchaser in exchange (the "Private Exchange") for the Securities
held by such Initial Purchaser, a like liquidation amount of Capital Securities
of the Trust, together with the Exchange Guarantee, or a like principal amount
of the Subordinated Debentures of the Company, as applicable, that are
identical (except that such securities may bear a customary legend with respect
to restrictions on transfer pursuant to the Securities Act) to the Exchange
Securities (the "Private Exchange Securities") and which are issued pursuant to
the Indenture, the Declaration or the Guarantee (which provides that the
Exchange Securities will not be subject to the transfer restrictions set forth
in the Indenture or the Declaration, as applicable (other than require minimum
transfers thereof to be in blocks of $100,000 principal amount or liquidation
amount, as the case may be), and that the Exchange Securities, the Private
Exchange Securities and the Securities will vote and consent together on all
matters as one class and that neither the Exchange Securities, the Private
Exchange Securities nor the Securities will have the right to vote or consent
as a separate class on any matter). The Private Exchange Securities shall be of
the same series as the Exchange Securities and the Company and the Trust will
seek to cause the CUSIP Service Bureau to issue the same CUSIP Numbers for the
Private Exchange Securities as for the Exchange Securities issued pursuant to
the Exchange Offer.

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                  As soon as practicable after the close of the Exchange Offer
and, if applicable, the Private Exchange, the Company and the Trust, as the
case requires, shall:

         (i)  accept for exchange all Securities or portions thereof tendered
and not validly withdrawn pursuant to the Exchange Offer or the Private
Exchange;

         (ii)  deliver, or cause to be delivered, to the applicable Trustee for
cancellation all Securities or portions thereof so accepted for exchange by the
Company; and

         (iii) issue, and cause the applicable Trustee under the Indenture, the
Declaration or the Guarantee, as applicable, to promptly authenticate and
deliver to each Holder, new Exchange Securities or Private Exchange Securities,
as applicable, equal in principal amount to the principal amount of the
Subordinated Debentures or equal in liquidation amount to the liquidation
amount to the Capital Securities (together with the guarantee thereof) as are
surrendered by such Holder.

                  Distributions on each Exchange Capital Security and interest
on each Exchange Debenture and Private Exchange Security issued pursuant to the
Exchange Offer and in the Private Exchange will accrue from the last date on
which a Distribution or interest was paid on the Capital Security or the
Subordinated Debenture surrendered in exchange therefor or, if no Distribution
or interest has been paid on such Capital Security or Subordinated Debenture,
from the Issue Date. To the extent not prohibited by any law or applicable
interpretation of the staff of the SEC, the Company and the Trust shall use
their 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 in connection with the Exchange Offer. The Exchange
Offer shall not be subject to any conditions, other than that the Exchange
Offer does not violate applicable law or any applicable interpretation of the
staff of the SEC. Each Holder of Registrable Securities who wishes to exchange
such Registrable Securities for Exchange Securities in the Exchange Offer will
be required to make certain customary representations in connection therewith,
including, in the case of any Holder of Capital Securities, representations
that (i) it is not an affiliate of the Trust or the Company, (ii) the Exchange
Securities to be received by it were acquired in the ordinary course of its
business and (iii) at the time of the Exchange Offer, it has no arrangement
with any person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Capital Securities. The Company and the Trust
shall inform the Initial Purchaser, after consultation with the Trustee, of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Initial Purchaser shall have the right to contact such Holders and

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otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2(a), the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to Registrable Securities that are
Private Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Company and the Trust shall have no further obligation
to register the Registrable Securities (other than Private Exchange Securities)
pursuant to Section 2(b) of this Agreement.

                  (b) Shelf Registration. In the event that (i) the Company,
the Trust or the Majority Holders reasonably determine, after conferring with
counsel (which may be in-house counsel), that the Exchange Offer Registration
provided in Section 2(a) above is not available because of any change in law or
in currently prevailing interpretations of the staff of the SEC, (ii) the
Company shall determine in good faith that there is a reasonable likelihood
that, or a material uncertainty exists as to whether, consummation of the
Exchange Offer would result in a material adverse tax consequence to the
Company, (iii) the Exchange Offer Registration Statement is not declared
effective within 180 days of the Issue Date or (iv) upon the request of the
Initial Purchaser with respect to any Registrable Securities held by it, if
such Initial Purchaser is not permitted, in the reasonable opinion of Skadden,
Arps, Slate, Meagher & Flom LLP, pursuant to applicable law or applicable
interpretations of the staff of the SEC, to participate in the Exchange Offer
and thereby receive securities that are freely tradeable without restriction
under the Securities Act and applicable blue sky or state securities laws (any
of the events specified in (i)-(iv) being a "Shelf Registration Event" and the
date of occurrence thereof, the "Shelf Registration Event Date"), the Company
and the Trust shall, at their cost, use their best efforts to cause to be filed
as promptly as practicable after such Shelf Registration Event Date, as the
case may be, and, in any event, within 45 days after such Shelf Registration
Event Date (which shall be no earlier than 75 days after the Closing Time), a
Shelf Registration Statement providing for the sale by the Holders of all of
the Registrable Securities, and shall use its best efforts to have such Shelf
Registration Statement declared effective by the SEC as soon as practicable. No
Holder of Registrable Securities shall be entitled to include any of its
Registrable Securities in any Shelf Registration pursuant to this Agreement
unless and until such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and furnishes to the
Company and the Trust in writing, within 15 days after receipt of a request
therefor, such information as the Company and the Trust may, after conferring
with counsel with regard to information relating to Holders that would be
required by the SEC to be included in such Shelf Registration Statement or
Prospectus included therein, reasonably request for

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inclusion in any Shelf Registration Statement or Prospectus included therein.
Each Holder as to which any Shelf Registration is being effected agrees to
furnish to the Company and the Trust all information with respect to such
Holder necessary to make the information previously furnished to the Company by
such Holder not materially misleading.

