AOL TIME WARNER INC
EX-10.14 REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>15
<FILENAME>g78889exv10w14.txt
<DESCRIPTION>EX-10.14 REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.14

                                                                  EXECUTION COPY



                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated as of August 20, 2002
(the "Agreement"), by and between MediaOne of Colorado, Inc., a Colorado
corporation ("MediaOne"), and AOL Time Warner Inc., a Delaware corporation (the
"Issuer").

                  WHEREAS, concurrently with the execution of this Agreement,
MediaOne, the Issuer and certain other parties are entering into a Restructuring
Agreement of even date herewith (the "Restructuring Agreement"), pursuant to
which, among other things, the Issuer will transfer shares of its Common Stock,
par value $0.01 per share (the "Issuer Common Stock"), in exchange for shares of
Class B Common Stock, par value $0.01 per share, of MediaOne TWE Holdings, Inc.,
a Delaware corporation; and

                  WHEREAS, the Issuer and the MediaOne are entering into this
Agreement in order to provide for certain registration rights relating to the
Issuer Common Stock to be issued to MediaOne.

                  NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
below, the parties hereby agree, severally and not jointly, as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  1.1      Certain Definitions. As used herein, unless the
context otherwise requires, the following terms have the following respective
meanings:

                  "Affiliate" means, with respect to a Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to a Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

                  "beneficially own" means to possess beneficial ownership as
determined under Rule 13d-3 under the Exchange Act.

                  "Board of Directors" means the board of directors of the
Issuer or any committee thereof.

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                  "Business Day" means a day of the year other than a Saturday,
Sunday or other day on which banks are required or authorized to close in New
York City.

                  "Closing" has the meaning set forth in Section 2.1 of the
Restructuring Agreement.

                  "Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

                  "Exchange Act" means the Securities Exchange Act of 1934 and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect at the time.

                  "Governmental Entity" means any supranational, national,
state, municipal or local government, political subdivision or other
governmental department, court, commission, board, bureau, agency,
instrumentality or other authority thereof, or any quasi-governmental or private
body (including any self-regulatory organization) exercising any regulatory,
taxing, importing or other governmental authority, whether domestic or foreign.

                  "Hedging Counterparty" means a broker-dealer registered under
Section 15(b) of the Exchange Act or an Affiliate thereof.

                  "Hedging Transaction" means any transaction involving a
security linked to the Registrable Class Securities or any security that would
be deemed to be a "derivative security" (as defined in Rule 16a-1(c) under the
Exchange Act) with respect to the Registrable Class Securities or transaction
(even if not a security) which would (were it a security) be considered such a
derivative security, or which transfers some or all of the economic risk of
ownership of the Registrable Class Securities, including, without limitation,
any forward contract, equity swap, put or call, put or call equivalent position,
collar, non-recourse loan, sale of exchangeable security or similar transaction.
For the avoidance of doubt, the following transactions shall be deemed to be
Hedging Transactions:

                  (a)      transactions by a Stockholder in which a Hedging
Counterparty engages in short sales of Registrable Class Securities pursuant to
a Prospectus and may use Registrable Securities to close out its short position;

                  (b)      transactions pursuant to which a Stockholder sells
short Registrable Class Securities pursuant to a Prospectus and delivers
Registrable Securities to close out its short position;

                  (c)      transactions by a Stockholder in which the
Stockholder delivers, in a transaction exempt from registration under the
Securities Act, Registrable Securities to the Hedging Counterparty who will then
publicly resell or otherwise transfer such Registrable Securities pursuant to a
Prospectus or an exemption from registration under the Securities Act; and

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                  (d)      a loan or pledge of Registrable Securities to a
Hedging Counterparty who may then become a selling stockholder and sell the
loaned shares or, in an event of default in the case of a pledge, then sell the
pledged shares, in each case, in a public transaction pursuant to a Prospectus.

                  "Issuer Common Stock" has the meaning set forth in the
recitals to this Agreement.

                  "Lien" means any lien, pledge, charge, encumbrance or security
interest.

                  "OTC Hedging Transaction" means any Hedging Transaction that
is privately negotiated, and entered into on a principal-to-principal basis,
between a Stockholder and a Hedging Counterparty, including (i) any swap
agreement, put option, call option, collar transaction, call spread, put spread
or forward contract or any combination of any of the foregoing, in each case
whether to be settled by the delivery of securities, cash or otherwise, (ii) any
option to enter into any of the foregoing, and (iii) any other similar
agreement, contract or transaction that, in the case of this clause (iii) only,
would (in the reasonable, good-faith judgment of one nationally-recognized
investment banking firm selected by each of the Issuer, on the one hand, and the
Stockholders holding a majority of the securities proposed to be included in
such Hedging Transaction, on the other hand) make it commercially impracticable
for more than one Hedging Counterparty to jointly effect such agreement,
contract or transaction or any related market hedge of the Hedging
Counterparty's economic exposure thereunder.

                  "Permitted Transferee" means any Person to whom a Stockholder
has transferred, in accordance with the terms of this Agreement, Registrable
Securities.

                  "Person" means any individual, firm, corporation, partnership,
limited liability company, "group" (as such term is used in Rule 13d-3 under the
Exchange Act), trust, incorporated or unincorporated association, joint venture,
joint stock company, Governmental Entity or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

                  "Prospectus" means the prospectus related to any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance on Rule 415 under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference in such
prospectus.

                  "Registrable Class Securities" means securities of the Issuer
that are of the same class as the Registrable Securities.

                  "Registrable Securities" means each of the following: (a) any
and all shares of Issuer Common Stock issued or issuable to MediaOne or any of
its Affiliates under the Restructuring Agreement, (b) any securities of the
Issuer issued or issuable to

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MediaOne or any of its Affiliates with respect to such Issuer Common Stock by
way of a conversion, exchange, replacement, stock dividend or stock split or
other distribution in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise and (c) all shares of
Issuer Common Stock or other securities described in (b) above owned by any
Permitted Transferee that were transferred in accordance with the terms of this
Agreement and were Registrable Securities at the time such shares or securities
were transferred to such Permitted Transferee; provided that the term
"Registrable Securities" shall not include any such securities received in a
transaction registered under the Securities Act.

                  Subject to Section 3.4(b), as to any particular Registrable
Securities, once issued, such securities shall cease to be Registrable
Securities when (a) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement, (b) they shall have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act, (c) they shall have
been otherwise transferred or disposed of, and in accordance with Section 2.2
new certificates for them not bearing a legend restricting further transfer
shall have been delivered, or (d) they shall have ceased to be outstanding.

                  "Registration Expenses" means all costs, fees and expenses
incident to the Issuer's performance of or compliance with Section 3.1,
including without limitation, (i) the fees, disbursements and expenses of
Issuer's counsel and accountants in connection with this Agreement and the
performance of Issuer's obligations hereunder; (ii) all expenses, including
filing fees, in connection with the preparation, printing and filing of any
Registration Statement, any Prospectus or preliminary Prospectus, any other
offering document and amendments and supplements thereto and the mailing and
delivering of copies thereof; (iii) the cost of printing or producing any blue
sky or legal investment memoranda, any selling agreements and any other
documents in connection with the offering, sale or delivery of the securities to
be disposed of; (iv) all expenses in connection with the qualification of the
securities to be disposed of for offering and sale under state securities laws;
(v) transfer agents' and registrars' fees and expenses; (vi) all security
engraving and security printing expenses; (vii) all fees and expenses payable in
connection with the listing of the Registrable Securities on any securities
exchange; and (viii) the costs and expenses of the Issuer relating to analyst or
investor presentations or any "road show" undertaken in connection with the
registration and/or marketing of any Registrable Securities.

