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                                                                     EXHIBIT 4.9


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                                  CINERGY CORP.


                                       and


                                [               ],

                           as Purchase Contract Agent


                           PURCHASE CONTRACT AGREEMENT


                          Dated as of ___________, 2003


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                                             ARTICLE 1
                     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

SECTION 1.01.  Definitions.....................................................................1
SECTION 1.02.  Compliance certificates and opinions...........................................11
SECTION 1.03.  FORM OF DOCUMENTS DELIVERED TO PURCHASE CONTRACT AGENT.........................12
SECTION 1.04.  ACTS OF HOLDERS; RECORD DATES..................................................12
SECTION 1.05.  Notices........................................................................14
SECTION 1.06.  NOTICE TO HOLDERS; WAIVER......................................................15
SECTION 1.07.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................................16
SECTION 1.08.  SUCCESSORS AND ASSIGNS.........................................................16
SECTION 1.09.  Separability Clause............................................................16
SECTION 1.10.  BENEFITS OF AGREEMENT..........................................................16
SECTION 1.11.  Governing Law..................................................................16
SECTION 1.12.  Legal Holidays.................................................................16
SECTION 1.13.  Counterparts...................................................................17
SECTION 1.14.  INSPECTION OF AGREEMENT........................................................17
SECTION 1.15.  APPOINTMENT OF FINANCIAL INSTITUTION AS AGENT FOR THE COMPANY..................17

                                             ARTICLE 2
                                         CERTIFICATE FORMS

SECTION 2.01.  FORMS OF CERTIFICATES GENERALLY................................................17
SECTION 2.02.  FORM OF PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION................18

                                             ARTICLE 3
                                          THE SECURITIES

SECTION 3.01.  AMOUNT; FORM AND DENOMINATIONS.................................................19
SECTION 3.02.  RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES...........................19
SECTION 3.03.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.................................20
SECTION 3.04.  TEMPORARY CERTIFICATES.........................................................20
SECTION 3.05.  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE............................21
SECTION 3.06.  BOOK-ENTRY INTERESTS...........................................................23
SECTION 3.07.  Notices to Holders.............................................................23
SECTION 3.08.  APPOINTMENT OF SUCCESSOR DEPOSITARY............................................23
SECTION 3.09.  DEFINITIVE CERTIFICATES........................................................24
SECTION 3.10.  MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.............................24
SECTION 3.11.  PERSONS DEEMED OWNERS..........................................................25
SECTION 3.12.  Cancellation...................................................................26
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SECTION 3.13.  CREATION OF TREASURY STOCK PURCHASE UNITS BY SUBSTITUTION OF TREASURY
                SECURITIES....................................................................26
SECTION 3.14.  REESTABLISHMENT OF STOCK PURCHASE UNITS........................................28
SECTION 3.15.  TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION EVENT....................29
SECTION 3.16.  NO CONSENT TO ASSUMPTION.......................................................30

                                             ARTICLE 4
        THE PREFERRED SECURITIES, [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP INTEREST OF
                                      THE TREASURY PORTFOLIO

SECTION 4.01.  INTEREST PAYMENTS; RIGHTS TO INTEREST PAYMENTS PRESERVED.......................31
SECTION 4.02.  Notice and Voting..............................................................32
SECTION 4.03.  DISTRIBUTION OF [SUBORDINATED] NOTES; TAX EVENT REDEMPTION.....................33

                                             ARTICLE 5
                                      THE PURCHASE CONTRACTS

SECTION 5.01.  PURCHASE OF SHARES OF COMMON STOCK.............................................34
SECTION 5.02.  PAYMENT OF PURCHASE PRICE......................................................37
SECTION 5.03.  ISSUANCE OF SHARES OF COMMON STOCK.............................................42
SECTION 5.04.  ADJUSTMENT OF SETTLEMENT RATE..................................................43
SECTION 5.05.  NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.................................50
SECTION 5.06.  TERMINATION EVENT; NOTICE......................................................50
SECTION 5.07.  Early Settlement...............................................................51
SECTION 5.08.  INTENTIONALLY OMITTED..........................................................53
SECTION 5.09.  NO FRACTIONAL SHARES...........................................................53
SECTION 5.10.  Charges and Taxes..............................................................53
SECTION 5.11.  PURCHASE CONTRACT PAYMENTS.....................................................54
SECTION 5.12.  DEFERRAL OF PURCHASE CONTRACT PAYMENTS.........................................55

                                             ARTICLE 6
                                             REMEDIES

SECTION 6.01.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PURCHASE CONTRACT PAYMENTS AND TO
                PURCHASE SHARES OF COMMON STOCK...............................................56
SECTION 6.02.  RESTORATION OF RIGHTS AND REMEDIES.............................................56
SECTION 6.03.  RIGHTS AND REMEDIES CUMULATIVE.................................................56
SECTION 6.04.  DELAY OR OMISSION NOT WAIVER...................................................57
SECTION 6.05.  UNDERTAKING FOR COSTS..........................................................57
SECTION 6.06.  WAIVER OF STAY OR EXTENSION LAWS...............................................57
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                                             ARTICLE 7
                                    THE PURCHASE CONTRACT AGENT

SECTION 7.01.  CERTAIN DUTIES AND RESPONSIBILITIES............................................58
SECTION 7.02.  Notice of Default..............................................................59
SECTION 7.03.  CERTAIN RIGHTS OF PURCHASE CONTRACT AGENT......................................59
SECTION 7.04.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................61
SECTION 7.05.  May Hold Securities............................................................61
SECTION 7.06.  MONEY HELD IN CUSTODY..........................................................61
SECTION 7.07.  COMPENSATION AND REIMBURSEMENT.................................................61
SECTION 7.08.  CORPORATE PURCHASE CONTRACT AGENT REQUIRED;   ELIGIBILITY......................62
SECTION 7.09.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................62
SECTION 7.10.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................64
SECTION 7.11.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................64
SECTION 7.12.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........................64
SECTION 7.13.  NO OBLIGATIONS OF PURCHASE CONTRACT AGENT......................................65
SECTION 7.14.  Tax Compliance.................................................................65

                                             ARTICLE 8
                                      SUPPLEMENTAL AGREEMENTS

SECTION 8.01.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.............................66
SECTION 8.02.  SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS................................66
SECTION 8.03.  EXECUTION OF SUPPLEMENTAL AGREEMENTS...........................................68
SECTION 8.04.  EFFECT OF SUPPLEMENTAL AGREEMENTS..............................................68
SECTION 8.05.  REFERENCE TO SUPPLEMENTAL AGREEMENTS...........................................68

                                             ARTICLE 9
                       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 9.01.  COVENANT NOT TO CONSOLIDATE, MERGE, CONVEY, TRANSFER OR LEASE
                PROPERTY EXCEPT UNDER CERTAIN CONDITIONS......................................68
SECTION 9.02.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.....................................69
SECTION 9.03.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL GIVEN TO PURCHASE
                CONTRACT AGENT................................................................69
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                                            ARTICLE 10
                                             COVENANTS

SECTION 10.01. PERFORMANCE UNDER PURCHASE CONTRACTS...........................................70
SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY................................................70
SECTION 10.03. COMPANY TO RESERVE COMMON STOCK................................................70
SECTION 10.04. COVENANTS AS TO COMMON STOCK...................................................71
SECTION 10.05. STATEMENTS OF OFFICERS OF THE COMPANY AS TO DEFAULT............................71
SECTION 10.06. ERISA..........................................................................71
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     PURCHASE CONTRACT AGREEMENT, dated as of __________, 2003, between CINERGY
CORP., a Delaware corporation (the "COMPANY"), and [          ], an __________
banking corporation, acting as purchase contract agent for the Holders of
Securities (as defined herein) from time to time (the "PURCHASE CONTRACT
AGENT").

                                    RECITALS

     The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Securities.

     All things necessary to make the Purchase Contracts, when the Certificates
are executed by the Company and authenticated, executed on behalf of the Holders
and delivered by the Purchase Contract Agent, as provided in this Agreement, the
valid obligations of the Company, and to constitute these presents a valid
agreement of the Company, in accordance with its terms, have been done. For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed as follows:

                                    ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

     SECTION 1.01. DEFINITIONS.

     For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular, and nouns and
pronouns of the masculine gender include the feminine and neuter genders;

     (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States;

     (c) the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section, Exhibit or other subdivision;

     (d) the following terms have the meanings given to them in the Declaration:
(i) Applicable Ownership Interest; (ii) Applicable Principal Amount; (iii)
Guarantee; (iv) Primary Treasury Dealer; (v) Pro Rata, (vi) Quotation Agent;
(vii) Redemption Amount; (viii)

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Redemption Price; (ix) Remarketing, (x) Reset Rate, (xi) Tax Event Redemption,
(xii) Tax Event Redemption Date; (xiii) Two-Year Benchmark Treasury Rate; and
(xiv) Treasury Portfolio; and

     (e) the following terms have the meanings given to them in this Section
1.01(e):

     "ACT" has the meaning, with respect to any Holder, set forth in Section
1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "AGREEMENT" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "APPLICABLE MARKET VALUE" has the meaning set forth in Section 5.01.

     "APPLICANTS" has the meaning set forth in Section 7.12(b).

     "BANKRUPTCY CODE" means title 11 of the United States Code, or any other
law of the United States that from time to time provides a uniform system of
bankruptcy laws.

     "BENEFICIAL OWNER" means, with respect to a Book-Entry Interest, a Person
who is the beneficial owner of such Book-Entry Interest as reflected on the
books of the Depositary or on the books of a Person maintaining an account with
such Depositary (directly as a Depositary Participant or as an indirect
participant, in each case in accordance with the rules of such Depositary).

     "BOARD OF DIRECTORS" means the board of directors of the Company or a duly
authorized committee of that board.

     "BOARD RESOLUTION" means one or more resolutions of the Board of Directors,
a copy of which has been certified by the Secretary or an Assistant Secretary of
the Company, to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification and delivered to the
Purchase Contract Agent.

     "BOOK-ENTRY INTEREST" means a beneficial interest in a Global Certificate,
registered in the name of a Depositary or a nominee thereof, ownership and
transfers of which shall be maintained and made through book entries by such
Depositary as described in Section 3.06.

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     "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on
which banking institutions in New York City, New York, or Chicago, Illinois are
authorized or required by law or executive order to remain closed or a day on
which the Indenture Trustee or the Property Trustee is closed for business;
provided that for purposes of the second paragraph of Section 1.12 only, the
term "Business Day" shall also be deemed to exclude any day on which trading on
the New York Stock Exchange, Inc. is closed or suspended.

     "CASH SETTLEMENT" has the meaning set forth in Section 5.02(a)(i).

     "CERTIFICATE" means a Stock Purchase Units Certificate or a Treasury Stock
Purchase Units Certificate.

     "CLEARING AGENCY" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as a depositary for
the Securities and in whose name, or in the name of a nominee of that
organization, shall be registered a Global Certificate and which shall undertake
to effect book-entry transfers and pledges of the Securities.

     "CLOSING PRICE" has the meaning set forth in Section 5.01.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL" has the meaning set forth in Section 1.01(f) of the Pledge
Agreement.

     "COLLATERAL ACCOUNT" has the meaning set forth in Section 1.01(f) of the
Pledge Agreement.

     "COLLATERAL AGENT" means [          ], as Collateral Agent under the Pledge
Agreement until a successor Collateral Agent shall have become such pursuant to
the applicable provisions of the Pledge Agreement, and thereafter "Collateral
Agent" shall mean the Person who is then the Collateral Agent thereunder.

     "COLLATERAL SUBSTITUTION" has the meaning set forth in Section 3.13.

     "COMMON STOCK" means the Cinergy Corp., common stock, par value $0.01.

     "COMPANY" means the Person named as the "COMPANY" in the first paragraph of
this instrument until a successor shall have become such pursuant to the
applicable provision of this Agreement, and thereafter "Company" shall mean such
successor.

     "CONSTITUENT PERSON" has the meaning set forth in Section 5.04(b).

     "CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Purchase Contract Agent at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at
[              ],

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Attention: Corporate Trust Department.

     "COUPON RATE" means the percentage rate per annum at which each
[Subordinated] Note will bear interest initially and, on and after
_______________, the Reset Rate.

     "CURRENT MARKET PRICE" has the meaning set forth in Section 5.04(a)(8).

     "DECLARATION" means the Amended and Restated Declaration of Trust of CC
Funding Trust II, dated as of ___________, 2003, among the Company as sponsor,
the trustees named therein and the holders from time to time of individual
beneficial interests in the assets of the Trust.

     "DEPOSITARY" means a clearing agency registered under the Exchange Act that
is designated to act as Depositary for the Securities as contemplated by
Sections 3.06, 3.07, 3.08 and 3.09.

     "DEPOSITARY PARTICIPANT" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

     "DTC" means The Depository Trust Company.

     "EARLY SETTLEMENT" has the meaning set forth in Section 5.07(a).

     "EARLY SETTLEMENT AMOUNT" has the meaning set forth in Section 5.07(a).