                  The Company and the Trust agree to use their best efforts to
keep the Shelf Registration Statement continuously effective for the Rule
144(k) Period or for 180 days in the case of a Shelf Registration Statement
filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant
to the last paragraph of Section 3 hereof) or for such shorter period which
will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or cease to be outstanding (the "Effectiveness Period"). The Company
and the Trust shall not permit any securities other than Registrable Securities
to be included in the Shelf Registration. The Company and the Trust will, in
the event a Shelf Registration Statement is declared effective, provide to each
Holder a reasonable number of copies of the Prospectus which is a part of the
Shelf Registration Statement, notify each such Holder when the Shelf
Registration has become effective and use its best efforts to take certain
other actions as are required to permit certain unrestricted resales of the
Registrable Securities. The Company and the Trust further agree, if necessary,
to supplement or amend the Shelf Registration Statement, if required by the
rules, regulations or instructions applicable to the registration form used by
the Company for such Shelf Registration Statement or by the Securities Act or
by any other rules and regulations thereunder for shelf registrations, and the
Company and the Trust agree 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) Expenses. The Company, as issuer of the Junior
Subordinated Debentures, shall pay all Registration Expenses in connection with
any Registration Statement filed pursuant to Section 2(a) or 2(b) hereof and
will reimburse the Initial Purchaser for the reasonable fees and disbursements
of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Initial Purchaser,
incurred in connection with the Exchange Offer and, if applicable, the Private
Exchange, and either Skadden, Arps, Slate, Meagher & Flom LLP or any one other
counsel designated in writing by the Majority Holders to act as counsel for the
Holders of the Registrable Securities in connection with a Shelf Registration
Statement, which other counsel shall be reasonably satisfactory to the Company.
Except as provided herein, each Holder shall pay all expenses of its counsel,
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.

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                  (d) Effective Registration Statement. 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; provided, however,
that if, after it has been declared effective, the offering of Registrable
Securities pursuant to such Exchange Offer Registration Statement or Shelf
Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or
court, such Registration Statement will be deemed not to have been effective
during the period of such interference, until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume. The
Company and the Trust will be deemed not to have used their best efforts to
cause the Exchange Offer Registration Statement or the Shelf Registration
Statement, as the case may be, to become, or to remain, effective during the
requisite period if either of them voluntarily take any action that would
result in any such Registration Statement not being declared effective or in
the Holders of Registrable Securities covered thereby not being able to
exchange or offer and sell such Registrable Securities during that period
unless such action is required by applicable law.

                  (e) Liquidated Damages. In the event that (i) neither the
Exchange Offer Registration Statement is filed with the SEC on or prior to the
150th day after the Issue Date nor a Shelf Registration Statement is filed with
the SEC on or prior to the 45th day after the Shelf Registration Event Date,
then commencing on the day after the applicable required filing date,
liquidated damages shall accrue on the principal amount of the Subordinated
Debentures, and additional Distributions shall accumulate on the liquidation
amount of the Trust Securities (as such term is defined in the Declaration),
each at a rate of .25% per annum; or

         (ii) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement is declared effective by the SEC on or prior to the
180th day after the Issue Date (in the case of an Exchange Offer Registration
Statement), or on or prior to the later of the 30th day after the date such
Shelf Registration Statement was required to be filed and the 180th date after
the Issue Date (in the case of a Shelf Registration Statement), then,
commencing on the 181st day after the Issue Date (in the case of an Exchange
Offer Registration Statement) or the later of the 31st day such Shelf
Registration Statement was required to be filed and the 181st day after the
Issue Date (in the case of a Shelf Registration Statement), liquidated damages
shall accrue on the principal amount of the Subordinated Debentures, and
additional distributions shall accumulate on the liquidation amount of the
Trust Securities, each at a rate of .25% per annum; provided, that the
aggregate amount of any such increase in such per annum interest rate will in
no event exceed .25%; or

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         (iii) (A) the Trust has not exchanged Exchange Capital Securities for
all Capital Securities or the Company has not exchanged Exchange Guarantees or
Exchange Subordinated Debentures for all Guarantees or Subordinated Debentures
validly tendered, in accordance with the terms of the Exchange Offer on or
prior to the 45th day after the date on which the Exchange Offer Registration
Statement was declared effective or (B) if applicable, the Shelf Registration
Statement has been declared effective and such Shelf Registration Statement
ceases to be effective at any time prior to the expiration of the Rule 144(k)
Period (other than after such time as all Capital Securities have been disposed
of thereunder or otherwise cease to be Registrable Securities), then liquidated
damages shall accrue on the principal amount of Subordinated Debentures, and
additional distributions shall accumulate on the liquidation amount of the
Trust Securities, each at a rate of .25% per annum commencing on (x) the 46th
day after such effective date, in the case of (A) above, or (y) the day such
Shelf Registration Statement ceases to be effective in the case of (B) above;

provided, however, that neither the liquidated damages on the Subordinated
Debentures, nor the additional distribution rate on the liquidation amount of
the Trust Securities, may exceed in the aggregate .25% per annum; provided,
further, however, that (1) upon the filing of the Exchange Offer Registration
Statement or a Shelf Registration Statement (in the case of clause (i) above),
(2) upon the effectiveness of the Exchange Offer Registration Statement or a
Shelf Registration Statement (in the case of clause (ii) above), or (3) upon
the exchange of Exchange Capital Securities, Exchange Guarantees and Exchange
Subordinated Debentures for all Capital Securities, Guarantees and Subordinated
Debentures tendered (in the case of clause (iii)(A) above), or upon the
effectiveness of the Shelf Registration Statement which had ceased to remain
effective (in the case of clause (iii)(B) above), liquidated damages on the
Subordinated Debentures, and additional distributions on the liquidation amount
of the Trust Securities as a result of such clause (or the relevant subclause
thereof), as the case may be, shall cease to accrue or accumulate, as the case
may be.

