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                                                                    EXHIBIT 4.03

                                  $100,000,000

                        STATE AUTO FINANCIAL CORPORATION

                    6 1/4% SENIOR NOTES DUE NOVEMBER 15, 2013

                        REGISTRATION RIGHTS AGREEMENT

                                                               November 13, 2003

MCDONALD INVESTMENTS INC.
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
SANDLER O'NEILL & PARTNERS, L.P.
c/o McDonald Investments Inc.
    800 Superior Avenue
    Cleveland, Ohio 44114

Dear Sirs:

         State Auto Financial Corporation, an Ohio corporation (the "Company"),
proposes to issue and sell to McDonald Investments Inc., Friedman, Billings,
Ramsey & Co., Inc. and Sandler O'Neill Partners, L.P. (collectively, the
"Initial Purchasers"), upon the terms set forth in a purchase agreement dated
November 6, 2003 (the "Purchase Agreement"), $100,000,000 aggregate principal
amount of its 6 1/4% Senior Notes due November 15, 2013 (the "Initial
Securities"). The Initial Securities will be issued pursuant to an Indenture,
dated as of the date hereof (the "Indenture"), between the Company and Fifth
Third Bank, as trustee (the "Trustee"). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company agrees with the
Initial Purchasers, for the benefit of the Initial Purchasers and the holders of
the Securities (collectively the "Holders"), as follows:

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

         "Additional Interest" shall have the meaning set forth in Section 7(a)
hereof.

         "Additional Interest Rate" shall have the meaning set forth in Section
7(a) hereof.

         "Affiliate" of any specified person shall mean any other person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the specified person. For
purposes of this definition, "control" means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract or
otherwise.

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

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

         "Closing Date" shall have the meaning set forth in Section 2 hereof.

         "Commission" shall mean the Securities and Exchange Commission.

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

         "Conduct Rules" shall mean the Conduct Rules of the National
Association of Securities Dealers, Inc.

         "Consummation Deadline" shall have the meaning set forth in Section 2
hereof.

         "Effectiveness Deadline" shall have the meaning set forth in Section 2
and Section 3(a) hereof.

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

         "Exchange Offer Registration Statement" shall have the meaning set
forth in Section 2 hereof.

         "Exchange Offer Registration Period" shall have the meaning set forth
in Section 2 hereof.

         "Exchange Securities" shall have the meaning set forth in Section 2
hereof.

         "Filing Deadline" shall have the meaning set forth in Section 2 and
Section 3(a) hereof.

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

         "Indemnified Parties" shall have the meaning set forth in Section 6(a)
hereof.

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

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

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

         "Managing Underwriters" shall have the meaning set forth in Section 9
hereof.

         "Participating Broker-Dealer" shall have the meaning set forth in
Section 2 hereof.

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

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

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

         "Registered Exchange Offer" shall have the meaning set forth in Section
2 hereof.

         "Registration Default" shall have the meaning set forth in Section 7(a)
hereof.

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         "Registration Statement" shall mean any Exchange Offer Registration
Statement or any Shelf Registration Statement.

         "Rule 144" shall mean Rule 144 under the Securities Act.

         "Rule 144A" shall mean Rule 144A under the Securities Act.

         "Rule 415" shall mean Rule 415 under the Securities Act.

         "Securities" shall mean, collectively, the Initial Securities, the
Exchange Securities and the Private Exchange Securities.

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

         "Shelf Registration" shall have the meaning set forth in Section 3(a)
hereof.

         "Shelf Registration Statement" shall have the meaning set forth in
Section 3(a) hereof.

         "Transfer Restricted Securities" shall mean any Securities until (i)
the date on which such Securities have been exchanged by a person other than a
Broker-Dealer for freely transferable Exchange Securities in the Registered
Exchange Offer, (ii) following the exchange by a Broker-Dealer in the Registered
Exchange Offer of Initial Securities for Exchange Securities, the date on which
such Exchange Securities are sold to a purchaser who receives from such
Broker-Dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Securities have been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or (iv) the date
on which such Securities are distributed to the public pursuant to Rule 144 or
are saleable pursuant to Rule 144(k).

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

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

         2. Registered Exchange Offer. Unless not permitted by applicable law or
applicable interpretations thereof by the staff of the Commission (after the
Company has complied with the last paragraph of this Section 2), the Company
shall prepare and, not later than 90 days (such 90th day being a "Filing
Deadline") after the date on which the Initial Purchasers purchased the Initial
Securities pursuant to the Purchase Agreement (the "Closing Date"), use its
reasonable best efforts to file with the Commission a registration statement
(including any amendments and supplements thereto, all exhibits thereto and all
material incorporated by reference therein, the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act, with respect to a
proposed offer (the "Registered Exchange Offer") to the Holders of Transfer
Restricted Securities who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of debt securities of the Company issued under the
Indenture, identical in all material respects to the Initial Securities and
registered under the Securities Act (except that such debt securities will be
registered under the Securities Act and will not contain provisions for
Additional Interest as contemplated by Section 7 hereof) (the "Exchange
Securities"). The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day being an
"Effectiveness Deadline") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law)

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after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the "Exchange Offer Registration Period").