                  "Registration Statement" means the Shelf Registration
Statement and any Subsequent Registration Statement.

                  "Requisite Holders" means, as of any date, holders of at least
50% of the shares of Registrable Securities held by all holders of Registrable
Securities outstanding as of such date.

                  "Securities Act" means the Securities Act of 1933 and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.

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                  "Stockholder" means a holder of Registrable Securities that
has been made a party to this Agreement pursuant to Section 3.4.

                  "Stockholder Counsel" means a firm of legal counsel appointed
by the Requisite Holders.

                  1.2      Capitalized Terms. Capitalized terms used and not
otherwise defined herein or in the schedules hereto shall have the respective
meanings ascribed to them in the Restructuring Agreement.

                  1.3      Successor Laws, Rules, Regulations and Forms. All
references to laws, rules, regulations and forms in this Agreement shall be
deemed to be references to the comparable successor thereto in effect at the
time.

                  1.4      Other Definitions. The following capitalized terms
are defined in the following sections of this Agreement:

<TABLE>
<CAPTION>
                 Term                                       Section
                 ----                                       -------
                 <S>                                        <C>
                 Agreement                                  Preamble
                 Stockholder                                Preamble
                 Deferral Period                            3.5(b)
                 Dribble Out Agreement                      3.2(d)(ii)
                 Effective Time                             3.1(a)
                 Effectiveness Period                       3.1(a)
                 Indemnified Party                          3.3(c)
                 Indemnifying Party                         3.3(c)
                 Issuer                                     Preamble
                 Liability                                  3.3(a)
                 Pledgee                                    3.4(a)
                 Registration Actions                       3.5(b)
                 Restructuring Agreement                    Preamble
                 Shelf Registration Statement               3.1(a)
                 Subsequent Registration Statement          3.1(e)
                 Underwriting                               3.2(a)
</TABLE>

                                   ARTICLE II

              REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS

                  2.1      Representations and Warranties of MediaOne. MediaOne
represents and warrants to the Issuer with respect to itself and its ownership
of its Issuer Common Stock as follows:

                           (a)      Organization, Power and Authority, Binding
Agreement. MediaOne is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation and has all
requisite corporate power and authority to enter into this Agreement. This
Agreement has been duly and validly

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authorized by all necessary corporate action and has been duly executed and
delivered by MediaOne, and this Agreement (assuming due execution and delivery
by the other party hereto) constitutes the valid and binding obligation of
MediaOne, enforceable in accordance with its terms, except as the
indemnification and contribution provisions of Section 3.3 may be held to be
unenforceable as against public policy and except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and by general equitable principles (whether considered in a
proceeding in equity or at law).

                           (b)      No Conflicts.

                                    (i)      Except as set forth on Schedule A
hereto, the execution and delivery of this Agreement by MediaOne does not and
the consummation by MediaOne of the transactions contemplated by this Agreement
will not (1) conflict with, or result in any violation or breach of, any
provision of the charter, by-laws or other organizational document of MediaOne,
(2) conflict with, or result in any violation or breach of, or constitute (with
or without notice or lapse of time, or both) a default (or give rise to a right
of termination, cancellation or acceleration of any obligation) under, require a
consent or waiver under, constitute a change in control under, or result in the
imposition of any Lien on MediaOne's shares of Issuer Common Stock under, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
lease, license, contract, agreement or instrument to which such Stockholder is a
party or by which it or any of its properties or assets may be bound or (3)
conflict with or violate any permit, concession, franchise, license, judgment,
injunction, order, decree, statute, law, ordinance, rule or regulation
applicable to MediaOne or any of its properties or assets, except in the case of
clauses (2) and (3) of this Section 2.1(b)(i) for any such conflicts,
violations, breaches, defaults, terminations, cancellations, accelerations or
Liens as would not, individually or in the aggregate, have a material adverse
effect on the ability of MediaOne to consummate the transactions contemplated by
this Agreement or the effectiveness of any Registration Statement.

                                    (ii)     Except as set forth on Schedule A
hereto, no consent, approval, license, permit, order or authorization of, or
registration, declaration, notice or filing with, any Governmental Entity is
required by or with respect to MediaOne in connection with the execution,
delivery and performance of this Agreement by MediaOne and the consummation by
MediaOne of the transactions contemplated by this Agreement, other than filings
required by the Securities Act, the Exchange Act or any self-regulatory
organization.

                  2.2      Certain Acknowledgments of each Stockholder. Each
Stockholder acknowledges that all Registrable Securities will be issued pursuant
to an exemption from registration under the Securities Act and applicable state
securities laws and agrees not to sell or otherwise dispose of such Registrable
Securities in any transaction which would be in violation of the Securities Act
or applicable state securities laws. Each Stockholder acknowledges that the
following legend will appear on the certificates for the Registrable Securities
reflecting the foregoing restriction. The Issuer shall, at the request of any
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Stockholder, remove from each certificate evidencing Registrable Securities the
following legend if the Issuer is reasonably satisfied (based upon an opinion of
counsel or other evidence) that the securities evidenced thereby may be publicly
sold without registration under the Securities Act; provided, however, that the
Issuer or Issuer's counsel shall not be required to deliver an opinion of
counsel to the effect that the securities evidenced thereby may be publicly sold
without registration under the Securities Act unless Stockholder Counsel shall
have delivered an opinion, upon which the Issuer and Issuer's counsel are
entitled to rely, to the effect that the securities evidenced thereby may be
publicly sold without registration under the Securities Act.

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
                  SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER
                  SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
                  TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED,
                  EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT
                  TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE
                  SECURITIES LAWS, OR (II) UPON THE FURNISHING TO AOL TIME
                  WARNER INC. BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF
                  COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO AOL TIME
                  WARNER INC. THAT SUCH TRANSACTION IS NOT REQUIRED TO BE
                  REGISTERED UNDER APPLICABLE SECURITIES LAWS."

                  2.3      Representations and Warranties of the Issuer. The
Issuer hereby represents and warrants to each Stockholder as follows:

                           (a)      Power, Binding Agreement. The Issuer is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has all requisite corporate power and
authority to enter into this Agreement. This Agreement has been duly and validly
authorized by all necessary corporate action and has been duly executed and
delivered by the Issuer, and this Agreement (assuming due execution and delivery
by the other party hereto), constitutes the valid and binding obligation of the
Issuer, enforceable in accordance with its terms, except as the indemnification
and contribution provisions contained in Section 3.3 may be held to be
unenforceable as against public policy and except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and by general equitable principles (whether considered in a
proceeding in equity or at law).

                           (b)      No Conflicts.

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                                                                               8


                                    (i)      The execution and delivery of this
Agreement by the Issuer does not and the consummation by the Issuer of the
transactions contemplated by this Agreement will not, (1) conflict with, or
result in any violation or breach of, any provision of the charter, by-laws or
other organizational document of the Issuer, (2) conflict with, or result in any
violation or breach of, or constitute (with or without notice or lapse of time,
or both) a default (or give rise to a right of termination, cancellation or
acceleration of any obligation) under, require a consent or waiver under,
constitute a change in control under, or result in the imposition of any Lien on
the Issuer's assets under, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, lease, license, contract, agreement or
instrument to which the Issuer is a party or by which it or any of its
properties or assets may be bound or (3) conflict with or violate any permit,
concession, franchise, license, judgment, injunction, order, decree, statute,
law, ordinance, rule or regulation applicable to the Issuer or any of its
properties or assets, except in the case of clauses (2) and (3) of this Section
2.3(b)(i) for any such conflicts, violations, breaches, defaults, terminations,
cancellations, accelerations or Liens which would not, individually or in the
aggregate, have a material adverse effect on the ability of the Issuer to
consummate the transactions contemplated by this Agreement or the effectiveness
of any Registration Statement.