         Any amounts of liquidated damages and additional Distributions due
pursuant to Section 2(e)(i), (ii) or (iii) above will be payable in cash on the
next succeeding February 1 and August 1, as the case may be, to Holders on the
relevant record dates for the payment of interest and Distributions pursuant to
the Indenture and the Declaration, respectively.

                  (f) Specific Enforcement. Without limiting the remedies
available to the Holders, the Company and the Trust acknowledge that any
failure by the Company or the Trust to comply with its obligations under
Section 2(a) and Section 2(b) hereof may result in material irreparable injury
to the Holders for which there is no adequate remedy at law, that it would not
be possible to measure damages for such injuries precisely and that, in the
event of any

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such failure, any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Trust's obligations under Section
2(a) and Section 2(b) hereof.

                  3.       Registration Procedures.  In connection with the
obligations of the Company and the Trust with respect to the Registration
Statements pursuant to Sections 2(a) and 2(b) hereof, the Company and the Trust
shall use their best efforts to:

                  (a) prepare and file with the SEC a Registration Statement or
         Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
         within the relevant time period specified in Section 2 hereof on the
         appropriate form under the Securities Act, which form (i) shall be
         selected by the Company and the Trust, (ii) shall, in the case of a
         Shelf Registration, be available for the sale of the Registrable
         Securities by the selling Holders thereof and, in the case of an
         Exchange Offer, be available for the exchange of Registrable
         Securities, and (iii) shall comply as to form in all material respects
         with the requirements of the applicable form and include all financial
         statements required by the SEC to be filed therewith; and use its best
         efforts to cause such Registration Statement to become effective and
         remain effective in accordance with Section 2 hereof; provided,
         however, that if (1) such filing is pursuant to Section 2(b), or (2) a
         Prospectus contained in an Exchange Offer Registration Statement filed
         pursuant to Section 2(a) is required to be delivered under the
         Securities Act by any Participating Broker-Dealer who seeks to sell
         Exchange Securities, before filing any Registration Statement or
         Prospectus or any amendments or supplements thereto, the Company and
         the Trust shall furnish to and afford the Holders of the Registrable
         Securities and each such Participating Broker-Dealer, as the case may
         be, covered by such Registration Statement, their counsel and the
         managing underwriters, if any, a reasonable opportunity to review
         copies of all such documents (including copies of any documents to be
         incorporated by reference therein and all exhibits thereto) proposed
         to be filed. The Company and the Trust shall not file any Registration
         Statement or Prospectus or any amendments or supplements thereto in
         respect of which the Holders must be afforded an opportunity to review
         prior to the filing of such document if the Majority Holders or such
         Participating Broker-Dealer, as the case may be, their counsel or the
         managing underwriters, if any, shall reasonably object;

                  (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
         Effectiveness Period or the Applicable Period, as the case may be; and
         cause each Prospectus to be supplemented, if so determined by the
         Company or the Trust or requested by the SEC, by any required
         prospectus supplement and as so supple-

                                       14


<PAGE>   15



         mented to be filed pursuant to Rule 424 (or any similar provision then
         in force) under the Securities Act, and comply with the provisions of
         the Securities Act, the Exchange Act and the rules and regulations
         promulgated thereunder applicable to it with respect to the
         disposition of all securities covered by each Registration Statement
         during the Effectiveness Period or the Applicable Period, as the case
         may be, in accordance with the intended method or methods of
         distribution by the selling Holders thereof described in this
         Agreement (including sales by any Participating Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Securities included in the Shelf Registration
         Statement, at least three Business Days prior to filing, that a Shelf
         Registration Statement with respect to the Registrable Securities is
         being filed and advising such Holder that the distribution of
         Registrable Securities will be made in accordance with the method
         selected by the Majority Holders; and (ii) furnish to each Holder of
         Registrable Securities included in the Shelf Registration Statement
         and to each underwriter of an underwritten offering of Registrable
         Securities, if any, without charge, as many copies of each Prospectus,
         including each preliminary Prospectus, and any amendment or supplement
         thereto and such other documents as such Holder or underwriter may
         reasonably request, in order to facilitate the public sale or other
         disposition of the Registrable Securities; and (iii) consent to the
         use of the Prospectus or any amendment or supplement thereto by each
         of the selling Holders of Registrable Securities included in the Shelf
         Registration Statement in connection with the offering and sale of the
         Registrable Securities covered by the Prospectus or any amendment or
         supplement thereto;

                  (d) in the case of a Shelf Registration, use its best efforts
         to register or qualify the Registrable Securities under all applicable
         state securities or "blue sky" laws of such jurisdictions by the time
         the applicable Registration Statement is declared effective by the SEC
         as any Holder of Registrable Securities covered by a Registration
         Statement and each underwriter of an underwritten offering of
         Registrable Securities shall reasonably request in writing in advance
         of such date of effectiveness, and do any and all other acts and
         things which may be reasonably necessary or advisable to enable such
         Holder and underwriter to consummate the disposition in each such
         jurisdiction of such Registrable Securities owned by such Holder;
         provided, however, that the Company and the Trust shall not be
         required to (i) qualify as a foreign corporation or as a dealer in
         securities in any jurisdiction where it would not otherwise be
         required to qualify but for this Section 3(d), (ii) file any general
         consent to service of process in any jurisdiction where it would not
         otherwise be subject to such service of process or (iii) subject
         itself to

                                       15


<PAGE>   16



         taxation in any such jurisdiction if it is not then so subject;