         If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered and not withdrawn in accordance with the terms of
the Registered Exchange Offer) and (ii) will be required to consummate the
Registered Exchange Offer no later than 45 days after the date on which the
Exchange Offer Registration Statement is declared effective (such 45th day being
the "Consummation Deadline").

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

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder that is a Broker-Dealer electing
to exchange Initial Securities that were acquired for its own account as a
result of market-making activities or other trading activities for Exchange
Securities (a "Participating Broker-Dealer") is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover of such
prospectus, (b) Annex B hereto in a section of such prospectus setting forth the
details of the Exchange Offer, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Participating Broker-Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities acquired in exchange for Initial Securities constituting any portion
of an unsold allotment is required to deliver a prospectus containing the
information required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in connection with such sale.

         The Company shall use its reasonable 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 in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Participating Broker-Dealer or an Initial Purchaser,
such period shall be the lesser of 180 days and the date on which all
Participating Broker-Dealers and the Initial Purchasers have sold all Exchange
Securities held by them (unless such period is extended pursuant to Section 4(j)
below) and (ii) the Company shall make such prospectus and any amendment or
supplement thereto available to any Broker-Dealer for use in connection with any
resale of any Exchange Securities for a period of not less than 180 days after
the consummation of the Registered Exchange Offer.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such

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Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (except that such debt securities will not be registered under the
Securities Act and will contain a restrictive legend) (the "Private Exchange
Securities"). The Private Exchange Notes shall bear the same CUSIP number as the
Exchange Notes to the extent permitted by the CUSIP Bureau.

         In connection with the Registered Exchange Offer, the Company shall:

                  (a) 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;

                  (b) keep the Registered Exchange Offer open for not less than
         30 days (or longer, if required by applicable law) after the date
         notice thereof is mailed to the Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York, which may be the Trustee or an affiliate of the Trustee;

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

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

                  (f) otherwise comply with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

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

                  (b) deliver to the Trustee for cancellation all the Initial
         Securities so accepted for exchange; and

                  (c) cause the Trustee to authenticate and deliver promptly to
         each Holder of the Initial Securities, Exchange Securities or Private
         Exchange Securities, as the case may be, equal in principal amount to
         the Initial Securities of such Holder so accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all

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matters as one class and that none of the Securities will have the right to vote
or consent as a class separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

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

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an Affiliate of the Company or, if
it is an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a Broker-Dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if such
Holder is a Broker-Dealer, that it will receive Exchange Securities for its own
account in exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all

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such other actions as may be requested by the Commission or otherwise required
in connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission, (ii) delivering
to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.
Notwithstanding the foregoing, if, at the time the Company is required to
commence or consummate the Registered Exchange Offer, the Commission prohibits
exchange offers such as the Registered Exchange Offer, the Company will not be
obligated to seek a no-action letter or other favorable decision from the
Commission.

         3. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 2 hereof, (ii) the Registered Exchange Offer is not consummated by the
225th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Participating Broker-Dealer) is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder
(other than an Participating Broker-Dealer) that participates in the Registered
Exchange Offer, such Holder does not receive freely tradeable Exchange
Securities on the date of the exchange and any such Holder so requests, the
Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur, including
in the case of clauses (iii) or (iv) the receipt of the required notice, being a
"Trigger Date"):

                  (a) The Company shall promptly (but in no event more than 45
         days after the Trigger Date (such 45th day being a "Filing Deadline")
         file with the Commission and thereafter use its reasonable best efforts
         to cause to be declared effective no later than 135 days after the
         Trigger Date (such 135th day being an "Effectiveness Deadline") a
         registration statement (including any amendments and supplements
         thereto, all exhibits thereto and all material incorporated by
         reference therein, the "Shelf Registration Statement") on an
         appropriate form relating to the offer and sale of the Transfer
         Restricted Securities by the Holders thereof from time to time in
         accordance with the methods of distribution set forth in the Shelf
         Registration Statement and Rule 415 (hereinafter, the "Shelf
         Registration"); provided, however, that no Holder (other than an
         Initial Purchaser) shall be entitled to have the Securities held by it
         covered by such Shelf Registration Statement unless such Holder agrees
         in writing to be bound by all the provisions of this Agreement
         applicable to such Holder.