                                    (ii)     No consent, approval, license,
permit, order or authorization of, or registration, declaration, notice or
filing with, any Governmental Entity is required by or with respect to the
Issuer in connection with the execution, delivery and performance of this
Agreement by the Issuer or the consummation by the Issuer of the transactions
contemplated by this Agreement, other than filings and other actions required by
the Securities Act, the Exchange Act, the rules of any stock exchange or
automated quotation system on which the Registrable Securities are to be listed,
the rules of any self-regulatory organization and state securities or "blue sky"
laws.

                                  ARTICLE III

                               REGISTRATION RIGHTS

                  3.1      Shelf Registration.

                           (a)      The Issuer shall prepare and file a "shelf"
registration statement (the "Shelf Registration Statement") with respect to the
Registrable Securities on Form S-3 for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act. The Issuer
agrees to give MediaOne not less than 10 days advance notice of its intent to
file the Shelf Registration Statement.

                           (b)      Subject to the provisions of Section 3.5,
the Issuer shall use all commercially reasonable efforts to file the Shelf
Registration Statement no later than 30 days prior to the date it reasonably
anticipates the Closing will occur; provided that no such filing shall be
required to be made prior to the Closing, or, if made, such filing may be
withdrawn, if the Issuer determines in good faith, based on the advice of
outside securities counsel to the Issuer, that either (1) such filing would
reasonably be expected to prevent the offer and sale of the Issuer Common Stock
to MediaOne under the

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Restructuring Agreement from being eligible for an exemption from registration
under the Securities Act or (2) the Commission's rules and regulations or the
Staff of the Commission would not permit a re-sale shelf Registration Statement
to be filed or declared effective prior to issuance of the Registrable
Securities. Subject to Section 3.5(b), if , pursuant to the preceding sentence,
the Issuer does not file the Shelf Registration Statement prior to the Closing,
the Issuer agrees that it shall file the Shelf Registration Statement promptly
(and in no event more than three Business Days) after the Closing and use all
commercially reasonable efforts to have the Shelf Registration Statement
declared effective as soon as practicable thereafter.

                           (c)      Subject to Section 3.1(b), the Issuer shall
use all commercially reasonable efforts to have the Shelf Registration Statement
declared effective on the Closing Date or promptly thereafter and shall use all
commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective, subject to the provisions of Section 3.5, during the
time (the "Effectiveness Period") commencing on the date such Shelf Registration
Statement is declared effective (the "Effective Time") and ending on the earlier
to occur of (i) one year after the Closing and (ii) such time as all of the
Registrable Securities cease to be Registrable Securities; provided, however,
that (1) before filing a Registration Statement or Prospectus or any amendments
or supplements thereto, the Issuer shall provide counsel to MediaOne with a
reasonable opportunity to review and comment on such Registration Statement and
each Prospectus included therein (and each amendment and supplement thereto) to
be filed with the Commission, subject to such documents being under the Issuer's
control, and (2) the Issuer shall notify MediaOne and counsel to MediaOne of any
stop order issued or threatened by the Commission and take all commercially
reasonable actions required to prevent the entry of such stop order or to remove
it if entered. The one-year period in clause (i) of this Section 3.1(c) shall be
extended for a number of days equal to the number of days that elapse from (x)
the date any written notice contemplated by Section 3.5(a) is given by the
Issuer to (y) the date on which the Issuer delivers to the Stockholders the
supplement or amendment contemplated by Section 3.5(a).

                           (d)      At the Effective Time, each Stockholder (and
each Subsidiary of such Stockholder designated by such Stockholder) shall be
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus in such a manner as to permit such Stockholder (and such
designee) to deliver such Prospectus to purchasers of Registrable Securities in
accordance with applicable law under ordinary circumstances. The "Plan of
Distribution" section of the Shelf Registration Statement and Prospectus shall
state that the Registrable Securities may be sold by the selling securityholders
following the Effective Time in any legal manner selected by the Stockholders.

                           (e)      If the Shelf Registration Statement ceases
to be effective for any reason at any time during the Effectiveness Period, the
Issuer shall, subject to the provisions of Section 3.5, use all commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event within 15 days after such cessation of
effectiveness amend the Shelf Registration Statement in a manner reasonably
expected by the Issuer to obtain the withdrawal of such order

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                                                                              10


suspending the effectiveness thereof or, as promptly as practicable thereafter,
file an additional registration statement (the "Subsequent Registration
Statement") covering the resale by the Stockholders of all of the then
Registrable Securities on a delayed or continuous basis pursuant to Rule 415
under the Securities Act. If the Subsequent Registration Statement is filed, the
Issuer shall use all commercially reasonable efforts, subject to the provisions
of Section 3.5, to cause the Subsequent Registration Statement to become
effective under the Securities Act and remain continuously effective during the
Effectiveness Period.

                           (f)      The Issuer shall pay all Registration
Expenses incurred in connection with the Shelf Registration Statement, any
Subsequent Registration Statement and any supplements or amendments to them,
whether or not they become effective, and whether all, none or some of the
Registrable Securities are sold pursuant to any Registration Statement. It is
understood and agreed that the Issuer may also register for public offering and
sale pursuant to the Shelf Registration Statement or any Subsequent Registration
Statement, initially or by amendment, securities other than Registrable
Securities, but in doing so shall not limit any Stockholder's rights hereunder
(including any limitation arising by application of applicable rules under the
Securities Act with respect to securities of the Issuer sold pursuant to such
Shelf Registration Statement or Subsequent Registration Statement by any Person
other than a Stockholder) or adversely affect the Stockholder's ability to sell
its Registrable Securities.

                  3.2      Registration Procedures.

                           (a)      In connection with each Registration
Statement, subject to the provisions of Section 3.5, to effect the registration
of such Registrable Securities in accordance with the intended method of
distribution thereof, the Issuer shall, as promptly as practicable, use all
commercially reasonable efforts to:

                                    (i)      supplement or amend, if necessary,
the Registration Statement, as required by the registration form utilized by the
Issuer or by the instructions applicable to such registration form or by the
Securities Act or as reasonably required by the Requisite Holders, and the
Issuer shall furnish to the holders of the Registrable Securities to which the
Registration Statement relates copies of any such supplement or amendment prior
to its being used and/or filed with the Commission;

                                    (ii)     prepare and file with the
Commission such amendments and supplements to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective as required under Section 3.1 and to comply
with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement until the
expiration of the Effectiveness Period; notwithstanding anything to the contrary
in this Agreement, the Issuer shall not be required to file or have declared
effective more than one post-effective amendment to the Registration Statement
and shall not be required to file more than five supplements to the Prospectus
contained in such Registration Statement, in each case, in connection with one
or more Hedging Transactions or changes requested by the Stockholders to the
Plan of Distribution therein;

