LABORATORY CORP OF AMERICA HOLDINGS
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>regrightsagmt.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
EXHIBIT 10.1

                                                         EXECUTION COPY



                                  $350,000,000

                   LABORATORY CORPORATION OF AMERICA HOLDINGS

                    5 1/2% Senior Notes due February 1, 2013


                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------

                                                         January 28, 2003

Credit Suisse First Boston LLC
Banc of America Securities LLC
UBS Warburg LLC
Wachovia Securities, Inc.
SunTrust Capital Markets, Inc.
U.S. Bancorp Piper Jaffray Inc.
c/o Credit Suisse First Boston LLC
     Eleven Madison Avenue
     New York, New York 10010-3629

Dear Sirs:

     Laboratory Corporation of America Holdings, a Delaware corporation (the
"Company"), proposes to issue and sell to Credit Suisse First Boston LLC and
Banc of America Securities LLC, UBS Warburg LLC, Wachovia Securities, Inc.,
SunTrust Capital Markets, Inc. and U.S. Bancorp Piper Jaffray Inc.
(collectively, the "Initial Purchasers"), upon the terms set forth in a
purchase agreement of even date herewith (the "Purchase Agreement"),
$350,000,000 aggregate principal amount of its 5 1/2% Senior Notes due
February 1, 2013 (the "Initial Securities").  The Initial Securities will be
issued pursuant to an Indenture, dated as of January 31, 2003 (the
"Indenture"), among the Company and Wachovia Bank, National Association, 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 (as defined below) (collectively the "Holders"), as follows:

     1.  Registered Exchange Offer.  Unless not permitted by applicable law,
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 purchase
the Initial Securities pursuant to the Purchase Agreement (the "Closing
Date"), file with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to a proposed offer (the "Registered Exchange
Offer") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), 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 (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) 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 in accordance with the terms of the
Registered Exchange Offer) and (ii) will be required to consummate the
Registered Exchange Offer no later than 40 days after the date on which the
Exchange Offer Registration Statement is declared effective (such 40th 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 within the meaning of the Securities Act,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements 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 and the Initial Purchasers acknowledge 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,
acquired for its own account as a result of market making activities or other
trading activities, for Exchange Securities (an "Exchanging Dealer"), is
required to deliver a prospectus containing the information set forth in (a)
Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section, 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
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Securities (as defined below) 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 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 Exchanging Dealer or an Initial
Purchaser, such period shall be the lesser of 180 days and the date on which
all Exchanging Dealers and the Initial Purchasers have sold all Exchange
Securities held by them (unless such period is extended pursuant to Section
3(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 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 (the "Private Exchange Securities").  The Initial
Securities, the Exchange Securities and the Private Exchange Securities are
herein collectively called the "Securities".

     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; and

           (e)  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:

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

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

           (z) 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 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 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," as
defined in Rule 405 of the Securities Act, 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 (unless advised in writing by outside counsel that seeking such
no-action letter has no reasonable probability of success) 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 such other actions as may be
reasonably requested by the Commission or otherwise reasonably 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.

     2.  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 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the 210th 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 Exchanging
Dealer) is not eligible to participate in the Registered Exchange Offer or,
in the case of any Holder (other than an Exchanging 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 60
     days after the Trigger Date (such 60th 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 180 days after the
     Trigger Date (such 180th day being an "Effectiveness Deadline") a
     registration statement (the "Shelf Registration Statement" and, together
     with the Exchange Offer Registration Statement, a "Registration
     Statement") on an appropriate form under the Securities Act 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 under the
     Securities Act (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 3(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 subject to limitations under
     clauses (c), (e), (f) and (h) of Rule 144 under the Securities Act, or
     any successor rule thereof (such period being called the "Shelf
     Registration Period").  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
     the Company shall determine after consulting with outside counsel that
     such action is required by applicable law or otherwise permitted
     hereunder.

           (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 or amendment or
     the filing date of the 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) other than with respect
     to information included therein in reliance upon and in conformity with
     written information furnished to the Company by or on behalf of any
     Holder specifically for use therein (the "Holders' Information") 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.