                  (b) The Company shall use its reasonable best efforts to keep
         the Shelf Registration Statement continuously effective in order to
         permit the prospectus included therein to be lawfully delivered by the
         Holders of the relevant Securities, for a period of two years (or for
         such longer period if extended pursuant to Section 4(j) below) from the
         date of its effectiveness or such shorter period that will terminate
         when all the Securities covered by the Shelf Registration Statement (i)
         have been sold pursuant thereto or (ii) are no longer "restricted
         securities" (as defined in Rule 144). The Company shall be deemed not
         to have used its reasonable best efforts to keep the Shelf Registration
         Statement effective during the requisite period if it voluntarily takes
         any action that would result in Holders of Securities covered thereby
         not being able to offer and sell such Securities during that period,
         unless (i) such action is required by applicable law or (ii) such
         action is taken by the Company in good faith and for valid business
         reasons (not including avoidance of its obligations hereunder),
         including the acquisition or divestiture of assets, so long as the
         Company thereafter promptly complies with the requirements of Section
         4(j) hereof, if applicable.

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                  (c) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement, (i) to comply in all material respects with the applicable
         requirements of the Securities Act and the rules and regulations of the
         Commission and (ii) not to contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading.

         4. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 3 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 2 hereof, the following provisions shall
apply:

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that an
         Initial Purchaser (with respect to any portion of an unsold allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf Registration Statement, the Company shall use its
         best efforts to reflect in each such document, when so filed with the
         Commission, such comments as such Initial Purchaser reasonably may
         propose; (ii) include the information set forth in Annex A hereto on
         the cover of such prospectus, in Annex B hereto in a section of such
         prospectus setting forth the details of the Exchange Offer and in Annex
         C hereto in the "Plan of Distribution" section of the prospectus
         forming a part of the Exchange Offer Registration Statement and include
         the information set forth in Annex D hereto in the letter of
         transmittal delivered pursuant to the Registered Exchange Offer; (iii)
         if requested by an Initial Purchaser, include the information required
         by Items 507 or 508 of Regulation S-K under the Securities Act, as
         applicable, in the prospectus forming a part of the Exchange Offer
         Registration Statement; (iv) include within the prospectus contained in
         the Exchange Offer Registration Statement a section entitled "Plan of
         Distribution," reasonably acceptable to the Initial Purchasers, which
         shall contain a summary statement of the positions taken or policies
         made by the staff of the Commission with respect to the potential
         "underwriter" status of any Broker-Dealer that is the beneficial owner
         (as defined in Rule 13d-3 under the Exchange Act) of Exchange
         Securities received by such Participating Broker-Dealer in the
         Registered Exchange Offer, whether such positions or policies have been
         publicly disseminated by the staff of the Commission or such positions
         or policies, in the reasonable judgment of the Initial Purchasers based
         upon advice of counsel (which may be in-house counsel), represent the
         prevailing views of the staff of the Commission; and (v) in the case of
         a Shelf Registration Statement, include the names of the Holders who
         propose to sell Securities pursuant to the Shelf Registration Statement
         as selling securityholders.

                  (b) The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and any Participating
         Broker-Dealer from whom the Company has received prior written notice
         that it will be a Participating Broker-Dealer in the Registered
         Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall
         be accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

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

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                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

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

                           (iv) of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v) of the happening of any event that requires the
                  Company to make changes in the Registration Statement or the
                  prospectus in order that the Registration Statement or the
                  prospectus do not contain an untrue statement of a material
                  fact nor omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in the
                  case of the prospectus, in light of the circumstances under
                  which they were made) not misleading.

                  (c) The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time, of any order suspending
         the effectiveness of the Registration Statement.

                  (d) The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, without charge,
         at least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto (including those, if any, incorporated by reference).

                  (e) The Company shall deliver to each Participating
         Broker-Dealer and each Initial Purchaser, and to any other Holder who
         so requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, and, if any Initial
         Purchaser or any such Holder requests, all exhibits thereto (including
         those incorporated by reference).

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

                  (g) The Company shall deliver to each Initial Purchaser, any
         Participating Broker-Dealer, any Participating Broker-Dealer and such
         other persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by any
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection

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         with the offering and sale of the Exchange Securities covered by the
         prospectus, or any amendment or supplement thereto, included in such
         Exchange Offer Registration Statement.

                  (h) Prior to any public offering of the Securities pursuant to
         any Registration Statement, the Company shall register or qualify or
         cooperate with the Holders of the Securities included therein and their
         respective counsel in connection with the registration or qualification
         of the Securities for offer and sale under the securities or "blue sky"
         laws of such states of the United States as any Holder of the
         Securities reasonably requests in writing and do any and all other acts
         or things necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities covered by such Registration Statement;
         provided, however, that the Company shall not be required to (i)
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or (ii) take any action which would subject it to
         general service of process or to taxation in any jurisdiction where it
         is not then so subject.