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                                    (iii)    furnish to each seller of
Registrable Securities, prior to filing a Registration Statement, copies of such
Registration Statement in accordance with Section 3.1(c), and promptly
thereafter furnish such number of conformed copies of such Registration
Statement, each amendment and supplement thereto (in each case including all
exhibits thereto) and the Prospectus included in such Registration Statement
(including each preliminary Prospectus and any summary Prospectus) and any other
Prospectus filed under Rule 424 under the Securities Act, and such other
documents, as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities of such seller; in addition, the
Issuer shall promptly after receipt furnish to each Stockholder copies of the
portions of any and all transmittal letters and any other correspondence
(including, but not limited to, comment letters) with the Commission or any
other Governmental Entity relating to the sections of such Registration
Statement or amendment or supplement thereto entitled "Plan of Distribution" or
"Selling Stockholders"; and the Requisite Holders shall have the right to
request that the Issuer modify any such information contained in such
Registration Statement or amendment and supplement thereto pertaining to such
Stockholders in such sections, and the Issuer shall use all commercially
reasonable efforts to comply with such request; provided, however, that the
Issuer shall not have any obligation to modify any information if the Issuer
reasonably expects that so doing would cause the Registration Statement to
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
not misleading;

                                    (iv)     (1) register or qualify all
Registrable Securities and other securities covered by the Registration
Statement under such other securities or "blue sky" laws of such States of the
United States of America where an exemption is not available and as the sellers
of Registrable Securities covered by the Registration Statement shall reasonably
request, (2) keep such registration or qualification in effect during the
Effectiveness Period, (3) obtain the withdrawal of any order or other
determination suspending such registration or qualification during the
Effectiveness Period and (4) take all other commercially reasonable action which
may be reasonably necessary or advisable to enable such sellers to consummate
the disposition in such jurisdictions of the securities to be sold by such
sellers, except that the Issuer shall not for any such purpose be required to
(A) qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this clause (iv)
be obligated to be so qualified, (B) subject itself to taxation in any such
jurisdiction or (C) consent to general service of process in any such
jurisdiction;

                                    (v)      cause all Registrable Securities
covered by the Registration Statement to be registered with or approved by such
Governmental Entities as may be necessary in the written opinion of counsel to
the Issuer and counsel to the seller or sellers of Registrable Securities to
enable the seller or sellers thereof to consummate the disposition of such
Registrable Securities within the United States of America;

                                    (vi)     (1) cause all Registrable
Securities covered by such Registration Statement to be listed, effective as of
the Closing (or if not possible, as promptly thereafter as possible), subject to
official notice of issuance, on the New York

<PAGE>
                                                                              12


Stock Exchange, and (2) comply with all applicable rules of the New York Stock
Exchange so as to permit the continued listing of such securities on the New
York Stock Exchange;

                                    (vii)    during the time when a Prospectus
is required to be delivered under the Securities Act, promptly give notice to
all Stockholders selling securities pursuant to such Prospectus (1) of the
receipt by the Issuer of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threat in writing
of any proceeding for such purpose, (2) of the occurrence of any of the events
described in Section 3.5(a) (provided, however, that no notice by the Issuer
shall be required pursuant to this subclause (2) in the event that the Issuer
either promptly files a Prospectus supplement or amendment to update the
Prospectus or a Form 8-K or other appropriate Exchange Act report that is
incorporated by reference into the Registration Statement, which, in either
case, contains the requisite information with respect to such event that results
in the Registration Statement no longer containing any untrue statement of
material fact or omitting to state a material fact necessary to make the
statements contained therein not misleading) and (3) of the determination by the
Issuer that a post-effective amendment to a Registration Statement will be filed
with the Commission;

                                    (viii)   comply with all applicable rules
and regulations of the Commission, and, if requested, make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least 12 months, but not more than 18 months,
beginning with the first full calendar month after the effective date of the
Registration Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and
promptly furnish to each such seller of Registrable Securities a copy of any
amendment or supplement to the Registration Statement or prospectus;

                                    (ix)     timely file the reports and
materials required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the Commission thereunder
(including but not limited to the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c) of Rule 144) and shall take all
commercially reasonable actions as a Stockholder or any broker or dealer
facilitating a sale of Registrable Securities may reasonably request to enable
such Stockholder to sell or hedge Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (a)
Rule 144 under the Securities Act, as such rule may be amended from time to
time, or (b) any similar rules or regulations hereafter adopted by the
Commission; upon the reasonable request of any Stockholder the Issuer shall
deliver to such Stockholder a written statement as to whether it has complied
with such request;

                                    (x)      cooperate with each holder to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities sold pursuant to a Registration Statement, and provide
the transfer agent for the Registrable Securities with certificates for the
Registrable Securities that are in a form eligible for deposit with The
Depository Trust Company; and

<PAGE>
                                                                              13


                                    (xi)     promptly take all other steps
reasonably necessary to effect the registration of the Registrable Securities
contemplated hereby.

                           (b)      The Issuer may require each seller of
Registrable Securities to (1) furnish the Issuer such information regarding such
seller and the distribution of such securities as the Issuer may from time to
time reasonably request in writing, (2) agree to comply with the Securities Act
and the Exchange Act and all applicable state securities laws and to use all
commercially reasonable efforts to comply with all applicable regulations in
connection with the registration and distribution of the Registrable Securities,
and (3) use all commercially reasonable efforts to enter into and perform
customary agreements (including agreements relating to an Underwriting) and take
such other actions as are prudent and reasonably required in order to expedite
or facilitate the disposition of such Registrable Securities.

                           (c)      Each holder of Registrable Securities agrees
by acquisition of such Registrable Securities that, upon receipt of any notice
from the Issuer of the happening of any event of the kind described in clauses
(i), (ii) and (iii) of the first sentence of Section 3.5(b) and subject to the
last two sentences of Section 3.5(b), such holder shall forthwith discontinue
such holder's disposition of Registrable Securities pursuant to the Registration
Statement until such holder receives copies of the supplemented or amended
Prospectus contemplated by Section 3.5(a) or 3.2(a)(vii) and, if so directed by
the Issuer, will promptly deliver to the Issuer (at the Issuer's expense) all
copies, other than permanent file copies, then in such holder's possession of
the Prospectus relating to such Registrable Securities current at the time of
receipt of such notice.

                           (d)      If any shares of Issuer Common Stock are to
be sold in an underwritten public offering, which, for the avoidance of doubt,
the parties agree includes (1) a transaction in which the underwriter or
underwriters act as principal for the sale of Registrable Class Securities
pursuant to any Registration Statement (including in order to hedge its economic
exposure to a Hedging Transaction) and (2) a transaction that constitutes an "at
the market offering" (as such term is defined in Rule 415 under the Securities
Act), in which the counterparty acts as agent (and not as principal) (each, an
"Underwriting"):

                                    (i)      Subject to subclauses (ii) and
(iii) of this Section 3.2(d), the Issuer shall enter into an underwriting or
similar agreement of the type customary or reasonably appropriate for the types
of offerings which are most similar to such Underwriting, among the Issuer, the
selling Stockholder or Stockholders and the counterparties, which agreement
shall include, without limitation, customary provisions relating to: (1)
representations and warranties of the Issuer and the selling Stockholder or
Stockholders to the counterparties; (2) the performance by the counterparties
and their representatives of a reasonable "due diligence" investigation of the
Issuer; (3) receipt by the counterparties of accountant's "comfort" letters,
addressed to such counterparties, in customary form and covering such matters as
are customarily covered by "cold comfort" letters delivered in connection with
such type of transaction; (4) receipt by the counterparties of disclosure
opinions, addressed to such counterparties, of internal

<PAGE>
                                                                              14


counsel to the Issuer (or, at the Stockholders' expense, of nationally
recognized outside counsel to the Issuer), in customary form and covering such
matters as are customarily covered by such opinions delivered in connection with
such type of transaction, which opinion is reasonably acceptable to the
counterparty; (5) receipt by the counterparties of other reasonable and
customary certificates and closing documents; and (6) indemnification of, and
contribution in connection with the liability of, the counterparties and their
control persons arising from the Underwriting, which indemnity is reasonably
acceptable to the counterparty. Notwithstanding anything to the contrary in this
Agreement, the employees of the Issuer shall not be required to participate in
any "road shows" or similar marketing activities.