     "EARLY SETTLEMENT DATE" has the meaning set forth in Section 5.07(a).

     "EARLY SETTLEMENT RATE" has the meaning set forth in Section 5.07(c).

     "EARLY SETTLEMENT WEEK" has the meaning set forth in Section 5.04(b)(2).

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

     "EXPIRATION DATE" has the meaning set forth in Section 1.04(e).

     "EXPIRATION TIME" has the meaning set forth in Section 5.04(a)(6).

     "FAILED REMARKETING" has the meaning set forth in Section 5.02(b).

     "GLOBAL CERTIFICATE" means a Certificate that evidences all or part of the
Securities and is

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registered in the name of a Clearing Agency or a nominee thereof.

     "GUARANTEE means the Guarantee Agreement dated as of ___________, 2003
between the Company, as guarantor, and the Trust.

     "HOLDER" means, with respect to a Security, the Person in whose name the
Security evidenced by a Certificate is registered in the Security Register;
provided, however, that in determining whether the Holders of the requisite
number of Securities have voted on any matter, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Security
remains in the form of one or more Global Certificates and if the Depositary
which is the registered holder of such Global Certificate has sent an omnibus
proxy assigning voting rights to the Depositary Participants to whose accounts
the Securities are credited on the record date, the term "HOLDER" shall mean
such Depositary Participant acting at the direction of the Beneficial Owners.

     "INDENTURE" means the Indenture, dated as of September 12, 2001, between
the Company and the Indenture Trustee (including any provisions of the TIA that
are deemed incorporated therein), pursuant to which the [Subordinated] Notes
will be issued.

     "INDENTURE TRUSTEE" means The Fifth Third Bank, an Ohio banking
corporation, as trustee under the Indenture, or any successor thereto.

     "ISSUER ORDER" or "ISSUER REQUEST" means a written order or request signed
in the name of the Company by its Chairman of the Board, its President or one of
its Vice Presidents, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Purchase Contract Agent.

     "NON-ELECTING SHARE" has the meaning set forth in Section 5.04(b).

     "NYSE" has the meaning set forth in Section 5.01.

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board, its President or one of its Vice Presidents, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Purchase Contract Agent. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Agreement shall include:

            (i)  a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

           (ii)  a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Officers'
     Certificate;

          (iii)  a statement that, in the opinion of each such officer, each
     such officer has

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     made such examination or investigation as is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

           (iv)  a statement as to whether, in the opinion of each such officer,
     such condition or covenant has been complied with.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
to the Company (and who may be an employee of the Company), and who shall be
reasonably acceptable to the Purchase Contract Agent. An opinion of counsel may
rely on certificates as to matters of fact.

     "OUTSTANDING SECURITIES" means, with respect to any Security and as of the
date of determination, all Securities evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:

            (i)  If a Termination Event has occurred, (i) Treasury Stock
     Purchase Units and (ii) Stock Purchase Units for which the underlying
     [Subordinated] Notes have been theretofore deposited with the Purchase
     Contract Agent in trust for the Holders of such Stock Purchase Units;

           (ii)  Securities evidenced by Certificates theretofore cancelled by
     the Purchase Contract Agent or delivered to the Purchase Contract Agent for
     cancellation or deemed cancelled pursuant to the provisions of this
     Agreement; and

          (iii)  Securities evidenced by Certificates in exchange for or in lieu
     of which other Certificates have been authenticated, executed on behalf of
     the Holder and delivered pursuant to this Agreement, other than any such
     Certificate in respect of which there shall have been presented to the
     Purchase Contract Agent proof satisfactory to it that such Certificate is
     held by a protected purchaser in whose hands the Securities evidenced by
     such Certificate are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
number of the Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding Securities, except that, in determining whether the Purchase
Contract Agent shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that a
Responsible Officer of the Purchase Contract Agent actually knows to be so owned
shall be so disregarded. Securities so owned that have been pledged in good
faith may be regarded as Outstanding Securities if the pledgee establishes to
the satisfaction of the Purchase Contract Agent the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
Affiliate of the Company.

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     "PAYMENT DATE" means each ____________, ___________, ___________ and
___________, commencing ___________, 2003.

     "PERMITTED INVESTMENTS" has the meaning set forth in Section 1.01(f) of the
Pledge Agreement.

     "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof or any other entity of whatever nature.

     "PLAN" means an employee benefit plan that is subject to ERISA, a plan or
individual retirement account that is subject to Section 4975 of the Code or any
entity whose assets are considered assets of any such plan.

     "PLEDGE" means the pledge under the Pledge Agreement of the Preferred
Securities, the [Subordinated] Notes, the Treasury Securities or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, in each case constituting a part of the
Securities.

     "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of __________,
2003, among the Company, the Collateral Agent, the Securities Intermediary and
the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the
Holders from time to time of the Securities.

     "PLEDGED [SUBORDINATED] NOTES" has the meaning set forth in Section 1.01(f)
of the Pledge Agreement.

     "PLEDGED PREFERRED SECURITIES" has the meaning set forth in Section 1.01(f)
of the Pledge Agreement.

     "PREDECESSOR CERTIFICATE" means a Predecessor Stock Purchase Units
Certificate or a Predecessor Treasury Stock Purchase Units Certificate.

     "PREDECESSOR STOCK PURCHASE UNITS CERTIFICATE" of any particular Stock
Purchase Units Certificate means every previous Stock Purchase Units Certificate
evidencing all or a portion of the rights and obligations of the Company and the
Holder under the Stock Purchase Units evidenced thereby; and, for the purposes
of this definition, any Stock Purchase Units Certificate authenticated and
delivered under Section 3.10 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Stock Purchase Units Certificate shall be deemed to
evidence the same rights and obligations of the Company and the Holder as the
mutilated, destroyed, lost or stolen Stock Purchase Units Certificate.

     "PREDECESSOR TREASURY STOCK PURCHASE UNITS CERTIFICATE" of any particular
Treasury

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Stock Purchase Units Certificate means every previous Treasury Stock Purchase
Units Certificate evidencing all or a portion of the rights and obligations of
the Company and the Holder under the Treasury Stock Purchase Units evidenced
thereby; and, for the purposes of this definition, any Treasury Stock Purchase
Units Certificate authenticated and delivered under Section 3.10 in exchange for
or in lieu of a mutilated, destroyed, lost or stolen Treasury Stock Purchase
Units Certificate shall be deemed to evidence the same rights and obligations of
the Company and the Holder as the mutilated, destroyed, lost or stolen Treasury
Stock Purchase Units Certificate.

     "PREFERRED SECURITIES" means the Preferred Securities of the Trust, each
having a stated liquidation amount of $25, representing preferred undivided
beneficial interests in the assets of the Trust.

     "PROCEEDS" has the meaning set forth in Section 1.01(f) of the Pledge
Agreement.

     "PROPERTY TRUSTEE" means [         ], as initial property trustee under the
Declaration, or any successors thereto that is a financial institution
unaffiliated with the Company.

     "PROSPECTUS" means the prospectus relating to the delivery of shares of
Common Stock in connection with an Early Settlement under Section 5.07 or an
early settlement of Purchase Contracts during the Early Settlement Week under
Section 5.04(b)(2), in the form in which first filed, or transmitted for filing,
with the Commission after the effective date of the Registration Statement
pursuant to Rule 424(b) under the Securities Act, including the documents
incorporated by reference therein as of the date of such Prospectus.

     "PURCHASE CONTRACT" means, with respect to any Security, the contract
forming a part of such Security and obligating the Company to (i) sell, and the
Holder of such Security to purchase, shares of Common Stock and (ii) pay the
Holder thereof Purchase Contract Payments, in each case on the terms and subject
to the conditions set forth in Article Five hereof.

     "PURCHASE CONTRACT AGENT" means the Person named as the "PURCHASE CONTRACT
AGENT" in the first paragraph of this Agreement until a successor Purchase
Contract Agent shall have become such pursuant to the applicable provisions of
this Agreement, and thereafter "PURCHASE CONTRACT AGENT" shall mean such Person.

     "PURCHASE CONTRACT PAYMENTS" means the payments payable by the Company on
the Payment Dates in respect of each Purchase Contract, at a rate per year
of____% of the Stated Amount per Purchase Contract.

     "PURCHASE CONTRACT SETTLEMENT DATE" means _____________.

     "PURCHASE CONTRACT SETTLEMENT FUND" has the meaning set forth in Section
5.03.

     "PURCHASE PRICE" has the meaning set forth in Section 5.01.

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     "PURCHASED SHARES" has the meaning set forth in Section 5.04(a)(6).

     "RECORD DATE" for any distribution and Purchase Contract Payment payable on
any Payment Date means, as to any Global Certificate, the Business Day next
preceding such Payment Date, and as to any other Certificate, the fifteenth
Business Day prior to such Payment Date.

     "REFERENCE DEALER" means a dealer engaged in trading of convertible
securities.

     "REFERENCE PRICE" has the meaning set forth in Section 5.01.

     "REGISTRATION STATEMENT" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the delivery by the
Company of the shares of Common Stock in connection with an Early Settlement
under Section 5.07 or an early settlement of Purchase Contracts during the Early
Settlement Week under Section 5.04(b)(2), including all exhibits thereto and the
documents incorporated by reference in the prospectus contained in such
registration statement, and any post-effective amendments thereto.

     "REMARKETING AGENT" has the meaning set forth in Section 5.02(b).

     "REMARKETING AGREEMENT" means the Remarketing Agreement, dated as of
________________, 2003, between the Company and the Remarketing Agent.

     "REORGANIZATION EVENT" has the meaning set forth in Section 5.04(b).

     "RESPONSIBLE OFFICER" means, with respect to the Purchase Contract Agent,
any officer of the Purchase Contract Agent assigned by the Purchase Contract
Agent to administer this Purchase Contract Agreement.

     "SECURITIES ACT" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

     "SECURITIES INTERMEDIARY" means [            ], as Securities Intermediary
under the Pledge Agreement until a successor Securities Intermediary shall have
become such pursuant to the applicable provisions of the Pledge Agreement, and
thereafter "Securities Intermediary" shall mean such successor.

     "SECURITY" means a Stock Purchase Unit or a Treasury Stock Purchase Unit,
as the case may be.

     "SECURITY REGISTER" and "SECURITIES REGISTRAR" have the respective meanings
set forth in Section 3.05.

     "SETTLEMENT RATE" has the meaning set forth in Section 5.01.

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     "STATED AMOUNT" means $[ ].

     "STOCK PURCHASE UNIT" means the collective rights and obligations of a
Holder of a Stock Purchase Units Certificate in respect of a Preferred Security,
the [Subordinated] Notes or an appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, subject in each case to the Pledge
thereof, and the related Purchase Contract; PROVIDED that the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio shall not be subject to the Pledge.

     "STOCK PURCHASE UNITS CERTIFICATE" means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Stock Purchase
Units specified on such certificate.

     "[SUBORDINATED] NOTES" means the series of [Subordinated] Notes issued by
the Company under the Indenture and held by the Property Trustee.

     "TERMINATION DATE" means the date, if any, on which a Termination Event
occurs.

     "TERMINATION EVENT" means the occurrence of any of the following events:

            (i)  at any time on or prior to the Purchase Contract Settlement
     Date, a judgment, decree or court order shall have been entered granting
     relief under the Bankruptcy Code, adjudicating the Company to be insolvent,
     or approving as properly filed a petition seeking reorganization or
     liquidation of the Company or any other similar applicable Federal or State
     law, and, unless such judgment, decree or order shall have been entered
     within 60 days prior to the Purchase Contract Settlement Date, such decree
     or order shall have continued undischarged and unstayed for a period of 60
     days;

           (ii)  a judgment, decree or court order for the appointment of a
     receiver or liquidator or trustee or assignee in bankruptcy or insolvency
     of the Company or of its property, or for the termination or liquidation of
     its affairs, shall have been entered, and, unless such judgment, decree or
     order shall have been entered within 60 days prior to the Purchase Contract
     Settlement Date, such judgment, decree or order shall have continued
     undischarged and unstayed for a period of 60 days; or

          (iii)  at any time on or prior to the Purchase Contract Settlement
     Date, the Company shall file a petition for relief under the Bankruptcy
     Code, or shall consent to the filing of a bankruptcy proceeding against it,
     or shall file a petition or answer or consent seeking reorganization or
     liquidation under the Bankruptcy Code or any other similar applicable
     Federal or State law, or shall consent to the filing of any such petition,
     or shall consent to the appointment of a receiver or liquidator or trustee
     or assignee in bankruptcy or insolvency of it or of its property, or shall
     make an assignment for the benefit of creditors, or shall admit in writing
     its inability to pay its debts generally as they become due.

                                       10
<Page>

     "THRESHOLD APPRECIATION PRICE" has the meaning set forth in Section 5.01.

     "TIA" means the Trust Indenture Act of 1939, as amended from time to time,
or any successor legislation.

     "TRADING DAY" has the meaning set forth in Section 5.01.