                  (e) in the case of (1) a Shelf Registration or (2)
         Participating Broker-Dealers from whom the Company or the Trust has
         received prior written notice that they will be utilizing the
         Prospectus contained in the Exchange Offer Registration Statement as
         provided in Section 3(t) hereof, are seeking to sell Exchange
         Securities and are required to deliver Prospectuses, notify each
         Holder of Registrable Securities, or such Participating
         Broker-Dealers, as the case may be, their counsel and the managing
         underwriters, if any, promptly and promptly confirm such notice in
         writing (i) when a Registration Statement has become effective and
         when any post-effective amendments and supplements thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for amendments and supplements to a Registration Statement
         or 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 qualification of the
         Registrable Securities or the Exchange Securities to be offered or
         sold by any Participating Broker-Dealer in any jurisdiction described
         in paragraph 3(d) hereof or the initiation of any proceedings for that
         purpose, (iv) in the case of a Shelf Registration, 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 and the Trust contained in any purchase
         agreement, securities sales agreement or other similar agreement, if
         any cease to be true and correct in all material respects, and (v) of
         the happening of any event or the failure of any event to occur or the
         discovery of any facts or otherwise, during the Effectiveness Period
         which makes any statement made in such Registration Statement or the
         related Prospectus untrue in any material respect or which causes such
         Registration Statement or Prospectus to 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 (vi) the
         Company and the Trust's reasonable determination that a post-effective
         amendment to the Registration Statement would be appropriate;

                  (f) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement at
         the earliest possible moment;

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities included within the coverage of such
         Shelf Registration Statement, without charge, at least one conformed
         copy of each Registration Statement relating to

                                       16


<PAGE>   17



         such Shelf Registration and any post-effective amendment thereto
         (without 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 in
         such denominations (consistent with the provisions of the Indenture
         and the Declaration) and registered in such names as the selling
         Holders or the underwriters may reasonably request at least two
         Business Days prior to the closing of any sale of Registrable
         Securities pursuant to such Shelf Registration Statement;

                  (i) in the case of a Shelf Registration or an Exchange Offer
         Registration, upon the occurrence of any circumstance contemplated by
         Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, use its best
         efforts to prepare a supplement or post-effective amendment to a
         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 the 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 to notify each Holder to suspend use of
         the Prospectus as promptly as practicable after the occurrence of such
         an event, and each Holder hereby agrees to suspend use of the
         Prospectus until the Company has amended or supplemented the
         Prospectus to correct such misstatement or omission;

                  (j) in the case of a Shelf Registration, a reasonable time
         prior to the filing of any document which is to be incorporated by
         reference into a Registration Statement or a Prospectus after the
         initial filing of a Registration Statement, provide a reasonable
         number of copies of such document to the Holders; and make such of the
         representatives of the Company and the Trust as shall be reasonably
         requested by the Holders of Registrable Securities or the Initial
         Purchaser on behalf of such Holders available for discussion of such
         document;

                  (k) obtain a CUSIP number for all Exchange Capital Securities
         and the Capital Securities (and if the Trust has made a distribution
         of the Subordinated Debentures to the Holders of the Capital
         Securities, the Subordinated Debentures or the Exchange Subordinated
         Debentures) as the case may be, not later than the effective date of a
         Registration Statement, and provide the Trustee with printed
         certificates for the Ex-

                                       17


<PAGE>   18



         change Securities or the Registrable Securities, as the case may be,
         in a form eligible for deposit with the Depositary;

                  (l) cause the Indenture, the Declaration, the Guarantee and
         the Exchange Guarantee to be qualified under the Trust Indenture Act
         of 1939 (the "TIA") in connection with the registration of the
         Exchange Securities or Registrable Securities, as the case may be, and
         effect such changes to such documents as may be required for them to
         be so qualified in accordance with the terms of the TIA and execute,
         and use its best efforts to cause the relevant 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 such
         documents to be so qualified in a timely manner;

                  (m) in the case of a Shelf Registration, enter into such
         agreements (including underwriting agreements) as are customary in
         underwritten offerings (provided that in no event shall the Company
         and the Trust be obligated to effect more than one underwritten
         offering pursuant to this Agreement) and take all such other
         appropriate actions as are reasonably requested in order to expedite
         or facilitate the registration or the disposition of such Registrable
         Securities, and in such connection, whether or not an underwriting
         agreement is entered into and whether or not the registration is an
         underwritten registration, if requested by (x) the Initial Purchaser,
         in the case where an Initial Purchaser holds Securities acquired by it
         as part of its initial distribution and (y) other Holders of
         Securities covered thereby: (i) make such representations and
         warranties to Holders of such Registrable Securities and the
         underwriters (if any), with respect to the business of the Trust, the
         Company and its subsidiaries as then conducted and the Registration
         Statement, Prospectus and documents, if any, incorporated or deemed to
         be incorporated by reference therein, in each case, as are customarily
         made by issuers to underwriters in underwritten offerings, and confirm
         the same if and when requested; (ii) obtain opinions of counsel to the
         Company and the Trust and updates thereof (which may be in the form of
         a reliance letter) in form and substance reasonably satisfactory to
         the managing underwriters (if any) and the Holders of a majority in
         principal amount of the Registrable Securities being sold, addressed
         to each selling Holder and the underwriters (if any) covering the
         matters customarily covered in opinions requested in underwritten
         offerings and such other matters as may be reasonably requested by
         such underwriters (it being agreed that the matters to be covered by
         such opinion may be subject to customary qualifications and
         exceptions); (iii) obtain "cold comfort" letters and updates thereof
         in form and substance reasonably satisfactory to the managing
         underwriters from the independent certified public accountants of the
         Company and the Trust (and, if necessary, any other indepen-

                                       18


<PAGE>   19



         dent certified public accountants of any subsidiary of the Company and
         the Trust or of any business acquired by the Company and the Trust for
         which financial statements and financial data are, or are required to
         be, included in the Registration Statement), addressed to each of the
         underwriters, such letters to be in customary form and covering
         matters of the type customarily covered in "cold comfort" letters in
         connection with underwritten offerings and such other matters as
         reasonably requested by such underwriters in accordance with Statement
         on Auditing Standards No. 72; and (iv) if an underwriting agreement is
         entered into, the same shall contain indemnification provisions and
         procedures customary for such agreements with respect to all parties
         to be indemnified pursuant to said Section (including, without
         limitation, such underwriters and selling Holders). The above shall be
         done at each closing under such underwriting agreement, or as and to
         the extent required thereunder;