     3.  Registration Procedures.  In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 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
     reasonable 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, in Annex B hereto in the "Exchange Offer Procedures" section
     and the "Purpose of the Exchange Offer" section 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," 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 Securities Exchange Act of 1934, as
     amended (the "Exchange Act")) of Exchange Securities received by such
     broker-dealer in the Registered Exchange Offer (a "Participating Broker-
     Dealer"), 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, to the extent required by the applicable
     Commission staff interpretations, 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;

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

                (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,
           provided, the Company will be under no obligation to give notice
           to any person of the specific event that has occurred and shall
           only be required to notify such person that the use of the
           prospectus must be suspended.

           (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 Exchanging 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
     Exchanging 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 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 3(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 or a supplement to the related prospectus and
     any other required document so that, as thereafter delivered to Holders
     of the Securities or purchasers of Securities, the prospectus (other
     than the Holders' Information) 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 3(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 2(b) above and the Exchange Offer Registration Statement
     provided for in Section 1 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 3(j);
     provided, however, that such period of effectiveness, including any such
     extension, shall terminate upon the occurrence of any event specified in
     Section 2(b)(i) or Section 2(b)(ii).  Notwithstanding the foregoing, the
     Company shall not be required to file and distribute any such amendment,
     supplement or other required document for a period not to exceed an
     aggregate of 30 days in any calendar year, if (i) an event occurs and is
     continuing as a result of which the Registration Statement would, in the
     Company's good faith judgment, contain an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in light of the circumstances in which they were
     made, not misleading and (ii) the board of directors of the Company
     determines in its good faith judgment that the disclosure of such event
     at such time would have a material adverse effect on the business or
     operations of the Company.

           (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) an earnings
     statement satisfying the provisions of Section 11(a) of the Securities
     Act, no later than 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
     (collectively, the "Inspectors") 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 4 hereof.  Records which the Company reasonably determines, in
     good faith, to be confidential and any records which they notify the
     Inspectors are confidential shall not be disclosed by the Inspectors
     unless (i) the disclosure of such records is necessary to avoid or
     correct a material misstatement or omission in such Registration
     Statement after a failure by the Company to make such disclosure for a
     period of 5 business days after receiving written notice from any
     Inspector of the need to make such disclosure, (ii) the release of such
     records is ordered pursuant to a subpoena or other order from a court of
     competent jurisdiction or (iii) the information in such records has been
     made generally available to the public.  Each selling Holder of such
     Registrable Securities and each such Participating Broker-Dealer will
     be required to agree that information obtained by it as a result of such
     inspections shall be deemed confidential, shall be used solely in
     connection with the transactions contemplated herein and shall not be
     used by it as the basis for any market transactions in the securities of
     the Company unless and until such is made generally available to the
     public.  Each selling Holder of such Registrable Securities and each
     such Participating Broker-Dealer will be required to further agree that
     it will, upon learning that disclosure of such records is sought in a
     court of competent jurisdiction, give notice to the Company and allow
     the Company at its expense to undertake appropriate action to prevent
     disclosure of the records deemed confidential.

           (q)  In the case of any Shelf Registration, the Company, if
     requested by Holders of a majority in aggregate principal amount of the
     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, which opinions shall cover matters
     customarily addressed in opinions requested by underwriters in
     connection with underwritten offerings; (ii) its officers to execute and
     deliver customary documents and certificates and updates thereof
     reasonably 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 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)  In the case of the Registered Exchange Offer, if requested by
     any Initial Purchaser or any known Participating Broker-Dealer, the
     Company shall cause (i) its counsel to deliver to such Initial Purchaser
     or such Participating Broker-Dealer signed opinions in the form set
     forth in Sections 6(c) and 6(d) of the Purchase Agreement with such
     changes as are customary in connection with the preparation of a
     Registration Statement and (ii) its independent public accountants and
     the independent public accountants with respect to any other entity for
     which financial information is provided in the Registration Statement to
     deliver to such Initial Purchaser or such Participating Broker-Dealer a
     comfort letter, in customary form, meeting the requirements as to the
     substance thereof as set forth in Section 6(a) and (g) of the Purchase
     Agreement, with appropriate date changes.

           (s)  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.

           (t)  The Company will use its best efforts to (a) 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 (b) 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.

           (u)  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 (the "Rules") of
     the National Association of Securities Dealers, Inc. ("NASD")) 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 Rules, including, without limitation, by (i) if
     such Rules, including Rule 2720, shall so require, engaging a "qualified
     independent underwriter" (as defined in 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 5 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
     Rules.

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

4.  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;

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

           (v) 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).