     "TREASURY STOCK PURCHASE UNIT" means, following the substitution of
Treasury Securities for Preferred Securities or [Subordinated] Notes as
collateral to secure a Holder's obligations under the Purchase Contract, the
collective rights and obligations of a Holder of a Treasury Stock Purchase Units
Certificate in respect of such Treasury Securities, subject to the Pledge
thereof, and the related Purchase Contract.

     "TREASURY STOCK PURCHASE UNITS CERTIFICATE" means a certificate evidencing
the rights and obligations of a Holder in respect of the number of Treasury
Stock Purchase Units specified on such certificate.

     "TREASURY SECURITIES" means zero-coupon U.S. Treasury Securities (CUSIP No.
______________) which mature on _________________.

     "TRUST" means CC Funding Trust II, a statutory trust formed under the laws
of the State of Delaware, or any successor thereto by merger or consolidation.

     "UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated as of
__________, 2003, between the Company, the Trust and the Underwriters identified
in Schedule A thereto.

     "VICE PRESIDENT" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president."

     SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

     Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Purchase Contract Agent to take any
action in accordance with any provision of this Agreement, the Company shall
furnish to the Purchase Contract Agent an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and, if requested by the Purchase
Contract Agent, an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application or request, no additional certificate or
opinion need be furnished.

                                       11
<Page>

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Agreement shall include:

            (i)  a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

           (ii)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (iii)  a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     such individual to express an informed opinion as to whether or not such
     covenant or condition has been complied with; and

           (iv)  a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.

     SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO PURCHASE CONTRACT AGENT.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

     SECTION 1.04. ACTS OF HOLDERS; RECORD DATES.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other

                                       12
<Page>

action provided by this Agreement to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Purchase
Contract Agent and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Agreement and (subject to Section 7.01) conclusive in favor of the Purchase
Contract Agent and the Company, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Purchase Contract Agent deems
sufficient.

     (c) The ownership of Securities shall be proved by the Security Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Certificate evidencing such Security
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Purchase Contract Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Certificate.

     (e) The Company may set any date as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Stock Purchase Units and the Outstanding Treasury
Stock Purchase Units, as the case may be, on such record date, and no other
Holders, shall be entitled to take the relevant action with respect to the Stock
Purchase Units or the Treasury Stock Purchase Units, as the case may be, whether
or not such Holders remain Holders after such record date; PROVIDED that no such
action shall be effective hereunder unless taken prior to or on the applicable
Expiration Date by Holders of the requisite number of Outstanding Securities on
such record date. Nothing contained in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and be of no effect), and nothing contained in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
number of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Purchase Contract Agent in
writing and to each Holder of Securities in the manner set forth in Section
1.06.

                                       13
<Page>

     With respect to any record date set pursuant to this Section, the Company
may designate any date as the "EXPIRATION DATE" and from time to time may change
the Expiration Date to any earlier or later day; PROVIDED that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the Purchase Contract Agent in writing, and to each Holder of Securities in the
manner set forth in Section 1.06, prior to or on the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the Company shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

     SECTION 1.05. NOTICES.

     Any notice or communication is duly given if in writing and delivered in
Person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; provided that notice
shall be deemed given to the Purchase Contract Agent only upon receipt thereof:

     If to the Purchase Contract Agent:

          [                           ]
          [                           ]
          [                           ]
          Telecopier No.:
          Attention:

     If to the Company:
          Cinergy Corp.
          139 East Fourth Street
          Cincinnati, OH 45202
          Telecopier No.:
          Attention:

     with a copy to:

          [                           ]
          [                           ]

                                       14
<Page>

     If to the Collateral Agent:
          [                           ]
          [                           ]
          [                           ]
          [                           ]
          [                           ]
          Telecopier No.:
          Attention:

     If to the Property Trustee:
          [                           ]
          [                           ]
          [                           ]
          Telecopier No.:
          Attention:

     If to the Indenture Trustee:
          [                           ]
          [                           ]
          [                           ]
          [                           ]
          [                           ]
          Telecopier No.:
          Attention:

     SECTION 1.06. NOTICE TO HOLDERS; WAIVER.

     Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Purchase Contract Agent, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Purchase Contract Agent
shall constitute a sufficient notification for every

                                       15
<Page>

purpose hereunder.

     SECTION 1.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     SECTION 1.08. SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Agreement by the Company and the
Purchase Contract Agent shall bind their respective successors and assigns,
whether so expressed or not.

     SECTION 1.09. SEPARABILITY CLAUSE.

     In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

     SECTION 1.10. BENEFITS OF AGREEMENT.

     Nothing contained in this Agreement or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the terms and conditions hereof and of the Securities
evidenced by their Certificates by their acceptance of delivery of such
Certificates.

     SECTION 1.11. GOVERNING LAW.

     This Agreement and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York.

     SECTION 1.12. LEGAL HOLIDAYS.

     In any case where any Payment Date shall not be a Business Day
(notwithstanding any other provision of this Agreement or the Securities),
Purchase Contract Payments or other distributions shall not be paid on such
date, but Purchase Contract Payments or such other distributions shall be paid
on the next succeeding Business Day with the same force and effect as if made on
such Payment Date, PROVIDED that no interest shall accrue or be payable by the
Company or to any Holder for the period from and after any such Payment Date,
except that, if such next succeeding Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day with the same force and effect as if made on such Payment Date.

                                       16
<Page>

     In any case where any Purchase Contract Settlement Date or Early Settlement
Date shall not be a Business Day (notwithstanding any other provision of this
Agreement or the Securities) Purchase Contracts shall not be performed and Early
Settlement shall not be effected on such date, but Purchase Contracts shall be
performed or Early Settlement effected, as applicable, on the next succeeding
Business Day with the same force and effect as if made on such Purchase Contract
Settlement Date or Early Settlement Date, as applicable.

     SECTION 1.13. COUNTERPARTS.

     This Agreement may be executed in any number of counterparts by the parties
hereto on separate counterparts, each of which, when so executed and delivered,
shall be deemed an original, but all such counterparts shall together constitute
one and the same instrument.

     SECTION 1.14. INSPECTION OF AGREEMENT.

     A copy of this Agreement shall be available at all reasonable times during
normal business hours at the Corporate Trust Office for inspection by any Holder
or Beneficial Owner.

     SECTION 1.15. APPOINTMENT OF FINANCIAL INSTITUTION AS AGENT FOR THE
COMPANY.

     The Company may appoint a financial institution (which may be the
Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the obligations of the Purchase Contract
Agent and the Holders, under this Agreement and the Purchase Contracts, by
giving notice of such appointment in the manner provided in Section 1.05 hereof.
Any such appointment shall not relieve the Company in any way from its
obligations hereunder.

                                    ARTICLE 2
                                CERTIFICATE FORMS

     SECTION 2.01. FORMS OF CERTIFICATES GENERALLY.

     The Certificates (including the form of Purchase Contract forming part of
each Security evidenced thereby) shall be in substantially the form set forth in
Exhibit A hereto (in the case of Certificates evidencing Stock Purchase Units)
or Exhibit B hereto (in the case of Certificates evidencing Treasury Stock
Purchase Units), with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the
Securities are listed or any depositary therefor, or as may, consistently
herewith, be determined by the officers of the Company executing such
Certificates, as evidenced by their execution of the Certificates.

     The definitive Certificates shall be printed, lithographed or engraved on
steel engraved

                                       17
<Page>

borders or may be produced in any other manner, all as determined by the
officers of the Company executing the Securities evidenced by such Certificates,
consistent with the provisions of this Agreement, as evidenced by their
execution thereof.

     Every Global Certificate authenticated, executed on behalf of the Holders
and delivered hereunder shall bear a legend in substantially the following form:

     "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
     PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN
     THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
     "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
     EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN
     THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
     IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
     (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO
     A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
     DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
     IN LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
     CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER
     NAME AS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
     ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
     HEREIN."

     SECTION 2.02. FORM OF PURCHASE CONTRACT AGENT'S CERTIFICATE OF
AUTHENTICATION.

     The form of the Purchase Contract Agent's certificate of authentication of
the Securities shall be in substantially the form set forth on the form of the
applicable Certificates.

                                       18
<Page>

                                    ARTICLE 3
                                 THE SECURITIES

     SECTION 3.01. AMOUNT; FORM AND DENOMINATIONS.

     The aggregate number of Securities evidenced by Certificates authenticated,
executed on behalf of the Holders and delivered hereunder is limited to
______________ [(_____________ if the over-allotment option granted in the
Underwriting Agreement is exercised in full)], except for Certificates
authenticated, executed and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Certificates pursuant to Sections 3.04, 3.05,
3.10, 3.13, 3.14, 5.07 or 8.05.

     The Certificates shall be issuable only in registered form and only in
denominations of a single Stock Purchase Unit or Treasury Stock Purchase Unit
and any integral multiple thereof.

     SECTION 3.02. RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

     Each Stock Purchase Units Certificate shall evidence the number of Stock
Purchase Units specified therein, with each such Stock Purchase Unit
representing (1) the ownership by the Holder thereof of a beneficial interest in
a Preferred Security, a [Subordinated] Note or the Applicable Ownership Interest
of the Treasury Portfolio, as the case may be, subject to the Pledge of such
Preferred Security, such [Subordinated] Note or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge
Agreement, and (2) the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Purchase Contract Agent, as
attorney-in-fact for, and on behalf of, the Holder of each Stock Purchase Unit
shall pledge, pursuant to the Pledge Agreement, the Preferred Security, the
[Subordinated] Note or the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, as the case may
be, forming a part of such Stock Purchase Unit, to the Collateral Agent and
grant to the Collateral Agent a security interest in the right, title and
interest of such Holder in such Preferred Security, such [Subordinated] Note or
the Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the Treasury Portfolio, as the case may be, for the benefit of
the Company, to secure the obligation of the Holder under each Purchase Contract
to purchase shares of Common Stock.

     Upon the formation of a Treasury Stock Purchase Unit pursuant to Section
3.13, each Treasury Stock Purchase Units Certificate shall evidence the number
of Treasury Stock Purchase Units specified therein, with each such Treasury
Stock Purchase Unit representing (1) the ownership by the Holder thereof of a
1/40 undivided beneficial interest in a Treasury Security with a principal
amount equal to $1,000, subject to the Pledge of such Treasury Security by such
Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of
the Holder thereof and the Company under one Purchase Contract.

                                       19
<Page>

     Prior to the purchase of shares of Common Stock under each Purchase
Contract, such Purchase Contracts shall not entitle the Holder of a Security to
any of the rights of a holder of shares of Common Stock, including, without
limitation, the right to vote or receive any dividends or other payments or to
consent or to receive notice as a shareholder in respect of the meetings of
shareholders or for the election of directors of the Company or for any other
matter, or any other rights whatsoever as a shareholder of the Company.

     SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Certificates executed by the Company to the
Purchase Contract Agent for authentication, execution on behalf of the Holders
and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

     The Certificates shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents. The signature of any
of these officers on the Certificates may be manual or facsimile.

     Certificates bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates.

     No Purchase Contract evidenced by a Certificate shall be valid until such
Certificate has been executed on behalf of the Holder by the manual signature of
an authorized signatory of the Purchase Contract Agent, as such Holder's
attorney-in-fact. Such signature by an authorized signatory of the Purchase
Contract Agent shall be conclusive evidence that the Holder of such Certificate
has entered into the Purchase Contracts evidenced by such Certificate.

     Each Certificate shall be dated the date of its authentication.

     No Certificate shall be entitled to any benefit under this Agreement or be
valid or obligatory for any purpose unless there appears on such Certificate a
certificate of authentication substantially in the form provided for herein
executed by an authorized signatory of the Purchase Contract Agent by manual
signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

     SECTION 3.04. TEMPORARY CERTIFICATES.

     Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on

                                       20
<Page>

behalf of the Holders, and deliver, in lieu of such definitive Certificates,
temporary Certificates which are in substantially the form set forth in Exhibit
A or Exhibit B hereto, as the case may be, with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Stock Purchase Units or Treasury Stock Purchase
Units, as the case may be, are listed, or as may, consistently herewith, be
determined by the officers of the Company executing such Certificates, as
evidenced by their execution of the Certificates.

     If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like number of
Securities as the temporary Certificate or Certificates so surrendered. Until so
exchanged, the temporary Certificates shall in all respects evidence the same
benefits and the same obligations with respect to the Securities, evidenced
thereby as definitive Certificates.

     SECTION 3.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

     The Purchase Contract Agent shall keep at the Corporate Trust Office a
register (the "SECURITY REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Purchase Contract Agent shall provide for
the registration of Certificates and of transfers of Certificates (the Purchase
Contract Agent, in such capacity, the "SECURITY REGISTRAR"). The Security
Registrar shall record separately the registration and transfer of the
Certificates evidencing Stock Purchase Units and Treasury Stock Purchase Units.

     Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the designated transferee or transferees, and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of any
authorized denominations, like tenor, and evidencing a like number of Stock
Purchase Units or Treasury Stock Purchase Units, as the case may be.