                  (n) if (1) a Shelf Registration is filed pursuant to Section
         2(b) or (2) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2(a) is required to be delivered
         under the Securities Act by any Participating Broker-Dealer who seeks
         to sell Exchange Securities during the Applicable Period, make
         reasonably available for inspection by any selling Holder of such
         Registrable Securities being sold, or each such Participating
         Broker-Dealer, as the case may be, any underwriter participating in
         any such disposition of Registrable Securities, if any, and any
         attorney, accountant or other agent retained by any such selling
         Holder or each such Participating Broker-Dealer, as the case may be,
         or underwriter (collectively, the "Inspectors"), at the offices where
         normally kept, during the Company's normal business hours, all
         financial and other records, pertinent corporate documents and
         properties of the Trust, the Company and its subsidiaries
         (collectively, the "Records") as shall be reasonably necessary to
         enable them to exercise any applicable due diligence responsibilities,
         and cause the officers, directors and employees of the Trust, the
         Company and its subsidiaries to supply all relevant information in
         each case reasonably requested by any such Inspector in connection
         with such Registration Statement. Records which the Company and the
         Trust determine, in good faith, to be confidential and any records
         which it notifies the Inspectors are confidential shall not be
         disclosed by the Inspectors unless (i) the disclosure of such Records
         is necessary to avoid or correct a material misstatement or omission
         in such Registration Statement, (ii) the release of such Records is
         ordered pursuant to a subpoena or other order from a court of
         competent jurisdiction or is necessary in connection with any action,
         suit or proceeding or (iii) the information in such Records has been
         made generally available to the public. Each selling Holder of such
         Registrable Securities and each such

                                       19


<PAGE>   20



         Participating Broker-Dealer will be required to agree in writing that
         information obtained by it as a result of such inspections shall be
         deemed confidential and shall not be used by it as the basis for any
         market transactions in the securities of the Trust or the Company
         unless and until such is made generally available to the public. Each
         selling Holder of such Registrable Securities and each such
         Participating Broker-Dealer will be required to further agree in
         writing that it will, upon learning that disclosure of such Records is
         sought in a court of competent jurisdiction, give notice to the
         Company and allow the Company at its expense to undertake appropriate
         action to prevent disclosure of the Records deemed confidential;

                  (o) comply with all applicable rules and regulations of the
         SEC so long as any provision of this Agreement shall be applicable and
         make generally available to its securityholders earning statements
         satisfying the provisions of Section 11(a) of the Securities Act and
         Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any 12-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i) commencing at the end of any fiscal quarter in
         which Registrable Securities are sold to underwriters in a firm
         commitment or best efforts underwritten offering and (ii) if not sold
         to underwriters in such an offering, commencing on the first day of
         the first fiscal quarter of the Company after the effective date of a
         Registration Statement, which statements shall cover said 12-month
         periods provided that the Company's obligations under this paragraph
         (o) shall be satisfied by the timely filing of its quarterly and
         annual reports on Forms 10-Q and 10-K;

                  (p) upon consummation of an Exchange Offer or a Private
         Exchange, if requested by a Trustee, obtain an opinion of counsel to
         the Company addressed to the Trustee for the benefit of all Holders of
         Registrable Securities participating in the Exchange Offer or the
         Private Exchange, as the case may be, and which includes an opinion
         that (i) the Company and the Trust, as the case requires, has duly
         authorized, executed and delivered the Exchange Securities and Private
         Exchange Securities, and (ii) each of the Exchange Securities or the
         Private Exchange Securities, as the case may be, constitute a legal,
         valid and binding obligation of the Company or the Trust, as the case
         requires, enforceable against the Company or the Trust, as the case
         requires, in accordance with its respective terms (in each case, with
         customary exceptions);

                  (q) if an Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Securities by Holders to
         the Company or the Trust, as applicable (or to such other Person as
         directed by the Company or the Trust, respec-

                                       20


<PAGE>   21



         tively), in exchange for the Exchange Securities or the Private
         Exchange Securities, as the case may be, the Company or the Trust, as
         applicable, shall mark, or cause to be marked, on such Registrable
         Securities delivered by such Holders that such Registrable Securities
         are being cancelled in exchange for the Exchange Securities or the
         Private Exchange Securities, as the case may be; in no event shall
         such Registrable Securities be marked as paid or otherwise satisfied;

                  (r) cooperate with each seller of Registrable Securities
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Securities and
         their respective counsel in connection with any filings required to be
         made with the NASD;

                  (s) use its best efforts to take all other steps necessary to
         effect the registration of the Registrable Securities covered by a
         Registration Statement contemplated hereby;

                  (t) (A) in the case of a the Exchange Offer Registration
         Statement (i) include in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution," which section shall be
         reasonably acceptable to the Initial Purchaser or another
         representative of the Participating Broker-Dealers, and which shall
         contain a summary statement of the positions taken or policies made by
         the staff of the SEC with respect to the potential "underwriter"
         status of any broker-dealer (a "Participating Broker-Dealer") that
         holds Registrable Securities acquired for its own account as a result
         of market-making activities or other trading activities and that will
         be the beneficial owner (as defined in Rule 13d- 3 under the Exchange
         Act) of Exchange Securities to be received by such broker-dealer in
         the Exchange Offer, whether such positions or policies have been
         publicly disseminated by the staff of the SEC or such positions or
         policies, in the reasonable judgment of the Initial Purchaser or such
         other representative, represent the prevailing views of the staff of
         the SEC, including a statement that any such broker-dealer who
         receives Exchange Securities for Registrable Securities pursuant to
         the Exchange Offer may be deemed a statutory underwriter and must
         deliver a prospectus meeting the requirements of the Securities Act in
         connection with any resale of such Exchange Securities, (ii) furnish
         to each Participating Broker-Dealer who has delivered to the Company
         the notice referred to in Section 3(e), without charge, as many copies
         of each Prospectus included in the Exchange Offer Registration
         Statement, including any preliminary prospectus, and any amendment or
         supplement thereto, as such Participating BrokerDealer may reasonably
         request (each of the Company and the Trust hereby consents to the use
         of the Prospectus forming part of the Exchange Offer Registration
         Statement or any