                  (i) The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as the Holders may request a
         reasonable period of time prior to sales of the Securities pursuant to
         such Registration Statement.

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 4(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement, any supplement to the related
         prospectus or any other required document so that, as thereafter
         delivered to Holders of the Securities or purchasers of Securities, the
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Initial Purchasers, the Holders of the Securities and any known
         Participating Broker-Dealer in accordance with paragraphs (ii) through
         (v) of Section 4(b) above to suspend the use of the prospectus until
         the requisite changes to the prospectus have been made, then the
         Initial Purchasers, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus, and
         the period of effectiveness of the Shelf Registration Statement
         provided for in Section 3(b) above and the Exchange Offer Registration
         Statement provided for in Section 2 above shall each be extended by the
         number of days from and including the date of the giving of such notice
         to and including the date when the Initial Purchasers, the Holders of
         the Securities and any known Participating Broker-Dealer shall have
         received such amended or supplemented prospectus pursuant to this
         Section 4(j).

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Initial Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with The Depository Trust Company.

                  (l) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Securities Act and Rule 158
         promulgated thereunder) an earnings statement satisfying the provisions
         of Section 11(a) of the Securities Act, no later than

                                       10

<PAGE>

         45 days after the end of a 12-month period (or 90 days, if such period
         is a fiscal year) beginning with the first month of the Company's first
         fiscal quarter commencing after the effective date of the Registration
         Statement, which statement shall cover such 12-month period.

                  (m) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

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

                  (o) The Company shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as any Holder of the Securities
         shall reasonably request in order to facilitate the disposition of the
         Securities pursuant to any Shelf Registration.

                  (p) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) cause the
         Company's officers, directors, employees, accountants and auditors to
         supply all relevant information reasonably requested by the Holders of
         the Securities or any such underwriter, attorney, accountant or agent
         in connection with the Shelf Registration Statement, in each case, as
         shall be reasonably necessary to enable such persons to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that the foregoing inspection and
         information gathering shall be coordinated on behalf of the Initial
         Purchasers by you and on behalf of the other parties, by one counsel
         designated by and on behalf of such other parties as described in
         Section 5 hereof; provided further, that the foregoing inspection and
         information gathering shall be subject to any confidentiality
         procedures reasonably instituted by the Company.

                  (q) In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the managing
         underwriters, if any, thereof and dated, in the case of the initial
         opinion, the effective date of such Shelf Registration Statement (it
         being agreed that the matters to be covered by such opinion shall be
         those customary for underwritten offerings and include, without
         limitation, the matters similar to those set forth in Section 6(c) of
         the Purchase Agreement); (ii) its officers to execute and deliver all
         customary documents and certificates and updates thereof requested by
         any underwriters of the applicable Securities and (iii) its independent
         public accountants to provide to the selling Holders of the applicable
         Securities and any underwriter therefor a comfort letter in customary
         form and covering matters of the type customarily covered in comfort
         letters in

                                       11

<PAGE>

         connection with primary underwritten offerings, subject to receipt of
         appropriate documentation as contemplated, and only if permitted, by
         Statement of Auditing Standards No. 72.

                  (r) If a Registered Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Initial Securities by Holders to
         the Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Securities or the Private Exchange
         Securities, as the case may be, the Company shall mark, or caused to be
         marked, on the Initial Securities so exchanged that such Initial
         Securities are being canceled in exchange for the Exchange Securities
         or the Private Exchange Securities, as the case may be; in no event
         shall the Initial Securities be marked as paid or otherwise satisfied.

                  (s) The Company will use its reasonable best efforts to (i) if
         the Initial Securities have been rated prior to the initial sale of
         such Initial Securities, confirm such ratings will apply to the
         Securities covered by a Registration Statement, or (ii) if the Initial
         Securities were not previously rated, cause the Securities covered by a
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by Holders of a majority in aggregate
         principal amount of Securities covered by such Registration Statement,
         or by the Managing Underwriters, if any.

                  (t) In the event that any Broker-Dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, the Company will assist such Broker-Dealer in complying with
         the requirements of such Conduct Rules, including, without limitation,
         by (i) if such Conduct Rules, including Conduct Rule 2720, shall so
         require, engaging a "qualified independent underwriter" (as defined in
         Conduct Rule 2720) to participate in the preparation of the
         Registration Statement relating to such Securities, to exercise usual
         standards of due diligence in respect thereto and, if any portion of
         the offering contemplated by such Registration Statement is an
         underwritten offering or is made through a placement or sales agent, to
         recommend the yield of such Securities, (ii) indemnifying any such
         qualified independent underwriter to the extent of the indemnification
         of underwriters provided in Section 6 hereof and (iii) providing such
         information to such Broker-Dealer as may be required in order for such
         Broker-Dealer to comply with the requirements of the Conduct Rules.