     At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, upon
surrender of the Certificates to be exchanged at the Corporate Trust Office.
Whenever any Certificates are so surrendered for exchange, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holder, and deliver the
Certificates which the Holder making the exchange is entitled to receive.

                                       21
<Page>

     All Certificates issued upon any registration of transfer or exchange of a
Certificate shall evidence the ownership of the same number of Stock Purchase
Units or Treasury Stock Purchase Units, as the case may be, and be entitled to
the same benefits and subject to the same obligations, under this Agreement as
the Stock Purchase Units or Treasury Stock Purchase Units, as the case may be,
evidenced by the Certificate surrendered upon such registration of transfer or
exchange.

     Every Certificate presented or surrendered for registration of transfer or
exchange shall (if so required by the Purchase Contract Agent) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Purchase Contract Agent duly executed, by the Holder thereof
or its attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Sections 3.06 and 8.05 not involving any transfer.

     Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder
and deliver any Certificate in exchange for any other Certificate presented or
surrendered for registration of transfer or for exchange on or after the
Business Day immediately preceding the earliest of any Early Settlement Date for
such Certificate, the Purchase Contract Settlement Date or the Termination Date.
In lieu of delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Purchase Contract
Agent shall:

            (i)  if the Purchase Contract Settlement Date or an Early Settlement
     Date with respect to such other Certificate has occurred, deliver the
     shares of Common Stock issuable in respect of the Purchase Contracts
     forming a part of the Securities evidenced by such other Certificate; or

           (ii)  if a Cash Settlement or an Early Settlement Date with respect
     to such other Certificate shall have occurred, or if a Termination Event
     shall have occurred prior to the Purchase Contract Settlement Date,
     transfer the Preferred Securities, the [Subordinated] Notes, the Treasury
     Securities, or the appropriate Applicable Ownership Interest of the
     Treasury Portfolio, as the case may be, evidenced thereby, in each case
     subject to the applicable conditions and in accordance with the applicable
     provisions of Section 3.15 and Article Five hereof.

                                       22
<Page>

     SECTION 3.06. BOOK-ENTRY INTERESTS.

     The Certificates, on original issuance, will be issued in the form of one
or more fully registered Global Certificates, to be delivered to the Depositary
or its custodian by, or on behalf of, the Company. The Company hereby designates
DTC as the initial Depositary. Such Global Certificates shall initially be
registered on the books and records of the Company in the name of Cede & Co.,
the nominee of the Depositary, and no Beneficial Owner will receive a definitive
Certificate representing such Beneficial Owner's interest in such Global
Certificate, except as provided in Section 3.09. The Purchase Contract Agent
shall enter into an agreement with the Depositary if so requested by the
Company. Unless and until definitive, fully registered Certificates have been
issued to Beneficial Owners pursuant to Section 3.09:

            (i)  the provisions of this Section 3.06 shall be in full force and
     effect;

           (ii)  the Company shall be entitled to deal with the Depositary for
     all purposes of this Agreement (including making Purchase Contract Payments
     and receiving approvals, votes or consents hereunder) as the Holder of the
     Securities and the sole holder of the Global Certificates and shall have no
     obligation to the Beneficial Owners;

          (iii)  to the extent that the provisions of this Section 3.06 conflict
     with any other provisions of this Agreement, the provisions of this Section
     3.06 shall control; and

           (iv)  the rights of the Beneficial Owners shall be exercised only
     through the Depositary and shall be limited to those established by law and
     agreements between such Beneficial Owners and the Depositary or the
     Depositary Participants.

     SECTION 3.07. NOTICES TO HOLDERS.

     Whenever a notice or other communication to the Holders is required to be
given under this Agreement, the Company or the Company's agent shall give such
notices and communications to the Holders and, with respect to any Securities
registered in the name of the Depositary or the nominee of the Depositary, the
Company or the Company's agent shall, except as set forth herein, have no
obligations to the Beneficial Owners.

     SECTION 3.08. APPOINTMENT OF SUCCESSOR DEPOSITARY.

     If the Depositary elects to discontinue its services as securities
depositary with respect to the Securities, the Company may, in its sole
discretion, appoint a successor Depositary with respect to the Securities.

                                       23
<Page>

     SECTION 3.09. DEFINITIVE CERTIFICATES.

     If:

            (i)  the Depositary elects to discontinue its services as securities
     depositary with respect to the Securities and a successor Depositary is not
     appointed within 90 days after such discontinuance pursuant to Section
     3.08; or

           (ii)  the Company elects, after consultation with the Purchase
     Contract Agent, to terminate the book-entry system for the Securities,

then (x) definitive Certificates shall be prepared by the Company with respect
to such Securities and delivered to the Purchase Contract Agent and (y) upon
surrender of the Global Certificates representing the Securities by the
Depositary, accompanied by registration instructions, the Company shall cause
definitive Certificates to be delivered to Beneficial Owners in accordance with
the instructions of the Depositary. The Company shall not be liable for any
delay in delivery of such instructions and may conclusively rely on and shall be
protected in relying on, such instructions. Each definitive Certificate so
delivered shall evidence Securities of the same kind and tenor as the Global
Certificate so surrendered in respect thereof.

     SECTION 3.10. MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.

     If any mutilated Certificate is surrendered to the Purchase Contract Agent,
the Company shall execute and deliver to the Purchase Contract Agent, and the
Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and
deliver in exchange therefor, a new Certificate, evidencing the same number of
Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, and
bearing a Certificate number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Purchase Contract Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) such security or indemnity as may be required by them to
hold each of them and any agent of any of them harmless, then, in the absence of
notice to the Company or the Purchase Contract Agent that such Certificate has
been acquired by a protected purchaser, the Company shall execute and deliver to
the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate,
execute on behalf of the Holder, and deliver to the Holder, in lieu of any such
destroyed, lost or stolen Certificate, a new Certificate, evidencing the same
number of Stock Purchase Units or Treasury Stock Purchase Units, as the case may
be, and bearing a Certificate number not contemporaneously outstanding.

     Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder,
and deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earliest of any Early Settlement Date for such lost or
mutilated Certificate, the Purchase Contract Settlement Date or the Termination
Date. In lieu of

                                       24
<Page>

delivery of a new Certificate, upon satisfaction of the applicable conditions
specified above in this Section and receipt of appropriate registration or
transfer instructions from such Holder, the Purchase Contract Agent shall:

            (i)  if the Purchase Contract Settlement Date or an Early Settlement
     Date with respect to such lost or mutilated Certificate has occurred,
     deliver the shares of Common Stock issuable in respect of the Purchase
     Contracts forming a part of the Securities evidenced by such Certificate;
     or

           (ii)  if a Cash Settlement or an Early Settlement Date with respect
     to such lost or mutilated Certificate shall have occurred or if a
     Termination Event shall have occurred prior to the Purchase Contract
     Settlement Date, transfer the Preferred Securities, the [Subordinated]
     Notes, the Treasury Securities or the appropriate Applicable Ownership
     Interest (as specified in clause (A) of the definition of such term) of the
     Treasury Portfolio, as the case may be, evidenced thereby, in each case
     subject to the applicable conditions and in accordance with the applicable
     provisions of Section 3.15 and Article Five hereof.

     Upon the issuance of any new Certificate under this Section, the Company
and the Purchase Contract Agent may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Purchase Contract Agent) connected therewith.

     Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the
Security evidenced thereby, whether or not the destroyed, lost or stolen
Certificate (and the Securities evidenced thereby) shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Certificates delivered hereunder.

     The provisions of this Section are exclusive and shall preclude, to the
extent lawful, all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.

     SECTION 3.11. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Certificate for registration of transfer, the
Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Security evidenced thereby, for the purpose of
receiving distributions on the Preferred Securities, the Treasury Securities,
the [Subordinated] Notes, or on the maturing quarterly interest strips of the
Treasury Portfolio, as applicable, receiving Purchase Contract Payments,
performance of the Purchase Contracts and for all other purposes whatsoever,
whether or not any distributions on the

                                       25
<Page>

Preferred Securities, the Treasury Securities, the [Subordinated] Notes, or
Treasury Portfolio, as applicable, or Purchase Contract Payments payable on the
Purchase Contracts, each constituting a part of the Security evidenced thereby
shall be overdue and notwithstanding any notice to the contrary, and neither the
Company nor the Purchase Contract Agent, nor any agent of the Company or the
Purchase Contract Agent, shall be affected by notice to the contrary.

     Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Purchase Contract Agent
or any agent of the Company or the Purchase Contract Agent, from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary (or its nominee), as a Holder, with respect to such Global
Certificate or impair, as between such Depositary and the related Beneficial
Owner, the operation of customary practices governing the exercise of rights of
the Depositary (or its nominee) as Holder of such Global Certificate.

     SECTION 3.12. CANCELLATION.

     All Certificates surrendered for delivery of shares of Common Stock on or
after the Purchase Contract Settlement Date, upon the transfer of Preferred
Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest
(as specified in clause (A) of the definition of that term) of the Treasury
Portfolio or Treasury Securities, as the case may be, after the occurrence of a
Termination Event or pursuant to an Early Settlement, or upon the registration
of transfer or exchange of a Security, or a Collateral Substitution or the
reestablishment of Stock Purchase Units shall, if surrendered to any Person
other than the Purchase Contract Agent, be delivered to the Purchase Contract
Agent and, if not already cancelled, shall be promptly cancelled by it. The
Company may at any time deliver to the Purchase Contract Agent for cancellation
any Certificates previously authenticated, executed and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the
Purchase Contract Agent. No Certificates shall be authenticated, executed on
behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Purchase
Contract Agent shall be disposed of in accordance with its customary practices.

     If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Purchase
Contract Agent cancelled or for cancellation.

     SECTION 3.13. CREATION OF TREASURY STOCK PURCHASE UNITS BY SUBSTITUTION OF
TREASURY SECURITIES.

     Subject to the conditions set forth in this Agreement, a Holder may
separate the Preferred Securities or the [Subordinated] Notes, as applicable,
from the related Purchase Contracts in respect of such Holder's Stock Purchase
Units by substituting for such Preferred Securities or [Subordinated] Notes, as
applicable, Treasury Securities in an aggregate principal amount equal

                                       26
<Page>

to the aggregate liquidation amount of such Preferred Securities or the
aggregate principal amount of such [Subordinated] Notes, as applicable (a
"COLLATERAL SUBSTITUTION"), at any time from and after the date of this
Agreement and prior to or on the seventh Business Day immediately preceding the
Purchase Contract Settlement Date. To effect such substitution, the Holder must:

            (1)  deposit with the Securities Intermediary Treasury Securities
                 having an aggregate principal amount equal to the aggregate
                 liquidation amount of the Preferred Securities or the aggregate
                 principal amount of the [Subordinated] Notes comprising part of
                 such Stock Purchase Units, as the case may be; and

            (2)  transfer the related Stock Purchase Units to the Purchase
                 Contract Agent accompanied by a notice to the Purchase Contract
                 Agent, substantially in the form of Exhibit C hereto, (i)
                 stating that the Holder has transferred the relevant amount of
                 Treasury Securities to the Securities Intermediary and (ii)
                 requesting that the Purchase Contract Agent instruct the
                 Collateral Agent to release the Preferred Securities or the
                 [Subordinated] Notes, as the case may be, underlying such Stock
                 Purchase Units, whereupon the Purchase Contract Agent shall
                 promptly provide an instruction to such effect to the
                 Collateral Agent, substantially in the form of Exhibit A to the
                 Pledge Agreement.

     Upon receipt of the Treasury Securities described in clause (1) above and
the instruction described in clause (2) above, in accordance with the terms of
the Pledge Agreement, the Collateral Agent will cause the Securities
Intermediary to effect the release of such Preferred Securities or the
[Subordinated] Notes, as the case may be, from the Pledge, free and clear of the
Company's security interest therein, and the transfer of such Preferred
Securities or the [Subordinated] Notes, as the case may be, to the Purchase
Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase
Contract Agent shall promptly:

            (i)  cancel the related Stock Purchase Units;

           (ii)  transfer the Preferred Securities or the [Subordinated] Notes,
     as the case may be, to the Holder; and

          (iii)  authenticate, execute on behalf of such Holder and deliver a
     Treasury Stock Purchase Units Certificate executed by the Company in
     accordance with Section 3.03 evidencing the same number of Purchase
     Contracts as were evidenced by the cancelled Stock Purchase Units.

     Holders who elect to separate the Preferred Securities or the
[Subordinated] Notes, as the case may be, from the related Purchase Contracts
and to substitute Treasury Securities for such Preferred Securities or the
[Subordinated] Notes, as the case may be, shall be responsible for any fees or
expenses payable to the Collateral Agent for its services as Collateral Agent in
respect of

                                       27
<Page>

the substitution, and the Company shall not be responsible for any such fees or
expenses.

     Holders may make Collateral Substitutions only in integral multiples of 40
Stock Purchase Units. If a Tax Event Redemption has occurred, Holders may no
longer convert their Stock Purchase Units into Treasury Stock Purchase Units.