                                    (ii)     Subject to subclause (iii), in the
case of any Underwriting that is an "at the market offering" (as such term is
defined in Rule 415 under the Securities Act) in which the counterparty acts as
agent (and not as principal), the Issuer shall be required to enter into only
one such underwriting or similar agreement on or prior to the commencement date
of such offering (a "Dribble Out Agreement"). Such Dribble Out Agreement shall
remain effective until the end of the Effectiveness Period, and the comfort
letters, opinions, certificates and closing documents described in subclause (i)
shall be delivered only at the time of execution of such Dribble Out Agreement
(except as required under Section 3.2(d)(iv)).

                                    (iii)    Notwithstanding the foregoing, the
Issuer shall not be obligated to enter into any underwriting or similar
agreement, furnish the documents and information set forth in Section 3.2(d)(i),
permit the counterparties to conduct due diligence investigations or provide
indemnification or contribution, in each case, as contemplated by Section
3.2(d)(i) or (ii), on more than three occasions. The Issuer shall use all
commercially reasonable efforts to provide such comfort letters, opinion,
certificates and closing documents contemplated by this Section 3.2(d) within 10
Business Days after a request therefor by the Stockholders.

                                    (iv)     In addition, on one occasion only,
in connection with an Underwriting pursuant to a Dribble Out Agreement as to
which sales of securities thereunder were prohibited pursuant to Section 3.5
prior to the 20th trading day on the New York Stock Exchange after the
effectiveness of such Dribble Out Agreement, the Issuer shall use all
commercially reasonable efforts to obtain the comfort letters, opinions,
certificates and other documents described in Section 3.2(d)(i), at the end of
such Deferral Period.

                  3.3      Indemnification.

                           (a)      The Issuer agrees to indemnify and hold
harmless each Stockholder, its partners, directors, officers, other Affiliates
and each Person who controls (within the meaning of Section 15 of the Securities
Act) such Stockholder from and against any and all losses, claims, damages,
liabilities and expenses, or any action or proceeding in respect thereof
(including reasonable costs of investigation and reasonable attorneys' fees and
expenses) (each, a "Liability" and collectively, "Liabilities"), arising out of
or based upon any untrue, or allegedly untrue, statement of a material fact
<PAGE>
                                                                              15


contained in any Registration Statement, Prospectus or preliminary Prospectus or
notification or offering circular (as amended or supplemented if the Issuer
shall have furnished any amendments or supplements thereto) or arising out of or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading under the circumstances such statements were made; provided, however,
that the Issuer shall not be liable (i) in any such case to the extent that any
such Liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in such Registration
Statement, Prospectus or preliminary Prospectus or notification or offering
circular in reliance upon and in conformity with written information furnished
to the Issuer by or on behalf of such Stockholder (including, without
limitation, the information provided pursuant to Section 3.2(b) or 3.3(b)),
specifically for use in the preparation thereof and (ii) for any Liability if
(1) the Issuer has notified such Stockholder to suspend use of the Prospectus
pursuant to Section 3.5(a) or (b), (2) such Stockholder continues to use the
relevant Prospectus notwithstanding such notice, and (3) such Liability arises
from or is based upon an untrue statement or alleged untrue statement of any
material fact or omission to state a material fact that was cured in the
supplemented or amended Prospectus contemplated by Section 3.5(a) or (b).

                           (b)      Indemnification by each Stockholder. Each
Stockholder shall promptly furnish to the Issuer in writing such information
with respect to such Stockholder and the distribution of the Registrable
Securities as the Issuer may reasonably request or as may be required by law for
use in connection with any Registration Statement or Prospectus and all
information required to be disclosed in order to make the information previously
furnished to the Issuer by such Stockholder not materially misleading or
necessary to cause such Registration Statement not to omit a material fact with
respect to such Stockholder necessary in order to make the statements therein
not misleading. Each Stockholder agrees, severally but not jointly, to indemnify
and hold harmless the Issuer, any underwriter retained by the Issuer, their
respective directors, officers and other Affiliates and each Person who controls
the Issuer or such underwriter (within the meaning of Section 15 of the
Securities Act) to the same extent as the indemnity from the Issuer to such
Stockholder under Section 3.3(a) but only with respect to information provided
by such Stockholder or on such Stockholder's behalf expressly for use in the
Registration Statement or Prospectus relating to the Registrable Securities;
provided, however, that the liability of each Stockholder under this Section
3.3(b) shall be limited to the amount of net proceeds received by such
Stockholder in the transaction giving rise to such Liability.

                           (c)      Notices of Claims, etc. Any Person entitled
to indemnification under this Section 3.3 (each, an "Indemnified Party") agrees
to give prompt written notice to each indemnifying party (each, an "Indemnifying
Party") after the receipt by the Indemnified Party of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which the Indemnified Party intends to claim indemnification
or contribution pursuant to this Agreement; provided, however, that the failure
so to notify the Indemnifying Party shall not relieve the Indemnifying Party of
any Liability that it may have to the Indemnified Party hereunder (except to the
extent that the Indemnifying Party forfeits substantive

<PAGE>
                                                                              16


rights or defenses by reason of such failure), and in no event shall such
failure relieve the Indemnifying Party from any other Liability it may have to
such Indemnified Party. If notice of commencement of any such action is given to
the Indemnifying Party as above provided, the Indemnifying Party shall be
entitled to participate in and, to the extent it may wish, jointly with any
other Indemnifying Party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it. The Indemnified Party
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees
to pay the same, (ii) the Indemnifying Party fails to assume the defense of such
action, (iii) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or (iv) the named parties to
any such action (including any impleaded parties) include both the Indemnifying
Party and the Indemnified Party and such parties have been advised by such
counsel that either (x) representation of such Indemnified Party and the
Indemnifying Party by the same counsel would be inappropriate under applicable
standards of professional conduct or presents a conflict of interest or (y)
there may be one or more legal defenses available to the Indemnified Party which
are different from, inconsistent with or additional to those available to the
Indemnifying Party. In any of the cases specified in clauses (ii) and (iv) of
the immediately preceding sentence, the Indemnifying Party shall not be liable
for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all Indemnified Parties. No Indemnifying
Party shall be liable for any settlement entered into without its written
consent, which consent shall not be unreasonably withheld. No Indemnifying Party
shall, without the consent of such Indemnified Party, effect any settlement of
any pending or threatened proceeding in respect of which such Indemnified Party
is a party and indemnity has been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability for claims that are the subject matter of such
proceeding.