                  (u) The Company shall use its best efforts to take all other
         steps necessary to effect the registration of the Securities covered by
         a Registration Statement contemplated hereby.

         5. Registration Expenses.

                  (a) All expenses incident to the Company's performance of and
         compliance with this Agreement will be borne by the Company, regardless
         of whether a Registration Statement is ever filed or becomes effective,
         including without limitation:

                           (i) all registration and filing fees and expenses;

                           (ii) all fees and expenses of compliance with federal
                  securities and state "blue sky" or securities laws;

                           (iii) all expenses of printing (including printing
                  certificates for the Securities to be issued in the Registered
                  Exchange Offer and the Private Exchange and printing of
                  Prospectuses), messenger and delivery services and telephone;

                                       12

<PAGE>

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

                           (v) if applicable, all application and filing fees in
                  connection with listing the Exchange Securities on a national
                  securities exchange or automated quotation system pursuant to
                  the requirements hereof; and

                           (vi) all fees and disbursements of independent
                  certified public accountants of the Company (including the
                  expenses of any special audit and comfort letters required by
                  or incident to such performance).

         The Company will bear its internal expenses (including, without
         limitation, all salaries and expenses of its officers and employees
         performing legal or accounting duties), the expenses of any annual
         audit and the fees and expenses of any person, including special
         experts, retained by the Company.

                  (b) In connection with any Registration Statement required by
         this Agreement, the Company will reimburse the Initial Purchasers and
         the Holders of Transfer Restricted Securities who are tendering Initial
         Securities in the Registered Exchange Offer and/or selling or reselling
         Securities pursuant to the "Plan of Distribution" contained in the
         Exchange Offer Registration Statement or the Shelf Registration
         Statement, as applicable, for the reasonable fees and disbursements of
         not more than one counsel, who shall be Jones Day unless another firm
         shall be chosen by the Holders of a majority in principal amount of the
         Transfer Restricted Securities for whose benefit such Registration
         Statement is being prepared.

         6. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder of the Securities, any Participating Broker-Dealer and each
         person, if any, who controls such Holder or such Participating
         Broker-Dealer within the meaning of the Securities Act or the Exchange
         Act (each Holder, any Participating Broker-Dealer and such controlling
         persons are referred to collectively as the "Indemnified Parties") from
         and against any losses, claims, damages or liabilities, joint or
         several, or any actions in respect thereof (including, but not limited
         to, any losses, claims, damages, liabilities or actions relating to
         purchases and sales of the Securities) to which each Indemnified Party
         may become subject under the Securities Act, the Exchange Act or
         otherwise, insofar as such losses, claims, damages, liabilities or
         actions arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration, or arise
         out of, or are based upon, the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and shall reimburse, as
         incurred, the Indemnified Parties for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action in respect
         thereof; provided, however, that (i) the Company shall not be liable in
         any such case to the extent that such loss, claim, damage or liability
         arises out of or is based upon any untrue statement or alleged untrue
         statement or omission or alleged omission made in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration in reliance
         upon and in conformity with written information pertaining to such
         Holder and furnished to the Company by or on behalf of such Holder
         specifically for inclusion therein and (ii) with respect to any untrue
         statement or omission or alleged untrue statement or omission made in
         any preliminary prospectus relating to a Shelf Registration Statement,
         the

                                       13

<PAGE>

         indemnity agreement contained in this subsection (a) shall not inure to
         the benefit of any Holder or Participating Broker-Dealer from whom the
         person asserting any such losses, claims, damages or liabilities
         purchased the Securities concerned, to the extent that a prospectus
         relating to such Securities was required to be delivered by such Holder
         or Participating Broker-Dealer under the Securities Act in connection
         with such purchase and any such loss, claim, damage or liability of
         such Holder or Participating Broker-Dealer results from the fact that
         there was not sent or given to such person, at or prior to the written
         confirmation of the sale of such Securities to such person, a copy of
         the final prospectus if the Company had previously furnished copies
         thereof to such Holder or Participating Broker-Dealer; provided
         further, however, that this indemnity agreement will be in addition to
         any liability which the Company may otherwise have to such Indemnified
         Party. The Company shall also indemnify underwriters, their officers
         and directors and each person who controls such underwriters within the
         meaning of the Securities Act or the Exchange Act to the same extent as
         provided above with respect to the indemnification of the Holders of
         the Securities if requested by such Holders.