     In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Stock Purchase Units
or fails to deliver Stock Purchase Units Certificates to the Purchase Contract
Agent after depositing Treasury Securities with the Collateral Agent, any
distributions on the Preferred Securities or the [Subordinated] Notes
constituting a part of such Stock Purchase Units, as the case may be, shall be
held in the name of the Purchase Contract Agent or its nominee in trust for the
benefit of such Holder, until such Stock Purchase Units are so transferred or
the Stock Purchase Units Certificate is so delivered, as the case may be, or,
such Holder provides evidence satisfactory to the Company and the Purchase
Contract Agent that such Stock Purchase Units Certificate has been destroyed,
lost or stolen, together with any indemnity that may be required by the Purchase
Contract Agent and the Company.

     Except as described in this Section 3.13 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying a Stock Purchase
Unit remains in effect, such Stock Purchase Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder in respect of
the Preferred Securities or the [Subordinated] Notes, as the case may be, and
the Purchase Contract comprising such Stock Purchase Unit may be acquired, and
may be transferred and exchanged, only as a Stock Purchase Unit.

     SECTION 3.14. REESTABLISHMENT OF STOCK PURCHASE UNITS.

     Subject to the conditions set forth in this Agreement, a Holder of Treasury
Stock Purchase Units may reestablish Stock Purchase Units at any time (i) prior
to or on the seventh Business Day immediately preceding the Purchase Contract
Settlement Date, by:

            (1)  depositing with the Securities Intermediary Preferred
                 Securities or [Subordinated] Notes, as the case may be, having
                 an aggregate liquidation amount (in the case of Preferred
                 Securities) or aggregate principal amount (in the case of
                 [Subordinated] Notes), as the case may be, equal to the
                 aggregate principal amount at maturity of the Treasury
                 Securities comprising part of the Treasury Stock Purchase
                 Units; and

            (2)  transferring the related Treasury Stock Purchase Units to the
                 Purchase Contract Agent accompanied by a notice to the Purchase
                 Contract Agent, substantially in the form of Exhibit C hereto,
                 (i) stating that the Holder has transferred the relevant amount
                 of Preferred Securities or [Subordinated] Notes, as the case
                 may be, to the Securities Intermediary and (ii) requesting that
                 the Purchase Contract Agent instruct the Collateral Agent to
                 release the

                                       28
<Page>

                 Treasury Securities underlying such Treasury Stock Purchase
                 Units, whereupon the Purchase Contract Agent shall promptly
                 provide an instruction to such effect to the Collateral Agent,
                 substantially in the form of Exhibit C to the Pledge Agreement.

Upon receipt of the Preferred Securities or the [Subordinated] Notes, as the
case may be, described in clause (1) above and the instruction described in
clause (2) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will cause the Securities Intermediary to effect the release of
the Treasury Securities having a corresponding aggregate principal amount at
maturity from the Pledge, free and clear of the Company's security interest
therein, and the transfer to the Purchase Contract Agent on behalf of the
Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly:

            (i)  cancel the related Treasury Stock Purchase Units;

           (ii)  transfer the Treasury Securities to the Holder; and

          (iii)  authenticate, execute on behalf of such Holder and deliver a
     Stock Purchase Units Certificate executed by the Company in accordance with
     Section 3.03 evidencing the same number of Purchase Contracts as were
     evidenced by the cancelled Treasury Stock Purchase Units.

     Holders who elect to reestablish Stock Purchase Units shall be responsible
for any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the reestablishment, and the Company shall not be
responsible for any such fees or expenses.

     Holders of Treasury Stock Purchase Units may only reestablish Stock
Purchase Units in integral multiples of 40 Treasury Stock Purchase Units. If a
Tax Event Redemption has occurred, Holders may no longer convert their Treasury
Stock Purchase Units into Stock Purchase Units.

     Except as provided in this Section 3.14 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying a Treasury Stock
Purchase Unit remains in effect, such Treasury Stock Purchase Unit shall not be
separable into its constituent parts and the rights and obligations of the
Holder of such Treasury Stock Purchase Unit in respect of the 1/40 of a Treasury
Security and the Purchase Contract comprising such Treasury Stock Purchase Unit
may be acquired, and may be transferred and exchanged, only as a Treasury Stock
Purchase Unit.

     SECTION 3.15. TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION EVENT.

     Upon the occurrence of a Termination Event and the transfer to the Purchase
Contract Agent of the Preferred Securities, [Subordinated] Notes, the
appropriate Applicable Ownership Interest of the Treasury Portfolio or the
Treasury Securities, as the case may be, underlying the

                                       29
<Page>

Stock Purchase Units and the Treasury Stock Purchase Units, as the case may be,
pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall
request transfer instructions with respect to such Preferred Securities,
[Subordinated] Notes, the appropriate Applicable Ownership Interest of the
Treasury Portfolio or Treasury Securities, as the case may be, from each Holder
by written request, substantially in the form of Exhibit D hereto, mailed to
such Holder at its address as it appears in the Security Register.

     Upon book-entry transfer of the Stock Purchase Units or the Treasury Stock
Purchase Units or delivery of a Stock Purchase Units Certificate or Treasury
Stock Purchase Units Certificate to the Purchase Contract Agent with such
transfer instructions, the Purchase Contract Agent shall transfer the Preferred
Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest
of the Treasury Portfolio or Treasury Securities, as the case may be, underlying
such Stock Purchase Units or Treasury Stock Purchase Units, as the case may be,
to such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions. In the event a Holder of Stock Purchase Units
or Treasury Stock Purchase Units fails to effect such transfer or delivery, the
Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership
Interest of the Treasury Portfolio or Treasury Securities, as the case may be,
underlying such Stock Purchase Units or Treasury Stock Purchase Units, as the
case may be, and any distributions thereon, shall be held in the name of the
Purchase Contract Agent or its nominee in trust for the benefit of such Holder,
until the earlier to occur of:

            (i)  the transfer of such Stock Purchase Units or Treasury Stock
     Purchase Units or surrender of the Stock Purchase Units Certificate or
     Treasury Stock Purchase Units Certificate or receipt by the Company and the
     Purchase Contract Agent from such Holder of satisfactory evidence that such
     Stock Purchase Units Certificate or Treasury Stock Purchase Units
     Certificate has been destroyed, lost or stolen, together with any indemnity
     that may be required by the Purchase Contract Agent and the Company; and

           (ii)  the expiration of the time period specified in the abandoned
     property laws of the relevant State.

     SECTION 3.16. NO CONSENT TO ASSUMPTION.

     Each Holder of a Security, by acceptance thereof, shall be deemed expressly
to have withheld any consent to the assumption under Section 365 of the
Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its
trustee, receiver, liquidator or a person or entity performing similar functions
in the event that the Company becomes the debtor under the Bankruptcy Code or
subject to other similar state or Federal law providing for reorganization or
liquidation.

                                       30
<Page>

                                    ARTICLE 4
THE PREFERRED SECURITIES, [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP INTEREST
                            OF THE TREASURY PORTFOLIO

     SECTION 4.01. INTEREST PAYMENTS; RIGHTS TO INTEREST PAYMENTS PRESERVED.

     Any distribution on any Preferred Security, any [Subordinated] Note or on
the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the
case may be, which is paid on any Payment Date shall, subject to receipt thereof
by the Purchase Contract Agent from the Collateral Agent as provided by the
terms of the Pledge Agreement, be paid to the Person in whose name the Stock
Purchase Units Certificate (or one or more Predecessor Stock Purchase Units
Certificates) of which such Preferred Security, such [Subordinated] Note or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, is registered at the close of business on the Record Date for such
Payment Date. Any such distribution shall be subject to deferral at the option
of the Company in accordance with the Indenture and the Declaration.

     Each Stock Purchase Units Certificate evidencing Preferred Securities,
[Subordinated] Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio delivered under this Agreement upon registration of transfer
of or in exchange for or in lieu of any other Stock Purchase Units Certificate
shall carry the right to distributions accrued and unpaid, and to accrue
distributions interest, which were carried by the Preferred Securities,
[Subordinated] Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio underlying such other Stock Purchase Units Certificate.

     In the case of any Stock Purchase Units with respect to which Cash
Settlement of the underlying Purchase Contract is properly effected pursuant to
Section 5.02 hereof, or with respect to which Early Settlement of the underlying
Purchase Contract is properly effected pursuant tot Section 5.07 hereof, or with
respect to which a Collateral Substitution is effected, in each case on a date
that is after any Record Date and prior to or on the next succeeding Payment
Date, distributions on the Preferred Securities, [Subordinated] Notes or on the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, underlying such Stock Purchase Unit otherwise payable on such Payment
Date shall be payable on such Payment Date notwithstanding such Cash Settlement
or Early Settlement or Collateral Substitution, and such distributions shall,
subject to receipt thereof by the Purchase Contract Agent, be payable to the
Person in whose name the Stock Purchase Units Certificate (or one or more
Predecessor Stock Purchase Units Certificates) was registered at the close of
business on the Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Stock Purchase Unit with
respect to which Cash Settlement or Early Settlement of the underlying Purchase
Contract is properly effected, or with respect to which a Collateral
Substitution has been effected, distributions on the related Preferred
Securities, [Subordinated] Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, that would otherwise be
payable after the Purchase Contract Settlement Date, Early Settlement Date

                                       31
<Page>

or the date of the Collateral Substitution, as the case may be, shall not be
payable hereunder to the Holder of such Stock Purchase Units; PROVIDED, HOWEVER,
that to the extent that such Holder continues to hold separated Preferred
Securities or [Subordinated] Notes that formerly comprised a part of such
Holder's Stock Purchase Unit, such Holder shall be entitled to receive
distributions on such separated Preferred Securities or [Subordinated] Notes.

     Not later than 15 calendar days nor more than 30 calendar days prior to the
Remarketing Date, the Company shall request the Depositary to notify the
Beneficial Owners or Depositary Participants holding Securities of the
procedures to be followed by Holders of Securities who intend to effect a Cash
Settlement.

     SECTION 4.02. NOTICE AND VOTING.

     Under the terms of the Pledge Agreement, the Purchase Contract Agent will
be entitled to exercise the voting and any other consensual rights pertaining to
the Pledged Preferred Securities or Pledged [Subordinated] Notes, but only to
the extent instructed in writing by the Holders as described below. Upon receipt
of notice of any meeting at which holders of Preferred Securities or
[Subordinated] Notes are entitled to vote or upon any solicitation of consents,
waivers or proxies of holders of Preferred Securities or [Subordinated] Notes,
the Purchase Contract Agent shall, as soon as practicable thereafter, mail,
first class, postage pre-paid, to the Holders of Stock Purchase Units a notice:

            (i)  containing such information as is contained in the notice or
     solicitation;

           (ii)  stating that each Holder on the record date set by the Purchase
     Contract Agent therefor (which, to the extent possible, shall be the same
     date as the record date for determining the holders of Preferred Securities
     or [Subordinated] Notes, as the case may be, entitled to vote) shall be
     entitled to instruct the Purchase Contract Agent as to the exercise of the
     voting rights pertaining to such Preferred Securities or [Subordinated]
     Notes underlying their Stock Purchase Units; and

          (iii)  stating the manner in which such instructions may be given.

Upon the written request of the Holders of Stock Purchase Units on such record
date received by the Purchase Contract Agent at least six days prior to such
meeting, the Purchase Contract Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Preferred Securities or [Subordinated] Notes, as
the case may be, as to which any particular voting instructions are received. In
the absence of specific instructions from the Holder of a Stock Purchase Unit,
the Purchase Contract Agent shall abstain from voting the Preferred Securities
or [Subordinated] Notes underlying such Stock Purchase Unit. The Company hereby
agrees, if applicable, to solicit Holders of Stock Purchase Units to timely
instruct the Purchase Contract Agent in order to enable the Purchase Contract
Agent to vote such Preferred Securities or [Subordinated] Notes

                                       32
<Page>

and the Trust shall covenant to this effect in the Declaration.

     SECTION 4.03. DISTRIBUTION OF [SUBORDINATED] NOTES; TAX EVENT REDEMPTION.

     Upon the dissolution and liquidation of the Trust in accordance with the
Declaration, an aggregate principal amount at maturity of [Subordinated] Notes
constituting the assets of the Trust and underlying the Preferred Securities
equal to the aggregate liquidation amount of the Pledged Preferred Securities
shall be delivered to the Securities Intermediary in exchange for the Pledged
Preferred Securities. Thereafter, the [Subordinated] Notes will be substituted
for the Pledged Preferred Securities as the Collateral, and will be held by the
Securities Intermediary in the Collateral Account in accordance with the terms
of the Pledge Agreement to secure the obligations of each Holder of a Stock
Purchase Unit to purchase the Common Stock of the Company under the Purchase
Contracts constituting a part of such Stock Purchase Unit.

     Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the [Subordinated] Notes as provided for in the Declaration, an amount
equal to the Liquidation Distribution shall be deposited in the Collateral
Account in exchange for the Pledged Preferred Securities. Thereafter, pursuant
to the terms of the Pledge Agreement, the Collateral Agent shall cause the
Securities Intermediary to apply an amount equal to the Redemption Amount of
such Liquidation Distribution to purchase on behalf of the Holders of Stock
Purchase Units the Treasury Portfolio and promptly remit the remaining portion
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders of such Stock Purchase Units. The Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio will be substituted as Collateral for the Pledged Preferred Securities
and will be held by the Collateral Agent in accordance with the terms of the
Pledge Agreement to secure the obligation of each Holder of a Stock Purchase
Unit to purchase the Common Stock of the Company under the Purchase Contract
constituting a part of such Stock Purchase Unit.

     Following the dissolution and liquidation of the Trust, the Holders and the
Collateral Agent shall have such security interests, rights and obligations with
respect to the [Subordinated] Notes or the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, as the Holders and the Collateral Agent had in
respect of the Preferred Securities subject to the Pledge thereof as provided in
the Pledge Agreement. The Company may cause to be made in any Stock Purchase
Unit Certificates thereafter to be issued such change in phraseology and form
(but not in substance) as may be appropriate to reflect the dissolution and
liquidation of the Trust and the substitution of [Subordinated] Notes or the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, for Preferred
Securities as Collateral.

     Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount, plus any
accumulated and unpaid

                                       33
<Page>

distributions or accrued and unpaid interest, as the case may be, payable on the
Tax Event Redemption Date with respect to the Applicable Principal Amount shall
be deposited in the Collateral Account in exchange for the Pledged Preferred
Securities or the Pledged [Subordinated] Notes, as the case may be. Thereafter,
pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause
the Securities Intermediary to apply an amount equal to the Redemption Amount of
such funds to purchase on behalf of the Holders of Stock Purchase Units the
Treasury Portfolio and promptly remit the remaining portion of such funds to the
Purchase Contract Agent for payment to the Holders of such Stock Purchase Units.
The Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the Treasury Portfolio will be substituted as Collateral for
the Pledged Preferred Securities or the Pledged [Subordinated] Notes, as the
case may be, and will be held by the Collateral Agent in accordance with the
terms of the Pledge Agreement to secure the obligation of each Holder of a Stock
Purchase Unit to purchase the Common Stock of the Company under the Purchase
Contract constituting a part of such Stock Purchase Unit. Following the
occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement
Date, the Holders of Stock Purchase Units and the Collateral Agent shall have
such security interest rights and obligations with respect to the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio as the Holders of Stock Purchase Units and the
Collateral Agent had in respect of the Preferred Securities or [Subordinated]
Notes, as the case may be, subject to the Pledge thereof as provided in the
Pledge Agreement, and any reference herein to the Preferred Securities or the
[Subordinated] Notes shall be deemed to be reference to such Treasury Portfolio.
The Company may cause to be made in any Stock Purchase Unit Certificates
thereafter to be issued such change in phraseology and form (but not in
substance) as may be appropriate to reflect the liquidation of the Trust and the
substitution of the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio for Preferred Securities
or [Subordinated] Notes as Collateral.

                                    ARTICLE 5
                             THE PURCHASE CONTRACTS

     SECTION 5.01. PURCHASE OF SHARES OF COMMON STOCK.

     Each Purchase Contract shall obligate the Holder of the related Security to
purchase, and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount (the "PURCHASE PRICE"), a number of shares of
Common Stock (subject to Section 5.09) equal to the Settlement Rate unless an
Early Settlement has occurred in accordance with Section 5.07 hereof or, prior
to or on the Purchase Contract Settlement Date, there shall have occurred a
Termination Event with respect to the Security of which such Purchase Contract
is a part. The "SETTLEMENT RATE" is equal to:

                                       34
<Page>

            (i)  if the Applicable Market Value (as defined below) is greater
     than or equal to $______ (the "THRESHOLD APPRECIATION PRICE"), _______
     share of Common Stock per Purchase Contract;

           (ii)  if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $_______ (the "REFERENCE PRICE"), the
     number of shares of Common Stock per Purchase Contract having a value,
     based on the Applicable Market Value, equal to the Stated Amount; and

          (iii)  if the Applicable Market Value is less than or equal to the
     Reference Price, _______ share of Common Stock per Purchase Contract,

in each case subject to adjustment as provided in Section 5.04 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

     The "APPLICABLE MARKET VALUE" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

     The "CLOSING PRICE" per share of Common Stock on any date of determination
means:

            (i)  the closing sale price as of the 4:15 p.m. close of the
     principal trading session (or, if no closing price is reported, the last
     reported sale price) per share on the New York Stock Exchange, Inc. (the
     "NYSE") on such date;

           (ii)  if the Common Stock is not listed for trading on the NYSE on
     any such date, the closing sale price per share as reported in the
     composite transactions for the principal United States securities exchange
     on which the Common Stock is so listed;

          (iii)  if the Common Stock is not so listed on a United States
     national or regional securities exchange, the closing sale price per share
     as reported by The Nasdaq National Market;

           (iv)  if the Common Stock is not so reported, the last quoted bid
     price for the Common Stock in the over-the-counter market as reported by
     the National Quotation Bureau or similar organization; or

            (v)  if such bid price is not available, the average of the
     mid-point of the last bid and ask prices of the Common Stock on such date
     from at least three nationally recognized independent investment banking
     firms retained for this purpose by the Company.

                                       35
<Page>

     A "TRADING DAY" means a day on which the Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the Common
Stock.

     Each Holder of a Stock Purchase Unit or a Treasury Stock Purchase Unit, by
its acceptance thereof:

            (i)  irrevocably authorizes the Purchase Contract Agent to enter
     into and perform the related Purchase Contract on its behalf as its
     attorney-in- fact (including the execution of Certificates on behalf of
     such Holder);

           (ii)  agrees to be bound by the terms and provisions thereof;

          (iii)  covenants and agrees to perform its obligations under such
     Purchase Contracts;

           (iv)  consents to the provisions hereof;

            (v)  irrevocably authorizes the Purchase Contract Agent to enter
     into and perform this Agreement and the Pledge Agreement on its behalf as
     its attorney-in-fact; and

           (vi)  consents to, and agrees to be bound by, the Pledge of such
     Holder's right, title and interest in and to the Collateral Account,
     including the Preferred Securities, [Subordinated] Notes, the Applicable
     Ownership Interest (as specified in clause (A) of the definition of such
     term) of the Treasury Portfolio or the Treasury Securities pursuant to the
     Pledge Agreement,

PROVIDED that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any other
rights or obligations. Each Holder of a Stock Purchase Unit or a Treasury Stock
Purchase Unit, by its acceptance thereof, further covenants and agrees, that to
the extent and in the manner provided in Section 5.02 and the Pledge Agreement,
but subject to the terms thereof, payments in respect of the Preferred
Securities or the [Subordinated] Notes or the proceeds from the Treasury
Securities or the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio at maturity on the
Purchase Contract Settlement Date, as the case may be, shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

                                       36
<Page>

     Upon registration of transfer of a Certificate, the transferee shall be
bound (without the necessity of any other action on the part of such transferee)
by the terms of this Agreement, the Purchase Contracts underlying such
Certificate, the Declaration and the Pledge Agreement and the transferor shall
be released from the obligations under this Agreement, the Purchase Contracts
underlying the Certificate so transferred and the Pledge Agreement. The Company
covenants and agrees, and each Holder of a Certificate, by its acceptance
thereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

     SECTION 5.02. PAYMENT OF PURCHASE PRICE.

     (a)    (i)  Unless a Tax Event Redemption has occurred or a Holder of a
Stock Purchase Unit effects an Early Settlement of the underlying Purchase
Contract in the manner described in Section 5.07, each Holder who intends to pay
in cash to satisfy such Holder's obligations under the Purchase Contract on the
Purchase Contract Settlement Date shall notify the Purchase Contract Agent by
use of a notice in substantially the form of Exhibit E hereto of his intention
to pay in cash ("CASH SETTLEMENT") the Purchase Price for the shares of Common
Stock to be purchased pursuant to the related Purchase Contract. Such notice
shall be given prior to 5:00 p.m. (New York City time) on the seventh Business
Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00
a.m. (New York City time) on the next succeeding Business Day, the Purchase
Contract Agent shall notify the Collateral Agent and the Property Trustee or the
Indenture Trustee, as the case may be, of the receipt of such notices from
Holders intending to make a Cash Settlement.

           (ii)  A Holder of a Stock Purchase Unit who has so notified the
     Purchase Contract Agent of his intention to effect a Cash Settlement in
     accordance with paragraph 5.02(a)(i) above shall pay the Purchase Price to
     the Securities Intermediary for deposit in the Collateral Account prior to
     11:00 a.m. (New York City time) on the fifth Business Day immediately
     preceding the Purchase Contract Settlement Date, in lawful money of the
     United States by certified or cashiers' check or wire transfer, in each
     case in immediately available funds payable to or upon the order of the
     Securities Intermediary. Any cash received by the Collateral Agent shall be
     invested promptly by the Securities Intermediary in Permitted Investments
     and paid to the Company on the Purchase Contract Settlement Date in
     settlement of the Purchase Contracts in accordance with the terms of this
     Agreement and the Pledge Agreement. Any funds received by the Securities
     Intermediary in respect of the investment earnings from such Permitted
     Investments in excess of the Purchase Price for the shares of Common Stock
     to be purchased by such Holder shall be distributed to the Purchase
     Contract Agent when received for payment to the Holder.

          (iii)  If a Holder of a Stock Purchase Unit fails to notify the
     Purchase Contract Agent of his intention to make a Cash Settlement in
     accordance with paragraph 5.02(a)(i) above, or does notify the Purchase
     Contract Agent as provided in paragraph 5.02(a)(i) above of his intention
     to pay the Purchase Price in cash, but fails to make such payment

                                       37
<Page>

     as required by paragraph 5.02(a)(ii) above, such Holder shall be deemed to
     have consented to the disposition of the Pledged Preferred Securities or
     the Pledged [Subordinated] Notes pursuant to the Remarketing as described
     in paragraph 5.02(b) below.

           (iv)  Promptly after 11:00 a.m. (New York City time) on the fifth
     Business Day preceding the Purchase Contract Settlement Date, the Purchase
     Contract Agent, based on notices received by the Purchase Contract Agent
     pursuant to Section 5.02(a) hereof and notice from the Securities
     Intermediary regarding cash received by it prior to such time, shall notify
     the Collateral Agent and the Property Trustee or the Indenture Trustee, as
     applicable of the aggregate number of Preferred Securities or
     [Subordinated] Notes to be tendered for purchase in the Remarketing in a
     notice substantially in the form of Exhibit F hereto.

     (b) In order to dispose of the Preferred Securities or [Subordinated]
Notes, Stock Purchase Units Holders who have not notified the Purchase Contract
Agent of their intention to effect a Cash Settlement as provided in paragraph
5.02(a)(i) above, or who have so notified the Purchase Contract Agent but failed
to make such payment as required by paragraph 5.02(a)(ii) above, the Company
shall engage _____________________, as Remarketing Agent (the "REMARKETING
AGENT"), pursuant to the Remarketing Agreement (and subject to removal as
provided in the Remarketing Agreement) to sell such Preferred Securities or
[Subordinated] Notes. In order to facilitate the Remarketing, the Purchase
Contract Agent, based on the notices specified in Section 5.02(a)(iv), shall
notify the Remarketing Agent, promptly after 11:00 a.m. (New York City time) on
the fifth Business Day immediately preceding the Purchase Contract Settlement
Date, of the aggregate number of Preferred Securities or [Subordinated] Notes
that are part of Stock Purchase Units to be remarketed. Concurrently, the
Collateral Agent, pursuant to the terms of the Pledge Agreement, shall cause
such Preferred Securities or [Subordinated] Notes to be presented to the
Remarketing Agent for Remarketing.

     Upon receipt of such notice from the Purchase Contract Agent and such
Preferred Securities or [Subordinated] Notes, the Remarketing Agent shall, on
the third Business Day immediately preceding the Purchase Contract Settlement
Date, use reasonable efforts to remarket such Preferred Securities or
[Subordinated] Notes on such date at a price equal to [     ]% of the Stated
Amount ($[        ]) per Preferred Security or [Subordinated] Note, as provided
in the Remarketing Agreement. The proceeds from the Remarketing shall be
invested by the Collateral Agent in Permitted Investments, in accordance with
the Pledge Agreement, and then applied to satisfy in full such Stock Purchase
Units Holders' obligations to pay the Purchase Price for the shares of Common
Stock under the related Purchase Contracts on the Purchase Contract Settlement
Date. In addition, [$        ] per Preferred Security or [Subordinated] Note of
the proceeds shall automatically be remitted to the Remarketing Agent for
services rendered in connection with the Remarketing (the "REMARKETING FEE").