                                       21


<PAGE>   22



         amendment or supplement thereto by any Person subject to the
         prospectus delivery requirements of the Securities Act, including all
         Participating Broker-Dealers, in connection with the sale or transfer
         of the Exchange Securities covered by the Prospectus or any amendment
         or supplement thereto), (iii) use its best efforts to keep the
         Exchange Offer Registration Statement effective and to amend and
         supplement the Prospectus contained therein in order to permit such
         Prospectus to be lawfully delivered by all Persons subject to the
         prospectus delivery requirements of the Securities Act for such period
         of time as such Persons must comply with such requirements under the
         Securities Act and applicable rules and regulations in order to resell
         the Exchange Securities; provided, however, that such period shall not
         be required to exceed 90 days (or such longer period if extended
         pursuant to the last sentence of Section 3 hereof) (the "Applicable
         Period"), and (iv) include in the transmittal letter or similar
         documentation to be executed by an exchange offeree in order to
         participate in the Exchange Offer (x) the following provision:

                  "If the exchange offeree is a broker-dealer holding
                  Registrable Securities acquired for its own account as a
                  result of market-making activities or other trading
                  activities, it will deliver a prospectus meeting the
                  requirements of the Securities Act in connection with any
                  resale of Exchange Securities received in respect of such
                  Registrable Securities pursuant to the Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer will
not be deemed to admit that it is an underwriter within the meaning of the
Securities Act; and

                  (B) in the case of any Exchange Offer Registration Statement,
         the Company and the Trust agree to deliver to the Initial Purchaser or
         to another representative of the Participating Broker-Dealers, if
         requested by any such Initial Purchaser or such other representative
         of the Participating Broker-Dealers, on behalf of the Participating
         Broker-Dealers upon consummation of the Exchange Offer (i) an opinion
         of counsel in form and substance reasonably satisfactory to the
         Initial Purchaser or such other representative of the Participating
         Broker-Dealers, covering the matters customarily covered in opinions
         requested in connection with Exchange Offer Registration Statements
         and such other matters as may be reasonably requested (it being agreed
         that the matters to be covered by such opinion may be subject to
         customary qualifications and exceptions), (ii) an officers'
         certificate containing certifications substantially similar to those
         set forth in

                                       22


<PAGE>   23



         Section 5(g) of the Purchase Agreement and such additional
         certifications as are customarily delivered in a public offering of
         debt securities and (iii) as well as upon the effectiveness of the
         Exchange Offer Registration Statement, a comfort letter, in each case,
         in customary form if permitted by Statement on Auditing Standards No.
         72.

                  The Company or the Trust may require each seller of
Registrable Securities as to which any registration is being effected to
furnish to the Company or the Trust, as applicable, such information regarding
such seller as may be required by the staff of the SEC to be included in a
Registration Statement. The Company or the Trust may exclude from such
registration the Registrable Securities of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request.
The Company shall have no obligation to register under the Securities Act the
Registrable Securities of a seller who so fails to furnish such information.

                  In the case of (1) a Shelf Registration Statement or (2)
Participating Broker-Dealers who have notified the Company and the Trust that
they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(t) hereof, are seeking to sell
Exchange Securities and are required to deliver Prospectuses each Holder agrees
that, upon receipt of any notice from the Company or the Trust of the happening
of any event of the kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or
3(e)(vi) 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 or until it is advised in writing (the "Advice") by the
Company and the Trust that the use of the applicable Prospectus may be resumed,
and, if so directed by the Company and the Trust, such Holder will deliver to
the Company or the Trust (at the Company's or the Trust's expense, as the case
requires) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities or Exchange Securities, as the case may be, current at
the time of receipt of such notice. If the Company or the Trust shall give any
such notice to suspend the disposition of Registrable Securities or Exchange
Securities, as the case may be, pursuant to a Registration Statement, the
Company and the Trust shall use their best efforts to file and have declared
effective (if an amendment) as soon as practicable an amendment or supplement
to the Registration Statement and shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days in the period from and including the date of the giving
of such notice to and including the date when the Company and the Trust shall
have made available to the Holders (x) copies of the supplemented or amended
Prospectus necessary to resume such dispositions or (y) the Advice.

                                       23


<PAGE>   24




                  4. Indemnification and Contribution. In connection with any
Registration Statement, the Company and the Trust shall, jointly and severally,
indemnify and hold harmless the Initial Purchaser, each Holder, each
underwriter who participates in an offering of the Registrable Securities, each
Participating Broker-Dealer, each Person, if any, who controls any of such
parties within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act and each of their respective directors, officers, employees
and agents, as follows:

                  (i) from and against any and all loss, liability, claim,
         damage and expense whatsoever, joint or several, as incurred, arising
         out of any untrue statement or alleged untrue statement of a material
         fact contained in any Registration Statement (or any amendment
         thereto), covering Registrable Securities or Exchange Securities,
         including all documents incorporated therein by reference, or the
         omission or alleged omission therefrom of a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact contained in any Prospectus (or any
         amendment or supplement thereto) or the omission or alleged omission
         therefrom of a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (ii) from and against any and all loss, liability, claim,
         damage and expense whatsoever, joint or several, as incurred, to the
         extent of the aggregate amount paid in settlement of any litigation,
         or any investigation or proceeding by any court or governmental agency
         or body, commenced or threatened, or of any claim whatsoever based
         upon any such untrue statement or omission, or any such alleged untrue
         statement or omission, if such settlement is effected with the prior
         written consent of the Company; and