                  (b) Each Holder of the Securities, severally and not jointly,
         will indemnify and hold harmless the Company and each person, if any,
         who controls the Company within the meaning of the Securities Act or
         the Exchange Act from and against any losses, claims, damages or
         liabilities or any actions in respect thereof, to which the Company or
         any such controlling person may become subject under the Securities
         Act, the Exchange Act or otherwise, insofar as such losses, claims,
         damages, liabilities or actions arise out of or are based upon any
         untrue statement or alleged untrue statement of a material fact
         contained in a Registration Statement or prospectus or in any amendment
         or supplement thereto or in any preliminary prospectus relating to a
         Shelf Registration, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact necessary to make the
         statements therein not misleading, but in each case only to the extent
         that the untrue statement or omission or alleged untrue statement or
         omission was made in reliance upon and in conformity with written
         information pertaining to such Holder and furnished to the Company by
         or on behalf of such Holder specifically for inclusion therein; and,
         subject to the limitation set forth immediately preceding this clause,
         shall reimburse, as incurred, the Company for any legal or other
         expenses reasonably incurred by the Company or any such controlling
         person in connection with investigating or defending any loss, claim,
         damage, liability or action in respect thereof. This indemnity
         agreement will be in addition to any liability which such Holder may
         otherwise have to the Company or any of its controlling persons.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of the commencement of any action or proceeding
         (including a governmental investigation), such indemnified party will,
         if a claim in respect thereof is to be made against the indemnifying
         party under this Section 6, notify the indemnifying party of the
         commencement thereof; but the omission so to notify the indemnifying
         party will not, in any event, relieve the indemnifying party from any
         obligations to any indemnified party other than the indemnification
         obligation provided in paragraph (a) or (b) above. In case any such
         action is brought against any indemnified party, and it notifies the
         indemnifying party of the commencement thereof, the indemnifying party
         will be entitled to participate therein and, to the extent that it may
         wish, jointly with any other indemnifying party similarly notified, to
         assume the defense thereof, with counsel reasonably satisfactory to
         such indemnified party (who shall not, except with the consent of the
         indemnified party, be counsel to the indemnifying party), and after
         notice from the indemnifying party to such indemnified party of its
         election so to assume the defense thereof the indemnifying party will
         not be liable to such indemnified party under this Section 6 for any
         legal or other expenses, other than reasonable costs of investigation,
         subsequently incurred by such indemnified party in connection with the
         defense thereof. No indemnifying party shall, without

                                       14

<PAGE>

         the prior written consent of the indemnified party, effect any
         settlement of any pending or threatened action in respect of which any
         indemnified party is or could have been a party and indemnity could
         have been sought hereunder by such indemnified party unless such
         settlement (i) includes an unconditional release of such indemnified
         party from all liability on any claims that are the subject matter of
         such action, 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) If the indemnification provided for in this Section 6 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsections (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in subsection (a) or (b) above in such
         proportion as is appropriate to reflect the relative fault of the
         indemnifying party or parties on the one hand and the indemnified party
         on the other in connection with the statements or omissions that
         resulted in such losses, claims, damages or liabilities (or actions in
         respect thereof) as well as any other relevant equitable
         considerations. The relative fault of the parties 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
         on the one hand or such Holder or such other indemnified party, as the
         case may be, on the other, and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The amount paid by an indemnified party as a
         result of the losses, claims, damages or liabilities referred to in the
         first sentence of this subsection (d) shall be deemed to include any
         legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any action or claim which
         is the subject of this subsection (d). Notwithstanding any other
         provision of this Section 6(d), the Holders of the Securities shall not
         be required to contribute any amount in excess of the amount by which
         the net proceeds received by such Holders from the sale of the
         Securities pursuant to a Registration Statement exceeds the amount of
         damages which such Holders have otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. For purposes of this paragraph (d), each
         person, if any, who controls such indemnified party within the meaning
         of the Securities Act or the Exchange Act shall have the same rights to
         contribution as such indemnified party and each person, if any, who
         controls the Company within the meaning of the Securities Act or the
         Exchange Act shall have the same rights to contribution as the Company.

                  (e) The agreements contained in this Section 6 shall survive
         the sale of the Securities pursuant to a Registration Statement and
         shall remain in full force and effect, regardless of any termination or
         cancellation of this Agreement or any investigation made by or on
         behalf of any indemnified party.