                                       38
<Page>

     If, in spite of using its reasonable efforts, the Remarketing Agent cannot
remarket the related Preferred Securities or [Subordinated] Notes of such
Holders of Stock Purchase Units at a price equal to [        ]% of the Stated
Amount ($[       ]), then the Remarketing Agent shall increase the distribution
rate on the Preferred Securities or the interest rate on the [Subordinated]
Notes, as the case may be, so that the market value of such Preferred Securities
will equal ($[         ]). If the Remarketing Agent determines that it will be
able to remarket the related Preferred Securities or [Subordinated] Notes of
such Holders of Stock Purchase Units at a price in excess of [         ]% of the
Stated Amount ($[        ]), then the Remarketing Agent shall decrease the
distribution rate on the Preferred Securities or the interest rate on the
[Subordinated] Notes, as the case may be, so that the market value of such
Preferred Securities or [Subordinated] Notes will be equal to [$ ]. If the
Remarketing Agent cannot Remarket the Preferred Securities or the [Subordinated]
Notes, as the case may be, after such increase or decrease, the Remarketing
shall be deemed to have failed (a "FAILED REMARKETING"), an event of default
shall be deemed to have occurred under this Agreement and the Pledge Agreement
and in accordance with the terms of the Pledge Agreement, the Collateral Agent,
for the benefit of the Company, shall exercise its rights as a secured party
with respect to such Preferred Securities or [Subordinated] Notes, including
those actions specified in paragraph 5.02(c) below; PROVIDED, that if upon a
Failed Remarketing the Collateral Agent exercises such rights for the benefit of
the Company with respect to such Preferred Securities or [Subordinated] Notes,
any accrued and unpaid distributions on such Preferred Securities or
[Subordinated] Notes and any accrued and unpaid Purchase Contract Payments
(including any deferred Purchase Contract Payments) shall become payable by the
Company to the Purchase Contract Agent for payment to the Beneficial Owner of
the Stock Purchase Units to which such Preferred Securities or [Subordinated]
Notes relate. The Company shall cause a notice of such Failed Remarketing to be
published on the second Business Day immediately preceding the Purchase Contract
Settlement Date in a daily newspaper in the English language of general
circulation in the City of New York, which is expected to be The Wall Street
Journal, and on Bloomberg News.

     (c) With respect to any Preferred Securities or [Subordinated] Notes which
are subject to a Failed Remarketing, the Collateral Agent for the benefit of the
Company reserves all of its rights as a secured party with respect thereto and,
subject to applicable law and paragraph 5.02(g) below, shall, in full
satisfaction of the Holders' obligations under the Purchase Contracts among
other things, (i) retain the Preferred Securities or [Subordinated] Notes, (ii)
sell the Preferred Securities or [Subordinated] Notes in one or more public or
private sales or (iii) take, or choose not to take, any other action with
respect to the Preferred Securities or the [Subordinated] Notes, which in every
case specified in (i), (ii) and (iii) shall constitute payment in full for the
aggregate Purchase Price for the shares of Common Stock to be purchased under
the Purchase Contracts.

     (d) (i) Unless a Holder of a Treasury Stock Purchase Unit or Stock
Purchase Unit (if a Tax Event Redemption has occurred) effects an Early
Settlement of the underlying Purchase Contract through the early delivery of
cash to the Purchase Contract Agent in the manner described in Section 5.07,
each Holder of a Treasury Stock Purchase Unit or Stock Purchase Unit (if a Tax
Event Redemption has occurred) who intends to pay in cash shall notify the
Purchase

                                       39
<Page>

Contract Agent by use of a notice in substantially the form of Exhibit E hereto
of his intention to pay in cash the Purchase Price for the shares of Common
Stock to be purchased pursuant to the related Purchase Contract. Such notice
shall be given prior to 5:00 p.m. (New York City time) on the second Business
Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00
a.m. (New York City time) on the next succeeding Business Day, the Purchase
Contract Agent shall notify the Collateral Agent of the receipt of such notices
from such Holders intending to make a Cash Settlement. Treasury Stock Purchase
Unit holders may make Cash Settlements only in integral multiples of 40 Treasury
Stock Purchase Units.

           (ii)  A Holder of a Treasury Stock Purchase Unit or Stock Purchase
     Units (if a Tax Event Redemption has occurred) who has so notified the
     Purchase Contract Agent of his intention to make a Cash Settlement in
     accordance with paragraph 5.02(d)(i) above shall pay the Purchase Price to
     the Securities Intermediary for deposit in the Collateral Account prior to
     11:00 a.m. (New York City time) on the Business Day immediately preceding
     the Purchase Contract Settlement Date, in lawful money of the United States
     by certified or cashiers' check or wire transfer, in each case in
     immediately available funds payable to or upon the order of the Securities
     Intermediary. Any cash received by the Collateral Agent shall be invested
     promptly by the Securities Intermediary in Permitted Investments and paid
     to the Company on the Purchase Contract Settlement Date in settlement of
     the Purchase Contract in accordance with the terms of this Agreement and
     the Pledge Agreement. Any funds received by the Securities Intermediary in
     respect of the investment earnings from the investment in such Permitted
     Investments in excess of the Purchase Price for the shares of Common Stock
     to be purchased by such Holder shall be distributed to the Purchase
     Contract Agent when received for payment to the Holder.

          (iii)  If a Holder of a Treasury Stock Purchase Unit or Holder of a
     Stock Purchase Unit (if a Tax Event Redemption has occurred) fails to
     notify the Purchase Contract Agent of his intention to make a Cash
     Settlement in accordance with paragraph 5.02(d)(i) above, or does notify
     the Purchase Contract Agent as provided in paragraph 5.02(d)(i) above of
     his intention to pay the Purchase Price in cash, but fails to make such
     payment as required by paragraph 5.02(d)(ii) above, then upon the maturity
     of the Pledged Treasury Securities or the appropriate Applicable Ownership
     Interest (as specified in clause (A) of the definition of such term) of the
     Treasury Portfolio held by the Securities Intermediary on the Business Day
     immediately preceding the Purchase Contract Settlement Date, the principal
     amount of the Treasury Securities or the appropriate Applicable Ownership
     Interest (as specified in clause (A) of the definition of such term) of the
     Treasury Portfolio received by the Securities Intermediary shall be
     invested promptly in Permitted Investments. On the Purchase Contract
     Settlement Date, an amount equal to the Purchase Price shall be remitted to
     the Company as payment thereof without receiving any instructions from the
     Holder. In the event the sum of the proceeds from the related Pledged
     Treasury Securities or the appropriate Applicable Ownership Interest (as
     specified in clause (A) of the definition of such term) of the Treasury
     Portfolio and the investment earnings earned from such investments is in
     excess of the

                                       40
<Page>

     aggregate Purchase Price of the Purchase Contracts being settled thereby,
     the Collateral Agent shall cause the Securities Intermediary to distribute
     such excess to the Purchase Contract Agent for the benefit of the Holder of
     the related Treasury Stock Purchase Unit or Stock Purchase Unit when
     received.

           (iv)  A holder of a Preferred Security or [Subordinated] Note that is
     no longer part of a Stock Purchase Unit may elect to have such Preferred
     Security or [Subordinated] Note, as the case may be, remarketed. A holder
     making such an election must notify the Property Trustee or the Indenture
     Trustee, as the case may be, prior to 11:00 a.m. (New York City time) on
     the fifth Business Day immediately preceding the Purchase Contract
     Settlement Date, of the aggregate number of Preferred Securities or
     [Subordinated] Notes, as the case may be, that are not part of Stock
     Purchase Units to be remarketed. Any such notice will be irrevocable and
     may not be conditioned upon the level at which the Reset Rate is
     established in the Remarketing. Concurrently, the Property Trustee or the
     Indenture Trustee, as the case may be, shall cause such Preferred
     Securities or [Subordinated] Notes, as the case may be, to be presented to
     the Remarketing Agent for Remarketing.

     (e) Any distribution to Holders of any payments described above shall be
payable at the office of the Purchase Contract Agent in New York City maintained
for that purpose or, at the option of the Holder, by check mailed to the address
of the Person entitled thereto at such address as it appears on the Security
Register.

     (f) Upon Cash Settlement of any Purchase Contract:

            (i)  the Collateral Agent will in accordance with the terms of
     the Pledge Agreement cause the Pledged Preferred Securities, Pledged
     [Subordinated] Notes, the appropriate Applicable Ownership Interest (as
     specified in clause (A) of the definition of such term) of the Treasury
     Portfolio or the Pledged Treasury Securities, as the case may be,
     underlying the relevant Security to be released from the Pledge, free and
     clear of any security interest of the Company, and transferred to the
     Purchase Contract Agent for delivery to the Holder thereof or its designee
     as soon as practicable; and

           (ii)  subject to the receipt thereof, the Purchase Contract
     Agent shall, by book-entry transfer or other appropriate procedures, in
     accordance with written instructions provided by the Holder thereof,
     transfer such Preferred Securities, [Subordinated] Notes, or the
     appropriate Applicable Ownership Interest (as specified in clause (A) of
     the definition of such term) of the Treasury Portfolio or such Treasury
     Securities, as the case may be (or, if no such instructions are given to
     the Purchase Contract Agent by the Holder, the Purchase Contract Agent
     shall hold such Preferred Securities, [Subordinated] Notes, or the
     appropriate Applicable Ownership Interest (as specified in clause (A) of
     the definition of such term) of the Treasury Portfolio or such Treasury
     Securities, as the case may be, and any interest payment thereon, in the
     name of

                                       41
<Page>

     the Purchase Contract Agent or its nominee in trust for the benefit of such
     Holder until the expiration of the time period specified in the abandoned
     property laws of the relevant state).

     (g) The obligations of the Holders to pay the Purchase Price are
non-recourse obligations and, except to the extent satisfied by Early Settlement
or Cash Settlement, are payable solely out of the proceeds of any Collateral
pledged to secure the obligations of the Holders and in no event will Holders be
liable for any deficiency between the proceeds of the disposition of Collateral
and the Purchase Price.

     (h) The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates thereof to the
Holder of the related Security unless the Company shall have received payment in
full for the aggregate Purchase Price for the Common Stock to be purchased
thereunder in the manner herein set forth.

     SECTION 5.03. ISSUANCE OF SHARES OF COMMON STOCK.

     Unless a Termination Event or an Early Settlement shall have occurred,
subject to Section 5.04(b), on the Purchase Contract Settlement Date upon
receipt of the aggregate Purchase Price payable on all Outstanding Securities,
the Company shall issue and deposit with the Purchase Contract Agent, for the
benefit of the Holders of the Outstanding Securities, one or more certificates
representing newly issued shares of Common Stock registered in the name of the
Purchase Contract Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends or
distributions for which a record date and payment date for such dividend or
distribution has occurred after the Purchase Contract Settlement Date, being
hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which the
Holders are entitled hereunder.

     Subject to the foregoing, upon surrender of a Certificate to the Purchase
Contract Agent on or after the Purchase Contract Settlement Date or Early
Settlement Date, as the case may be, together with settlement instructions
thereon duly completed and executed, the Holder of such Certificate shall be
entitled to receive forthwith in exchange therefor a certificate representing
that number of newly issued whole shares of Common Stock which such Holder is
entitled to receive pursuant to the provisions of this Article Five (after
taking into account all Securities then held by such Holder), together with cash
in lieu of fractional shares as provided in Section 5.09 and any dividends or
distributions with respect to such shares constituting part of the Purchase
Contract Settlement Fund, but without any interest thereon, and the Certificate
so surrendered shall forthwith be cancelled. Such shares shall be registered in
the name of the Holder or the Holder's designee as specified in the settlement
instructions provided by the Holder to the Purchase Contract Agent. If any
shares of Common Stock issued in respect of a Purchase Contract are to be
registered to a Person other than the Person in whose name the Certificate
evidencing such Purchase Contract is registered, no such registration shall be
made unless the Person requesting such registration has paid any transfer and
other taxes required by

                                       42
<Page>

reason of such registration in a name other than that of the registered Holder
of the Certificate evidencing such Purchase Contract or has established to the
satisfaction of the Company that such tax either has been paid or is not
payable.

     SECTION 5.04. ADJUSTMENT OF SETTLEMENT RATE.

     (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

     (1) In case the Company shall pay or make a dividend or other distribution
on Common Stock in Common Stock, the Settlement Rate in effect at the opening of
business on the day following the date fixed for the determination of
shareholders entitled to receive such dividend or other distribution shall be
increased by dividing such Settlement Rate by a fraction of which:

            (i)  the numerator shall be the number of shares of Common
     Stock outstanding at the close of business on the date fixed for such
     determination; and

           (ii)  the denominator shall be the sum of such number of shares
     and the total number of shares constituting such dividend or other
     distribution,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
any shares issuable in respect of any scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company shall not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the
Company.