     In connection with any Registration Statement required by this
Agreement, in no event shall the Company be responsible for any underwriting
discounts or commissions or brokerage fees or fees and disbursements of
counsel for any underwriter or commissions or brokerage fees incurred by the
selling Holders in connection with a Shelf Registration Statement.  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.
The Holders participating in any underwritten offering shall be responsible
for any underwriting discounts and commissions and fees and disbursements of
counsel to the selling Holders to the extent not required to be paid by the
Company pursuant to this Agreement.

      (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 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 not to exceed $50,000 of not more than one counsel, who
shall be Cravath, Swaine & Moore 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.

5.  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 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
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
5 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 5, notify the indemnifying party of the commencement thereof; but the
failure to notify the indemnifying party shall not relieve it from any
liability that it may have under subsection (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that
the failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified party otherwise than under
subsection (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 5 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 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 5 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 5(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 5 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.

6.  Additional Interest Under Certain Circumstances.

      (a)  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"):

           (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) 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 or (B) such Registration
      Statement or the related prospectus ceases to be usable (except as
      permitted in paragraph (b)) 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 0.50%
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 0.50% 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 2.0% per annum.

      (b)  A Registration Default referred to in Section 6(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), subject to Section 3(j), 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
45 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.

      (c)  Any amounts of Additional Interest due pursuant to Section 6(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.

      (d)  "Transfer Restricted Securities" means each Security until (i) the
date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of an Initial Security for an Exchange Note, the
date on which such Exchange Note is 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 Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Security is distributed to the
public pursuant to Rule 144 under the Securities Act or is saleable pursuant
to Rule 144(k) under the Securities Act.

     7.  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 7
shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.

     8.  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 a majority in aggregate
principal amount of such Transfer Restricted Securities to be included in
such offering, subject to the approval of the Company (which shall not be
unreasonably withheld); provided that at least 10% of the outstanding
Transfer Restricted Securities are included in such underwritten offering.
The Company shall not be obligated to arrange for more than two underwritten
offerings during the Shelf Registration Period. 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.

     9.  Miscellaneous.

           (a)  Remedies.  The Company acknowledges and agrees that any
     failure by the Company to comply with its obligations under Section 1
     and 2 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 1 and 2
     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 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;

                Credit Suisse First Boston LLC
                One Madison Avenue
                New York, NY 10010-3629
                Fax No.:  (212) 325-4296
                Attention:  Transactions Advisory Group

          with a copy to:

                Cravath, Swaine & Moore
                825 Eighth Avenue
                New York, NY 10019
                Fax No.: (212) 474-3700
                Attention: Stephen L. Burns

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

                Laboratory Corporation of America Holdings
                358 South Main Street
                Burlington, NC 27215
                Fax No.: (336) 436-4177
                Attention: David P. King

          with a copy to:

                Hogan & Hartson L.L.P.
                111 South Calvert Street
                16th Floor
                Baltimore, MD 21202
                Fax No.: (410) 539-6981
                Attention: Michael J. Silver

     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)  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.

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

      (g)  Counterparts.  This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

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

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

      (j)  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.

      (k)  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.

      (l)  Submission to Jurisdiction; Waiver of Immunities.  By the
execution and delivery of this Agreement, the Company submits to the
nonexclusive jurisdiction of any federal or state court in the State of New
York in any suit or proceeding arising out of or relating to this Agreement
that may be instituted in or brought under federal or state securities laws.
To the extent that the Company may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, it hereby irrevocably
waives such immunity in respect of this Agreement, to the fullest extent
permitted by law.


     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,

                                   LABORATORY CORPORATION OF AMERICA HOLDINGS


                                   By  /s/ Bradford T. Smith
                                      ---------------------------------------
                                      Name:  Bradford T. Smith
                                      Title: Executive Vice President and
                                             Secretary


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

CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
UBS WARBURG LLC
WACHOVIA SECURITIES, INC.
SUNTRUST CAPITAL MARKETS, INC.
U.S. BANCORP PIPER JAFFRAY INC.

By:  Credit Suisse First Boston LLC


By  /s/ Michael J. Wiggins
   -----------------------------------
   Name:  Michael J. Wiggins
   Title: Director


<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 (as defined herein), it will make this Prospectus available
to any broker-dealer for use in connection with any such resale.  See "Plan
of Distribution."


<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."


<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, 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 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
will appear on the inside front cover page of the Exchange Offer prospectus
below the Table of Contents.


<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.

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