         7. Additional Interest Under Certain Circumstances.

                  (a) The Company and the Initial Purchasers agree that the
         Holders will suffer damages if the Company fails to fulfill its
         obligations under Section 2 or Section 3 hereof and that it would not
         be feasible to ascertain the extent of such damages with precision.
         Accordingly, additional interest (the "Additional Interest") with
         respect to the Securities shall be assessed as follows if any of the
         following events occur (each such event in clauses (i) through (iv)
         below being herein called a "Registration Default"):

                                       15

<PAGE>

                           (i) any Registration Statement required by this
                  Agreement is not filed with the Commission on or prior to the
                  applicable Filing Deadline;

                           (ii) any Registration Statement required by this
                  Agreement is not declared effective by the Commission on or
                  prior to the applicable Effectiveness Deadline;

                           (iii) unless not permitted by applicable law (after
                  the Company has complied with the last paragraph of Section
                  2), the Registered Exchange Offer has not been consummated on
                  or prior to the Consummation Deadline; or

                           (iv) any Registration Statement required by this
                  Agreement has been declared effective by the Commission but
                  (A) such Registration Statement thereafter ceases to be
                  effective (unless the Company is no longer required to
                  maintain the effectiveness of such Registration Statement
                  pursuant to the terms of Section 2 or Section 3(b), as
                  applicable) or (B) such Registration Statement or the related
                  prospectus ceases to be usable in connection with resales of
                  Transfer Restricted Securities during the periods specified
                  herein because either (1) any event occurs as a result of
                  which the related prospectus forming part of such Registration
                  Statement would include any untrue statement of a material
                  fact or omit to state any material fact necessary to make the
                  statements therein in the light of the circumstances under
                  which they were made not misleading, or (2) it shall be
                  necessary to amend such Registration Statement or supplement
                  the related prospectus, to comply with the Securities Act or
                  the Exchange Act or the respective rules thereunder.

         Each of the foregoing will constitute a Registration Default whatever
         the reason for any such event and whether it is voluntary or
         involuntary or is beyond the control of the Company or pursuant to
         operation of law or as a result of any action or inaction by the
         Commission.

         Additional Interest shall accrue on the Securities over and above the
         interest set forth in the title of the Securities from and including
         the date on which any such Registration Default shall occur to but
         excluding the date on which all such Registration Defaults have been
         cured, at a rate of 0.25% per annum (the "Additional Interest Rate")
         for the first 90-day period immediately following the occurrence of
         such Registration Default. The Additional Interest Rate shall increase
         by an additional 0.25% per annum with respect to each subsequent 90-day
         period until all Registration Defaults have been cured, up to a maximum
         Additional Interest Rate of 1.0% per annum.

                  (b) A Registration Default referred to in Section 7(a)(iv)
         hereof shall be deemed not to have occurred and be continuing in
         relation to a Shelf Registration Statement or the related prospectus if
         (i) such Registration Default has occurred solely as a result of (x)
         the filing of a post-effective amendment to such Shelf Registration
         Statement to incorporate annual audited financial information with
         respect to the Company where such post-effective amendment is not yet
         effective and needs to be declared effective to permit Holders to use
         the related prospectus or (y) other material events, with respect to
         the Company that would need to be described in such Shelf Registration
         Statement or the related prospectus and (ii) in the case of clause (y),
         the Company is proceeding promptly and in good faith to amend or
         supplement such Shelf Registration Statement and related prospectus to
         describe such events; provided, however, that, in any case, if such
         Registration Default occurs for a continuous period in excess of 30
         days, Additional Interest shall be payable in accordance with the above
         paragraph from the day such Registration Default occurs until such
         Registration Default is cured.

                                       16

<PAGE>

                  (c) Any amounts of Additional Interest due pursuant to Section
         7(a) will be payable in cash on the regular interest payment dates with
         respect to the Securities. The amount of Additional Interest will be
         determined by multiplying the applicable Additional Interest Rate by
         the principal amount of the Securities and further multiplied by a
         fraction, the numerator of which is the number of days such Additional
         Interest Rate was applicable during such period (determined on the
         basis of a 360-day year comprised of twelve 30-day months), and the
         denominator of which is 360.

         8. Rules 144 and 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 8 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

         9. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of at least a majority in aggregate principal amount of such
Transfer Restricted Securities to be included in such offering. The Company
shall pay the fees and expenses of such Managing Underwriters to the extent
provided in Section 5 (other than any underwriting discounts or commissions).

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         10. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under Section 2
         and 3 hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Sections 2 and 3
         hereof. The Company further agrees to waive the defense in any action
         for specific performance that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company will not on or
         after the date of this Agreement enter into any agreement with respect
         to its securities that is inconsistent with the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. The rights granted to the Holders hereunder do not in any way
         conflict with and are not

                                       17

<PAGE>

         inconsistent with the rights granted to the holders of the Company's
         securities under any agreement in effect on the date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, except by
         the Company and the written consent of the Holders of a majority in
         principal amount of the Securities affected by such amendment,
         modification, supplement, waiver or consents. Without the consent of
         the Holder of each Security, however, no modification may change the
         provisions relating to the payment of Additional Interest.