                  (iii) from and against any and all expenses whatsoever, as
         incurred (including reasonable fees and disbursements of counsel
         chosen by such Holder, such Participating Broker-Dealer, or any
         underwriter (except to the extent otherwise expressly provided in
         Section 4(c) hereof)), reasonably incurred in investigating, preparing
         or defending against any litigation, or any investigation or
         proceeding by any court or governmental agency or body, commenced or
         threatened, or any claim whatsoever based upon any such untrue
         statement or omission, or any such alleged untrue statement or
         omission, to the extent that any such expense is not paid under
         subparagraph (i) or (ii) of this Section 4(a);

provided, however, that (i) this indemnity does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or

                                       24


<PAGE>   25



omission made in reliance upon and in conformity with written information
furnished in writing to the Company or the Trust by such Holder, such
Participating Broker-Dealer or any underwriter with respect to such Holder,
Participating Broker-Dealer or any underwriter, as the case may be, expressly
for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) and (ii) the Company and
the Trust shall not be liable to any such Holder, Participating BrokerDealer,
any underwriter or controlling person, with respect to any untrue statement or
alleged untrue statement or omission or alleged omission in any preliminary
Prospectus to the extent that any such loss, liability, claim, damage or
expense of any Holder, Participating Broker-Dealer, any underwriter or
controlling person results from the fact that such Holder, any underwriter or
Participating Broker-Dealer sold Securities to a person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the final Prospectus as then amended or supplemented if the Company had
previously furnished copies thereof to such Holder, underwriter or
Participating Broker-Dealer and the loss, liability, claim, damage or expense
of such Holder, underwriter, Participating Broker-Dealer or controlling person
results from an untrue statement or omission of a material fact contained in
the preliminary Prospectus which was corrected in the final Prospectus. Any
amounts advanced by the Company or the Trust to an indemnified party pursuant
to this Section 4 as a result of such losses shall be returned to the Company
or the Trust if it shall be finally determined by such a court in a judgment
not subject to appeal or final review that such indemnified party was not
entitled to indemnification by the Company or the Trust.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Trust, any underwriter and the
other selling Holders and each of their respective directors, officers
(including each officer of the Company and the Trust who signed the
Registration Statement), employees and agents and each Person, if any, who
controls the Company, the Trust, any underwriter or any other selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all loss, liability, claim, damage and
expense whatsoever described in the indemnity contained in Section 4(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in a Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company or the Trust by such selling Holder with respect to such Holder
expressly for use in a Registration Statement (or any amendment thereto), or
any such Prospectus (or any amendment or supplement thereto); provided,
however, that, in the case of a Shelf Registration Statement, no such Holder
shall be liable for any claims hereunder in excess of the amount of net
proceeds

                                       25


<PAGE>   26



received by such Holder from the sale of Registrable Securities pursuant to
such Shelf Registration Statement.

                  (c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, enclosing a copy of all papers properly
served on such indemnified party, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have under this Section 4, except to the extent that it is materially
prejudiced by such failure. An indemnifying party may participate at its own
expense in the defense of such action. If an indemnifying party so elects
within a reasonable time after receipt of such notice, an indemnifying party,
severally or jointly with any other indemnifying parties receiving such notice,
may assume the defense of such action with counsel chosen by it and reasonably
acceptable to the indemnified parties defendant in such action, provided,
however, that if (i) representation of such indemnified party by the same
counsel would present a conflict of interest or (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and any such indemnified party reasonably
determines that there may be legal defenses available to such indemnified party
which are different from or in addition to those available to such indemnifying
party, then in the case of clauses (i) and (ii) of this Section 4(c) such
indemnifying party and counsel for each indemnifying party or parties shall not
be entitled to assume such defense. If an indemnifying party is not entitled to
assume the defense of such action as a result of the proviso to the preceding
sentence, counsel for such indemnifying party and counsel for each indemnified
party or parties shall be entitled to conduct the defense of such indemnified
party or parties. If an indemnifying party assumes the defense of such action,
in accordance with and as permitted by the provisions of this paragraph, such
indemnifying parties shall not be liable for any fees and expenses of counsel
for the indemnified parties incurred thereafter in connection with such action.
In no event shall the indemnifying parties be liable for the fees and expenses
of more than one counsel (in addition to local counsel), separate from its own
counsel, for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional written
release in form and substance satisfactory to the indemnified parties of each
indemnified party from all

                                       26


<PAGE>   27



liability arising out of such litigation, investigation, proceeding or claim
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

                  (d) Notwithstanding the last sentence of Section 4(c), if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for reasonable fees and expenses of counsel
pursuant to Section 4(a)(iii) above, such indemnifying party agrees that it
shall be liable for any settlement effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement; provided that an indemnifying party shall not be
liable for any such settlement effected without its consent if such
indemnifying party (1) reimburses such indemnified party in accordance with
such request to the extent it considers reasonable and (2) provides written
notice to the indemnified party substantiating the unpaid balance as
unreasonable, in each case prior to the date of such settlement.