                           (d)      If the indemnification provided for in this
Section 3.3 shall for any reason be held by a court of competent jurisdiction to
be unavailable to an Indemnified Party, in respect of any Liability, then, in
lieu of the amount paid or payable under Section 3.3(a) or (b), as the case may
be, the Indemnified Party and the Indemnifying Party shall contribute to the
aggregate Liabilities in such proportion as is appropriate to reflect the
relative fault of the Issuer and the prospective sellers of Registrable
Securities covered by the Registration Statement in connection with the
statements or omissions which resulted in such loss, claim, damage or liability,
or action or proceeding in respect thereof, as well as any other relevant
equitable considerations (the relative fault of the Issuer and such prospective
sellers to 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 Issuer
or such prospective sellers and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission). The parties hereto acknowledge that in no event shall the obligation
of any Indemnifying Party to contribute under this Section 3.3(d) exceed the
amount that such Indemnifying Party would have been obligated to pay by way of
indemnification if the indemnification provided for under Section 3.3(a) or (b)
had been available under the circumstances. The

<PAGE>
                                                                              17


Issuer and each Stockholder agree that it would not be just and equitable if
contribution pursuant to this Section 3.3(d) were determined by pro rata
allocation (even if such Stockholders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the first sentence of this Section
3.3(d). 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. Such prospective
sellers' obligations to contribute as provided in this Section 3.3(d) are
several in proportion to the relative value of their respective Registrable
Securities covered by such Registration Statement and not joint.

                           (e)      Indemnification Payments. The
indemnification and contribution required by this Section 3.3 shall be made by
prompt periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

                  3.4      Transfer of Registration Rights.

                           (a)      Each Stockholder may transfer Registrable
Securities with the associated registration rights under this Agreement to a
Permitted Transferee or pledgee ("Pledgee") only if (1) such Permitted
Transferee or Pledgee agrees in writing to be bound as a Stockholder by the
provisions of this Agreement insofar as it pertains to the holding, owning and
disposition of Registrable Securities and (2) immediately following such
transfer or pledge, the further disposition of such Registrable Securities by
such Permitted Transferee or Pledgee would be restricted under the Securities
Act.

                           (b)      Upon any transfer of Registrable Securities
other than as set forth in this Section 3.4, such securities shall no longer
constitute Registrable Securities, except that any Registrable Securities that
are pledged or made the subject of a Hedging Transaction, which Registrable
Securities are not ultimately disposed of by the Stockholders pursuant to such
pledge or Hedging Transaction shall, to the extent such securities remain
"restricted securities" under the Securities Act, be deemed to remain
"Registrable Securities" notwithstanding the release of such pledge or the
completion of such Hedging Transaction.

                           (c)      If a Stockholder assigns its rights under
this Agreement in connection with the transfer of less than all of its
Registrable Securities, such Stockholder shall retain its rights under this
Agreement with respect to its remaining Registrable Securities. If a Stockholder
assigns its rights under this Agreement in connection with the transfer of all
of its Registrable Securities, such Stockholder shall have no further
obligations under this Agreement, except under Section 3.3, with respect to
transactions occurring prior to such assignment.

                  3.5      Suspension of Sales.

                           (a)      The Issuer shall promptly notify each
Stockholder selling securities pursuant to a Prospectus (1) upon discovery that,
or upon the happening of any

<PAGE>
                                                                              18


event as a result of which, the Prospectus or the Registration Statement
includes an untrue statement of a material fact or omits 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, or the
occurrence of any event specified in clause (b) below; (2) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or (3) of any written request by the Commission for
amendments to the Registration Statement or supplements or amendments to the
Prospectus. In no event shall the Issuer be required, in such notice to the
Stockholders, to set forth the details of any such event, order or request.
Immediately following any such event (x) upon the request of the Issuer, each
Stockholder shall suspend the use of the Prospectus and shall not sell any
Registrable Securities until such Stockholder has received copies of the
supplemented or amended Prospectus or until it is advised by the Issuer that the
Prospectus may be used, and (y) the Issuer shall use all commercially reasonable
efforts to, as promptly as practicable or in the case of an event specified in
clause (b) below, by the end of the Deferral Period (as defined below), prepare
and file a post-effective amendment to the Registration Statement or a
supplement or amendment to the related Prospectus or any document that would be
incorporated by reference into the Registration Statement and Prospectus so that
the Registration Statement does not contain any 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 not misleading, and such Prospectus
does not contain any 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 and promptly thereafter deliver to the holders of the Registrable
Securities a reasonable number of copies of the supplement or amendment of such
Prospectus complying with the foregoing, and, in the case of a post-effective
amendment to a Registration Statement, use all commercially reasonable efforts
to cause it to be declared effective as promptly as is reasonably practicable.

                           (b)      The Issuer shall not be required to file any
Registration Statement pursuant to this Agreement, file any amendment thereto,
furnish any supplement or amendment to a Prospectus included in a Registration
Statement pursuant to Section 3.2(a)(i) or 3.2(a)(ii), make any other filing
with the Commission, cause any Registration Statement or other filing with the
Commission to become effective, or take any similar action (collectively,
"Registration Actions") and may withdraw any Registration Statement or other
filing with the Commission, and any and all sales of Registrable Securities by a
holder thereof pursuant to a Registration Statement shall be suspended: (i) if
such Registration Action would, in the good-faith judgment of the Board of
Directors, materially interfere with business activities or plans of the Issuer,
or (ii) if such Registration Action would, in the good-faith judgment of the
Board of Directors, require the disclosure of material non-public information
which disclosure, in the good-faith judgment of the Board of Directors, would be
detrimental to the Issuer or (iii) if such Registration Action would require the
inclusion of audited financial statements of the Issuer that are not then
available. Upon the occurrence of any condition described in clauses (i), (ii)
or (iii) of the first sentence of this Section 3.5(b), the Issuer shall give
prompt notice thereof (which notice shall state whether it intends to delay any
of the Registration Actions and/or suspend sales of Registrable Securities) to
the

<PAGE>
                                                                              19


Stockholders. Upon the termination of the condition described in clauses (i),
(ii) or (iii) of the first sentence of this Section 3.5(b), the Issuer shall
give prompt notice to the holders of Registrable Securities and shall promptly
proceed with the Registration Actions and make any other filing with the
Commission required of it or terminate any suspension of sales it has put into
effect and shall take all such other commercially reasonable actions to permit
registered sales of Registrable Securities as contemplated by this Agreement. It
is understood and agreed that the foregoing provisions of this Section 3.5(b)
shall not prevent a sale or hedge pursuant to Rule 144 by a holder of
Registrable Securities or pursuant to any other exemption from the registration
requirements under the Securities Act. Notwithstanding anything to the contrary
in this Section 3.5(b), the Issuer may only delay Registration Actions or
suspend sales of Registrable Securities for three periods (each, a "Deferral
Period") of up to 120 days, in the aggregate, in any period of twelve
consecutive months. In addition, no suspension pursuant to Section 3.5(b) shall
be effective unless (x) each director and executive officer of the Issuer is
also prohibited by the Issuer's insider trading policy or otherwise from making
purchases and sales (other than those made pursuant to plans designed to comply
with Rule 10b5-1(c)(1)(i) under the Exchange Act) by reason of the condition
specified in the first sentence of Section 3.5(b) and (y) each other holder
entitled to sell equity securities of the Issuer pursuant to registration rights
under a selling stockholder prospectus is, or agrees to be, subject to deferral
provisions substantially similar to or more restrictive than those contained in
Section 3.5(b).

                  3.6      Registration in Connection with Hedging Transactions.

                           (a)      The Issuer acknowledges that from time to
time a Stockholder may seek to enter into one or more Hedging Transactions with
a Hedging Counterparty. Notwithstanding anything to the contrary provided
herein, the Issuer agrees that, in connection with any proposed Hedging
Transaction, if, in the reasonable judgment of Stockholder Counsel (after
good-faith consultation with counsel to the Issuer), it is necessary or
desirable to register under the Securities Act such Hedging Transaction or sales
or transfers (whether short or long) of Registrable Class Securities in
connection therewith, then the Issuer shall use all commercially reasonable
efforts to take such actions (which may include, among other things, the filing
of a post-effective amendment to the Registration Statement to include
additional or changed information that is material or is otherwise required to
be disclosed, including, without limitation, a description of such Hedging
Transaction, the name of the Hedging Counterparty, identification of the Hedging
Counterparty or its Affiliates as underwriters or potential underwriters, if
applicable, or any change to the Plan of Distribution) as may reasonably be
required to register such Hedging Transactions or sales or transfers of
Registrable Class Securities in connection therewith under the Securities Act in
a manner consistent with the rights and obligations of the Issuer hereunder with
respect to the registration of Registrable Securities.