                  (d) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery,
         first-class mail, facsimile transmission, or air courier which
         guarantees overnight delivery:

                           (1) if to a Holder of the Securities, at the most
                  current address given by such Holder to the Company.

                           (2) if to the Initial Purchasers;

                           McDonald Investments Inc.
                           800 Superior Avenue
                           Cleveland, Ohio 44114
                           Fax No.: (216) 443-3801
                           Attention: Debt Capital Markets Group

                  with a copy to:

                           Jones Day
                           North Point
                           901 Lakeside Avenue
                           Cleveland, Ohio 44114
                           Fax No.: (216) 579-0212
                           Attention: Christopher M. Kelly, Esq.

                           (3) if to the Company, at its address as follows:

                           State Auto Financial Corporation
                           518 East Broad Street
                           Columbus, Ohio 43215
                           Fax No.: (614) 464-5374
                           Attention: General Counsel

                                       18

<PAGE>

                  with a copy to:

                           Baker & Hostetler LLP
                           Capitol Square, Suite 2100
                           65 East State Street
                           Columbus, Ohio 43215
                           Fax No.: (614) 462-2616
                           Attention: Joseph P. Boeckman, Esq.

         All such notices and communications shall be deemed to have been duly
         given: at the time delivered by hand, if personally delivered; three
         Business Days after being deposited in the mail, postage prepaid, if
         mailed; when receipt is acknowledged by recipient's facsimile machine
         operator, if sent by facsimile transmission; and on the day delivered,
         if sent by overnight air courier guaranteeing next day delivery.

                  (e) Business Days. If any Filing Deadline or Effectiveness
         Deadline is not a Business Day, such Filing Deadline or Effectiveness
         Deadline, as applicable, shall be the next succeeding Business Day.

                  (f) Third Party Beneficiaries. The Holders shall be third
         party beneficiaries to the agreements made hereunder between the
         Company, on the one hand, and the Initial Purchasers, on the other
         hand, and shall have the right to enforce such agreements directly to
         the extent they may deem such enforcement necessary or advisable to
         protect their rights or the rights of Holders hereunder.

                  (g) Successors and Assigns. This Agreement shall be binding
         upon the Company and its successors and assigns.

                  (h) 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.

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

                  (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
         REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  (k) Severability. If any one or more of the provisions
         contained herein, or the application thereof in any circumstance, is
         held invalid, illegal or unenforceable, the validity, legality and
         enforceability of any such provision in every other respect and of the
         remaining provisions contained herein shall not be affected or impaired
         thereby.

                  (l) Securities Held by the Company. Whenever the consent or
         approval of Holders of a specified percentage of principal amount of
         Securities is required hereunder, Securities held by the Company or its
         affiliates (other than subsequent Holders of Securities if such
         subsequent Holders are deemed to be affiliates solely by reason of
         their holdings of such Securities) shall not be counted in determining
         whether such consent or approval was given by the Holders of such
         required percentage.

                                       19

<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.

                                   Very truly yours,

                                   STATE AUTO FINANCIAL CORPORATION

                                       By: /s/ Steven J. Johnston
                                           -------------------------------
                                          Name: Steven J. Johnston
                                          Title: Senior Vice President

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

MCDONALD INVESTMENTS INC.
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
SANDLER O'NEILL PARTNERS, L.P.

By: MCDONALD INVESTMENTS INC.

    By: /s/ Eric N. Peiffer
        -------------------------------
       Name: Eric N. Peiffer
       Title: Senior Vice President

<PAGE>

                                                                  ANNEX A

         Each Broker-Dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The letter
of transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the expiration date of the exchange offer,
it will make this Prospectus available to any Broker-Dealer for use in
connection with any such resale.

                                       A-1

<PAGE>

                                                                  ANNEX B

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

                                       B-1

<PAGE>

                                                                  ANNEX C

                              PLAN OF DISTRIBUTION

         Each Broker-Dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the expiration date of the exchange
offer, it will make this prospectus, as amended or supplemented, available to
any Broker-Dealer for use in connection with any such resale. In addition, until
    , 200 , all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)

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

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

---------------------
(1) In addition, the legend required by Item 502(e) of Regulation S-K, if
applicable, will appear on the inside front cover page of the Exchange Offer
prospectus below the Table of Contents.

                                       C-1

<PAGE>

                                                                  ANNEX D

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
    COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
    THERETO.

         Name:    __________________________________
         Address: __________________________________

If the undersigned is not a Broker-Dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a Broker-Dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       D-1