                  (e) In order to provide for just and equitable contribution
in circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company, the Trust, and
the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Trust, and the Holders, as incurred; provided that
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any Person that
was not guilty of such fraudulent misrepresentation. As between the Company,
the Trust, and the Holders, such parties shall contribute to such aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement in such proportion as shall be appropriate to reflect
the relative fault of the Company and Trust, on the one hand, and the Holders,
on the other hand, with respect to the statements or omissions which resulted
in such loss, liability, claim, damage or expense, or action in respect
thereof, as well as any other relevant equitable considerations. The relative
fault of the Company and the Trust, on the one hand, and of the Holders, on the
other hand, 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 Company or the Trust, on the one hand, or by or on behalf of the Holders,
on the other, and the parties' relative

                                       27


<PAGE>   28



intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company, the Trust and the Holders of the
Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 4 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations. For purposes of this Section 4, each
affiliate of a Holder, and each director, officer, employee, agent and Person,
if any, who controls a Holder or such affiliate within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Holder, and each director of each of the Company
or the Trust, each officer of each of the Company or the Trust who signed the
Registration Statement, and each Person, if any, who controls each of the
Company and the Trust within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as
each of the Company or the Trust.

                  5.       Participation in an Underwritten Registration. No
Holder may participate in an underwritten registration hereunder unless such
Holder (a) agrees to sell such Holder's Registrable Securities on the basis
provided in the underwriting arrangement approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents reasonably required under the
terms of such underwriting arrangements.

                  6.       Selection of Underwriters. The Holders of
Registrable Securities covered by the Shelf Registration Statement who desire
to do so may sell the securities covered by such Shelf Registration in one
underwritten offering. In such underwritten offering, the underwriter or
underwriters and manager or managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal amount of the
Registrable Securities included in such offering; provided, however, that such
underwriters and managers must be reasonably satisfactory to the Company and
the Trust and further, that the Company shall only be obligated to effect one
underwritten offering of the Registrable Securities covered by such Shelf
Registration Statement.

                  7.       Miscellaneous.

                  (a) Rule 144 and Rule 144A. For so long as the Company or the
Trust is subject to the reporting requirements of Section 13 or 15 of the
Exchange Act and any Registrable Securities remain outstanding, the Company and
the Trust, as the case may be, will their its best efforts to file the reports
required to be filed by it under the Securities Act and Section 13(a) or 15(d)
of the Exchange Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it will,
upon the request of any Holder of Registrable

                                       28


<PAGE>   29



Securities (a) make publicly available such information as is necessary to
permit sales of their securities pursuant to Rule 144 under the Securities Act,
(b) deliver such information to a prospective purchaser as is necessary to
permit sales of their securities pursuant to Rule 144A under the Securities Act
and it will take such further action as any Holder of Registrable Securities
may reasonably request, and (c) take such further action that is reasonable in
the circumstances, in each case, to the extent required from time to time to
enable such Holder to sell its Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
(i) Rule 144 under the Securities Act, as such rule may be amended from time to
time, (ii) Rule 144A under the Securities Act, as such rule may be amended from
time to time, or (iii) any similar rules or regulations hereafter adopted by
the SEC.  Upon the request of any Holder of Registrable Securities, the Company
and the Trust will deliver to such Holder a written statement as to whether it
has complied with such requirements.

                  (b) No Inconsistent Agreements. The Company or the Trust has
not entered into nor will the Company or the Trust on or after the date of this
Agreement enter into any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. 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 the Company's or the Trust's other issued and
outstanding securities under any such agreements.

                  (c) 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 and the Trust 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 departure; provided no amendment, modification or
supplement or waiver or consent to the departure with respect to the provisions
of Section 4 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder of Registrable
Securities. Notwithstanding the foregoing sentence, (i) this Agreement may be
amended, without the consent of any Holder of Registrable Securities, by
written agreement signed by the Company, the Trust and the Initial Purchaser,
to cure any ambiguity, correct or supplement any provision of this Agreement
that may be inconsistent with any other provision of this Agreement or to make
any other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with other provisions of this
Agreement, (ii) this Agreement may be amended, modified or supplemented, and
waivers and consents to departures from the provisions hereof may be given, by
written agreement signed by the Company, the Trust and

                                       29


<PAGE>   30



the Initial Purchaser to the extent that any such amendment, modification,
supplement, waiver or consent is, in their reasonable judgment, necessary or
appropriate to comply with applicable law (including any interpretation of the
Staff of the SEC) or any change therein and (iii) to the extent any provision
of this Agreement relates to the Initial Purchaser, such provision may be
amended, modified or supplemented, and waivers or consents to departures from
such provisions may be given, by written agreement signed by the Initial
Purchaser, the Company and the Trust.

                  (d) 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 or the Trust by means of a notice given in
accordance with the provisions of this Section 7(d), which address initially
is, with respect to the Initial Purchaser, the address set forth in the
Purchase Agreement; and (ii) if to the Company or the Trust, 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 7(d).

                  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.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchaser, including, without limitation and without the need for an
express assignment, subsequent Holders; provided, however, 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 of 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.

                                       30


<PAGE>   31



                  (f) Third Party Beneficiary. The Initial Purchaser and any
Participating Broker-Dealer shall be a third party beneficiary of the
agreements made hereunder between the Company and the Trust, on the one hand,
and the Holders, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.

                  (g) 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.

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

                  (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE
BEEN MADE IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

                  (j) 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.

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

                                       31


<PAGE>   32


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

                                    FIRST WESTERN BANCORP, INC.

                                    By: /s/ ROBERT H. YOUNG
                                        ---------------------------
                                            Name:   Robert H. Young
                                            Title:  Executive Vice President
                                                    and Chief Financial Officer

                                    FIRST WESTERN CAPITAL TRUST I

                                    By: /s/ THOMAS S. MANSELL
                                        ---------------------------
                                            Name:   Thomas S. Mansell
                                            Title:  Administrative Trustee

                                    By: /s/ ROBERT H. YOUNG
                                        ---------------------------
                                            Name:   Robert H. Young
                                            Title:  Administrative Trustee

Confirmed and accepted as of
         the date first above
         written:

SANDLER O'NEILL & PARTNERS, L.P.

By:      SANDLER O'NEILL & PARTNERS CORP.,
         the sole general partner

By: /s/ HERMAN S. SANDLER
    ---------------------------
         Name:   Herman S. Sandler
         Title:  President

                                       32