                           (b)      The Issuer further agrees to include under
the caption "Plan of Distribution" (or the equivalent caption) in each
Registration Statement, and any related prospectus (to the extent such inclusion
is permitted under applicable Commission regulations and is consistent with
comments received from the Commission during any

<PAGE>
                                                                              20


Commission review of the Registration Statement), language in substantially the
form of Annex A hereto and to include in each prospectus supplement filed in
connection with any proposed Hedging Transaction language mutually agreed upon
by the Issuer, the relevant Stockholder and the Hedging Counterparty describing
such Hedging Transaction.

                           (c)      Any information regarding the Hedging
Transaction included in a Registration Statement or Prospectus pursuant to this
Section 3.6 shall be deemed to be information provided by the Stockholders
selling Registrable Securities pursuant to such Registration Statement for
purposes of Section 3.3.

                           (d)      If in connection with a Hedging Transaction
a Hedging Counterparty or any Affiliate thereof is (or may be considered) an
underwriter or selling stockholder, then it shall be required to provide
customary indemnities to the Issuer regarding itself, the Plan of Distribution
and like matters.

                           (e)      In addition, regardless of whether the
Hedging Counterparty in any Hedging Transaction is considered under applicable
law to be an underwriter, in any Hedging Transaction other than an OTC Hedging
Transaction, where the aggregate Market Value of Registrable Securities proposed
to be hedged is greater than $375 million, (i) the Stockholders holding a
majority of the securities proposed to be included in such Hedging Transaction
shall have the right to select one nationally-recognized investment banking firm
to act as a co-lead book-running Hedging Counterparty (or the equivalent) with
respect to such Hedging Transaction, which firm shall be reasonably acceptable
to the Issuer; and (ii) the Issuer shall have the right to select one
nationally-recognized investment banking firm to act as a co-lead book-running
Hedging Counterparty (or the equivalent) with respect to such Hedging
Transaction, which firm shall be reasonably acceptable to the Stockholders
holding a majority of the securities proposed to be included in such Hedging
Transaction. To the extent that the Issuer has the right to select a
nationally-recognized investment banking firm to act as a co-lead book-running
Hedging Counterparty (or the equivalent) pursuant to this Section 3.6(e), the
Stockholders proposing to effect such Hedging Transaction shall give the Issuer
reasonable notice, taking into account the type of Hedging Transaction, of their
intention to enter into such Hedging Transaction, which notice shall contain a
reasonably detailed description of the terms of such Hedging Transaction.

                  3.7      Underwriting. In any underwritten public offering of
Registrable Securities (other than an OTC Hedging Transaction) pursuant to a
Registration Statement filed under this Agreement in which at least $500 million
of Registrable Securities or all remaining Registrable Securities are proposed
to be sold, (i) Stockholders holding a majority of the Registrable Securities to
be sold pursuant to such offering shall have the right to select one
nationally-recognized investment banking firm to act as a co-lead book running
manager (or the equivalent) with respect to such offering, which firm shall be
reasonably acceptable to the Issuer; and (ii) the Issuer shall have the right to
select only one nationally-recognized investment banking firm as a co-lead book
running manager (or the equivalent) with respect to such offering, which firm
shall be reasonably

<PAGE>
                                                                              21


acceptable to Stockholders holding a majority of the Registrable Securities to
be sold pursuant to such offering.


                                   ARTICLE IV

                                  MISCELLANEOUS

                  4.1      Recapitalization, Exchanges, etc. The provisions of
this Agreement shall apply to the full extent set forth herein with respect to
(i) the shares of Issuer Common Stock acquired by MediaOne pursuant to the
Restructuring Agreement, (ii) any and all shares of voting common stock of the
Issuer into which such shares of Issuer Common Stock are converted, exchanged or
substituted in any recapitalization or other capital reorganization by the
Issuer and (iii) any and all equity securities of the Issuer or any successor or
assign or acquirer of the Issuer (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in conversion of, in
exchange for or in substitution of, such shares of Issuer Common Stock and shall
be appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof.
The Issuer shall cause any successor or assign or acquiror (whether by merger,
consolidation, sale of assets or otherwise) to enter into a new registration
rights agreement with each Stockholder on terms no less favorable to such
Stockholder than the terms provided under this Agreement as a condition of any
such transaction.

                  4.2      Notices. All notices, requests, claims and demands
and other communications hereunder shall be in writing and shall be deemed duly
delivered (i) four Business Days after being sent by registered or certified
mail, return receipt requested, postage prepaid, or (ii) one Business Day after
being sent by facsimile transmission (provided the sender retains confirmation
thereof) or for next Business Day delivery, fees prepaid, via a reputable
nationwide overnight courier service, in each case to the intended recipient as
set forth below:

If to the Issuer, to:
                                              AOL Time Warner Inc.
                                              75 Rockefeller Center Plaza
                                              New York, New York  10019
                                              Attention: Executive Vice
                                               President and General Counsel
                                              Fax: (212) 258-3172

                                              With a copy to:

                                              Paul, Weiss, Rifkind, Wharton &
                                               Garrison
                                              1285 Avenue of the Americas
                                              New York, NY  10019
                                              Attention: Robert B. Schumer
                                              Fax: (212) 757-3990

<PAGE>
                                                                              22


If to MediaOne prior to the closing of the    AT&T Corp.
AT&T-Comcast Merger, to:                      295 North Maple Avenue
                                              Basking Ridge, New Jersey 07920
                                              Attention: Corporate Secretary
                                              Fax: (908) 953-8360

                                              With a copy to:

                                              Wachtell, Lipton, Rosen & Katz
                                              51 West 52(nd) Street
                                              New York, New York  10019
                                              Attention: Trevor Norwitz
                                              Fax: (212) 450-4800

                                              With a copy to:

                                              Comcast Corporation
                                              1500 Market Street
                                              Philadelphia, Pennsylvania 19102
                                              Attention: General Counsel
                                              Fax: (215) 981-7794

                                              With a copy to:

                                              Davis Polk & Wardwell
                                              450 Lexington Avenue
                                              New York, New York  10017
                                              Attention: Dennis S. Hersch
                                              William L. Taylor
                                              Fax: (212) 450-4800

if to MediaOne following the closing of the   Comcast Corporation
AT&T-Comcast Merger, to:                      1500 Market Street
                                              Philadelphia, Pennsylvania 19102
                                              Attention: General Counsel
                                              Fax: (215) 981-7794

                                              With a copy to:

                                              Davis Polk & Wardwell
                                              405 Lexington Avenue
                                              New York, New York 10017
                                              Attention: Dennis S. Hersch
                                              William L. Taylor
                                              Fax: (212) 450-4800

Any party to this Agreement may give any notice or other communication hereunder
using any other means (including personal delivery, messenger service, telecopy
or

<PAGE>
                                                                              23


ordinary mail), but no such notice or other communication shall be deemed to
have been duly given unless and until it actually is received by the office of
the party for whom it is intended during business hours on a Business Day in the
place of receipt. Any party to this Agreement may change the address to which
notices and other communications hereunder are to be delivered by giving the
other parties to this Agreement notice in the manner herein set forth.

                  4.3      Entire Agreement; No Inconsistent Agreement.

                           (a)      This Agreement constitutes the entire
agreement among the parties hereto and supersedes any prior understandings,
agreements or representations by or among the parties hereto, or any of them,
written or oral, with respect to the subject matter hereof.

                           (b)      The Issuer shall not hereafter enter into or
amend any agreement with respect to its securities which would adversely affect
the rights granted to the holders of Registrable Securities in this Agreement.

                  4.4      Further Assurances. Each of the parties shall execute
such documents and perform such further acts as may be reasonably required or
desirable to carry out or perform the provisions of this Agreement.

                  4.5      Other Agreements. Nothing contained in this Agreement
shall be deemed to be a waiver of, or release from, any obligations any party
hereto may have under any of the other Transaction Agreements.

                  4.6      No Third-Party Beneficiaries. Except as provided in
Section 3.3, this Agreement is not intended, and shall not be deemed, to confer
any rights or remedies upon any Person other than the parties hereto and their
respective successors and permitted assigns or to otherwise create any
third-party beneficiary hereto.

                  4.7      Assignment. This Agreement shall be binding upon and
inure to the benefit of and shall be enforceable by the parties hereto and their
respective successors and assigns and, with respect to each Stockholder, any
Permitted Transferee. No assignment or transfer shall be effective hereunder
unless and until the purported transferee executes and delivers an agreement, in
form and substance reasonably acceptable to the parties, agreeing to be bound by
the terms hereof.

                  4.8      Amendments and Waivers. Except as otherwise provided
herein, 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, unless consented to in writing by the Issuer and the Requisite
Holders.

                  4.9      Nominees for Beneficial Owners. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election in writing delivered to the
Issuer, be treated as the holder of such Registrable Securities for purposes of
any request, consent, waiver or other action by any holder or holders of
Registrable Securities pursuant to this Agreement or any

<PAGE>
                                                                              24


determination of any number or percentage of shares of Registrable Securities
held by any holder or holders of Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Registrable Securities so elects, the
Issuer may require assurances reasonably satisfactory to it of such owner's
beneficial ownership of such Registrable Securities.

                  4.10     Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties hereto agree that the court making such
determination shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified. In the event
such court does not exercise the power granted to it in the prior sentence, the
parties hereto agree to replace such invalid or unenforceable term or provision
with a valid and enforceable term or provision that shall achieve, to the extent
possible, the economic, business and other purposes of such invalid or
unenforceable term.

                  4.11     Counterparts and Signature. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each of the parties
hereto and delivered to the other parties, it being understood that all parties
need not sign the same counterpart. This Agreement may be executed and delivered
by facsimile transmission.

                  4.12     Interpretation. When reference is made in this
Agreement to an Article or Section, such reference shall be to an Article or
Section of this Agreement, unless otherwise indicated. The headings contained in
this Agreement are for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement. The language used in this
Agreement shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction shall be applied
against any party. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural, and vice
versa. Any reference to any federal, state, local or foreign statute or law
shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation."

                  4.13     Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York
without giving effect to any choice or conflict of laws provision or rule
(whether of the State of

<PAGE>
                                                                              25


New York or any other jurisdiction) that would cause the application of laws of
any jurisdictions other than those of the State of New York.

                  4.14     Submission to Jurisdiction. Any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought exclusively in any federal or state court located in the
State and City of New York, and each of the parties hereby consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Process in any such suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 4.2 as to
giving notice hereunder shall be deemed effective service of process on such
party.

                  4.15     Remedies. Except as otherwise provided herein, any
and all remedies herein expressly conferred upon a party shall be deemed
cumulative with and not exclusive of any other remedy conferred hereby, or by
law or equity upon such party, and the exercise by a party of any one remedy
shall not preclude the exercise of any other remedy. The parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement, this
being in addition to any other remedy to which the parties are entitled at law
or in equity.

                  4.16     WAIVER OF JURY TRIAL. EACH OF THE ISSUER AND THE
STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE ACTIONS OF THE ISSUER AND THE STOCKHOLDERS IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

<PAGE>
                                                                              26



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective officers thereunto duly authorized as
of the date first written above.

                                          AOL TIME WARNER INC.


                                          By:  /s/ Spencer B. Hays
                                               -------------------------------
                                               Name:  Spencer B. Hays
                                               Title: Senior Vice President





                                          MEDIAONE OF COLORADO, INC.


                                          By:  /s/ Charles H. Noski
                                               -------------------------------
                                               Name:  Charles H. Noski
                                               Title: Authorized Signatory


<PAGE>


                                                                         ANNEX A



                              PLAN OF DISTRIBUTION

                  A selling stockholder may also enter into hedging and/or
monetization transactions. For example, a selling stockholder may:

(a)      enter into transactions with a broker-dealer or affiliate of a
broker-dealer or other third party in connection with which that other party
will become a selling stockholder and engage in short sales of the common stock
under this prospectus, in which case the other party may use shares of common
stock received from the selling stockholder to close out any short positions;

(b)      itself sell short common stock under this prospectus and use shares of
common stock held by it to close out any short position;

(c)      enter into options, forwards or other transactions that require the
selling stockholder to deliver, in a transaction exempt from registration under
the Securities Act, common stock to a broker-dealer or an affiliate of a
broker-dealer or other third party who may then become a selling stockholder and
publicly resell or otherwise transfer that common stock under this prospectus;
or

(d)      loan or pledge common stock to a broker-dealer or affiliate of a
broker-dealer or other third party who may then become a selling stockholder and
sell the loaned shares or, in an event of default in the case of a pledge,
become a selling stockholder and sell the pledged shares, under this prospectus.


<PAGE>


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----


<S>            <C>                                                          <C>
ARTICLE I      DEFINITIONS....................................................1
         1.1   Certain Definitions............................................1
         1.2   Capitalized Terms..............................................5
         1.3   Successor Laws, Rules, Regulations and Forms...................5
         1.4   Other Definitions..............................................5

ARTICLE II     REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS...........5
         2.1   Representations and Warranties of MediaOne.....................5
         2.2   Certain Acknowledgments of each Stockholder....................6
         2.3   Representations and Warranties of the Issuer...................7

ARTICLE III    REGISTRATION RIGHTS............................................8
         3.1   Shelf Registration.............................................8
         3.2   Registration Procedures.......................................10
         3.3   Indemnification...............................................14
         3.4   Transfer of Registration Rights...............................17
         3.5   Suspension of Sales...........................................17
         3.6   Registration in Connection with Hedging Transactions..........19
         3.7   Underwriting..................................................20

ARTICLE IV     MISCELLANEOUS.................................................21
         4.1   Recapitalization, Exchanges, etc..............................21
         4.2   Notices.......................................................21
         4.3   Entire Agreement; No Inconsistent Agreement...................23
         4.4   Further Assurances............................................23
         4.5   Other Agreements..............................................23
         4.6   No Third-Party Beneficiaries..................................23
         4.7   Assignment....................................................23
         4.8   Amendments and Waivers........................................23
         4.9   Nominees for Beneficial Owners................................23
         4.10  Severability..................................................24
         4.11  Counterparts and Signature....................................24
         4.12  Interpretation................................................24
         4.13  Governing Law.................................................24
         4.14  Submission to Jurisdiction....................................25
         4.15  Remedies......................................................25
         4.16  WAIVER OF JURY TRIAL..........................................25
</TABLE>




</TEXT>
</DOCUMENT>