     (2) In case the Company shall issue rights, warrants or options to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after the
record date for the determination of shareholders entitled to receive such
rights, warrants or options, to subscribe for or purchase shares of Common Stock
at a price per share less than the Current Market Price per share of Common
Stock on the date fixed for the determination of shareholders entitled to
receive such rights, warrants or options, the Settlement Rate in effect at the
opening of business on the day following the date fixed for such determination
shall be increased by dividing such Settlement Rate by a fraction of which:

            (i)  the numerator shall be the number of shares of Common
     Stock outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock which the aggregate
     of the offering price of the total number of shares of Common Stock so
     offered for subscription or purchase would purchase at such Current Market
     Price; and

                                       43
<Page>

           (ii)  the denominator shall be the number of shares of Common
     Stock outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock so offered for
     subscription or purchase,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (2), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
any shares issuable in respect of any scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company agrees that it shall not issue
any such rights, warrants or options in respect of shares of Common Stock held
in the treasury of the Company.

     (3) In case outstanding shares of Common Stock shall be subdivided or
split into a greater number of shares of Common Stock, the Settlement Rate in
effect at the opening of business on the day following the day upon which such
subdivision or split becomes effective shall be proportionately increased, and,
conversely, in case outstanding shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock, the Settlement Rate in effect
at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately reduced, such increase or
reduction, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision, split or
combination becomes effective.

     (4) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness or assets (including
securities, but excluding any rights, warrants or options referred to in
paragraph (2) of this Section 5.04(a), any dividend or distribution paid
exclusively in cash and any dividend or distribution referred to in paragraph
(1) of this Section 5.04(a)), the Settlement Rate shall be adjusted so that the
same shall equal the rate determined by dividing the Settlement Rate in effect
immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by a
fraction of which:

            (i)  the numerator shall be the Current Market Price per share of
     Common Stock on the date fixed for such determination less the then fair
     market value (as reasonably determined by the Board of Directors, whose
     determination shall be conclusive and the basis for which shall be
     described in a Board Resolution) of the portion of the assets or evidences
     of indebtedness so distributed applicable to one share of Common Stock; and

           (ii)  the denominator shall be such Current Market Price per share of
     Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of shareholders
entitled to receive such distribution. In any case in which this paragraph (4)
is applicable, paragraph (2) of this Section 5.04(a)

                                       44
<Page>

shall not be applicable. In the event that such dividend or distribution is not
so paid or made, the Settlement Rate shall again be adjusted to be the
Settlement Rate which would then be in effect if such dividend or distribution
had not been declared.

     (5) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding:

            (i)  any quarterly cash dividend on Common Stock to the extent that
     the aggregate cash dividend per share of Common Stock in any fiscal quarter
     does not exceed $____ per share (as adjusted from time to time to reflect
     the subdivisions or combinations of Common Stock, the "DIVIDEND
     THRESHOLD"), and

           (ii)  any dividend or distribution in connection with the
     liquidation, dissolution or termination of the Company, whether voluntary
     or involuntary),

then, in such case, the Settlement Rate shall be increased so that the same
shall equal the rate determined by dividing the Settlement Rate in effect
immediately prior to the close of business on such record date by a fraction of
which:

            (i)  the numerator shall be the Current Market Price of Common Stock
     on the record date less the amount of cash so distributed (and not excluded
     as provided above) applicable to one share of Common Stock; and

           (ii)  the denominator shall be the Current Market Price of Common
     Stock,

such increase to be effective immediately prior to the opening of business on
the day following the record date; PROVIDED, HOWEVER, that in the event the
portion of cash so distributed applicable to one share of Common Stock is equal
to or greater than the Current Market Price per share of Common Stock on the
record date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each holder of a Security shall have the right to receive upon
settlement of the Securities the amount of cash such Holder would have received
had such Holder settled each Security on the record date. In the event that such
dividend or distribution is not so paid or made, the Settlement Rate shall again
be adjusted to be the Settlement Rate which would then be in effect if such
dividend or distribution had not been declared. If any adjustment is required to
be made as set forth in this Section 5.04(a)(5) as a result of a distribution
that is a quarterly dividend, such adjustment shall be based upon the amount by
which such distribution exceeds the amount of the Dividend Threshold. If an
adjustment is required to be made as set forth in this Section 5.04(a)(5) above
as a result of a distribution that is not a quarterly dividend, such adjustment
shall be based upon the full amount of the distribution.

     (6) In case a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of Common Stock shall expire
and such tender or exchange offer (as amended upon the expiration thereof) shall
require the payment to shareholders (based on the

                                       45
<Page>

acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of Purchased Shares as herein defined) of (I) an aggregate consideration
having a fair market value (as reasonably determined by the Board of Directors,
whose determination shall be conclusive and the basis for which shall be
described in a Board Resolution) that combined together with the aggregate of
the cash plus the fair market value (as reasonably determined by the Board of
Directors, whose determination shall be conclusive and the basis for which shall
be described in a Board Resolution), as of the expiration of such tender or
exchange offer, of consideration payable in respect of any other tender or
exchange offer, by the Company or any subsidiary of the Company for all or any
portion of Common Stock expiring within the 12 months preceding the expiration
of such tender or exchange offer and in respect of which no adjustment pursuant
to this paragraph (6) has been made, and (II) the aggregate amount of any
distributions to all holders of Common Stock made exclusively in cash within the
12 months preceding the expiration of such tender or exchange offer and in
respect of which no adjustment pursuant to paragraph (6) has been made, exceeds
15% of the product of the Current Market Price per share of Common Stock as of
the last time (the "EXPIRATION TIME") tenders could have been made pursuant to
such tender or exchange offer (as it may be amended) times the number of shares
of Common Stock outstanding (including any tendered shares) on the Expiration
Time, then, and in each such case, immediately prior to the opening of business
on the day after the date of the Expiration Time, the Settlement Rate shall be
adjusted so that the same shall equal the rate determined by dividing the
Settlement Rate immediately prior to the close of business on the date of the
Expiration Time by a fraction:

            (i)  the numerator of which shall be equal to (A) the product of (I)
     the Current Market Price per share of Common Stock on the date of the
     Expiration Time and (II) the number of shares of Common Stock outstanding
     (including any tendered shares) on the Expiration Time less (B) the amount
     of cash plus the fair market value (determined as aforesaid) of the
     aggregate consideration payable to shareholders based on the transactions
     described in clauses (I) and (II) above (assuming in the case of clause (I)
     the acceptance, up to any maximum specified in the terms of the tender or
     exchange offer, of Purchased Shares); and

           (ii)  the denominator of which shall be equal to the product of (A)
     the Current Market Price per share of Common Stock as of the Expiration
     Time and (B) the number of shares of Common Stock outstanding (including
     any tendered shares) as of the Expiration Time less the number of all
     shares validly tendered and not withdrawn as of the Expiration Time (the
     shares deemed so accepted, up to any such maximum, being referred to as the
     "PURCHASED SHARES").

     (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.04(b) applies) shall be deemed to
involve:

                                       46
<Page>

            (i)  a distribution of such securities other than Common Stock to
     all holders of Common Stock (and the effective date of such
     reclassification shall be deemed to be "the date fixed for the
     determination of shareholders entitled to receive such distribution" and
     the "date fixed for such determination" within the meaning of paragraph (4)
     of this Section); and

           (ii)  a subdivision, split or combination, as the case may be, of the
     number of shares of Common Stock outstanding immediately prior to such
     reclassification into the number of shares of Common Stock outstanding
     immediately thereafter (and the effective date of such reclassification
     shall be deemed to be "the day upon which such subdivision or split becomes
     effective" or "the day upon which such combination becomes effective", as
     the case may be, and "the day upon which such subdivision, split or
     combination becomes effective" within the meaning of paragraph (3) of this
     Section).

     (8) The "CURRENT MARKET PRICE" per share of Common Stock on any date of
determination means the average of the daily Closing Prices for the five
consecutive Trading Days selected by the Company commencing not more than 30
Trading Days before, and ending not later than, the earlier of such date of
determination and the day before the "ex date" with respect to the issuance or
distribution requiring such computation. For purposes of this paragraph, the
term "ex date," when used with respect to any issuance or distribution, shall
mean the first date on which Common Stock trades on such exchange or in such
market without the right to receive such issuance or distribution.

     (9) All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment
in the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent thereof; PROVIDED, HOWEVER, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.04(a), an adjustment shall
also be made to the Applicable Market Value solely to determine which of clauses
(i), (ii) or (iii) of the definition of Settlement Rate in Section 5.01 will
apply on the Purchase Contract Settlement Date. Such adjustment shall be made by
multiplying the Applicable Market Value by a fraction of which the numerator
shall be the Settlement Rate immediately after such adjustment pursuant to
paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.04(a) and
the denominator shall be the Settlement Rate immediately prior to such
adjustment; PROVIDED, HOWEVER, that if such adjustment to the Settlement Rate is
required to be made pursuant to the occurrence of any of the events contemplated
by paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.04(a)
during the period taken into consideration for determining the Applicable Market
Value, appropriate and customary adjustments shall be made to the Settlement
Rate.

                                       47
<Page>

     (10) The Company may, but shall not be required to, make such increases in
the Settlement Rate, in addition to those required by this Section, as it
considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes or for any other reason.

     (b) Adjustment for Consolidation, Merger or Other Reorganization Event.

     (1) In the event of:

            (i)  any consolidation or merger of the Company with or into another
     Person (other than a merger or consolidation in which the Company is the
     continuing corporation and in which the shares of Common Stock outstanding
     immediately prior to the merger or consolidation are not exchanged for
     cash, securities or other property of the Company or another corporation);

           (ii)  any sale, transfer, lease or conveyance to another Person of
     the property of the Company as an entirety or substantially as an entirety;

          (iii)  any statutory share exchange of the Company with another Person
     (other than in connection with a merger or acquisition); or

           (iv)  any liquidation, dissolution or termination of the Company
     other than as a result of or after the occurrence of a Termination Event,
     (any such event, a "REORGANIZATION EVENT"),

the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof, the kind and amount of securities,
cash and other property receivable upon such Reorganization Event (without any
interest thereon, and without any right to dividends or distribution thereon
which have a record date that is prior to the Purchase Contract Settlement Date)
by a Holder of the number of shares of Common Stock issuable on account of each
Purchase Contract if the Purchase Contract Settlement Date had occurred
immediately prior to such Reorganization Event, assuming such Holder of Common
Stock is not a Person with which the Company consolidated or into which the
Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be (any such Person, a "CONSTITUENT PERSON"),
or an Affiliate of a Constituent Person to the extent such Reorganization Event
provides for different treatment of Common Stock held by Affiliates of the
Company and non-affiliates and such Holder failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such Reorganization Event (PROVIDED that if the kind or
amount of securities, cash and other property receivable upon such
Reorganization Event is not the same for each share of Common Stock held
immediately prior to such Reorganization Event

                                       48
<Page>

by other than a Constituent Person or an Affiliate thereof and in respect of
which such rights of election shall not have been exercised ("NON-ELECTING
SHARE"), then for the purpose of this Section the kind and amount of securities,
cash and other property receivable upon such Reorganization Event by each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).

     In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of the
Company or, in the event of a liquidation, dissolution or termination of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that each Holder of an Outstanding Security shall
have the rights provided by this Section 5.04(b). Such supplemental agreement
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

     (2) In the event of a consolidation or merger of the Company with or into
another Person, any merger of another Person into the Company (other than a
merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) in which 30% or more of the
total consideration paid to the Company's shareholders consists of cash or cash
equivalents, then a Holder of a Security may settle his Purchase Contract for
cash as described in Section 5.02(a)(i) or 5.02(d)(i) hereof, as applicable,
during the one week period beginning on the twenty-third Trading Day following
the closing date of such merger (the "EARLY SETTLEMENT WEEK"), at the applicable
Settlement Rate. For the purposes of this Section, the twenty-third Trading Day
after the closing of the merger or consolidation shall be deemed to be the
Purchase Contract Settlement Date for the purpose of determining the Applicable
Market Value and the deadline for submitting the notice to settle early and the
related cash payment shall be 5:00 p.m. (New York City time) of the last
Business Day of the Early Settlement Week. Notwithstanding the foregoing, no
early settlement will be permitted under this Section 5.04(b)(2) unless, at the
time such early settlement is effected, there is an effective Registration
Statement with respect to the shares of Common Stock to be issued and delivered
in connection with such early settlement, if such a Registration Statement is
required (in the view of counsel, which need not be in the form of a written
opinion, for either the Company or the Purchase Contract Agent) under the
Securities Act. If such a Registration Statement is so required, the Company
covenants and agrees to use its best efforts to (A) have in effect a
Registration Statement covering the shares of Common Stock to be delivered in
respect of the Purchase Contracts being settled and (B) provide a Prospectus in
connection therewith, in each case in a form that the Purchase Contract Agent
may use in connection with such early settlement.

     (c) All calculations and determinations pursuant to this Section 5.04
shall be made by the Company or its agent and the Purchase Contract Agent shall
have no responsibility with respect thereto.

                                       49
<Page>

     SECTION 5.05. NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

     (a) Whenever the Settlement Rate is adjusted as herein provided, the
Company shall:

            (i)  forthwith compute the adjusted Settlement Rate in accordance
     with Section 5.04 and prepare and transmit to the Purchase Contract Agent
     an Officers' Certificate setting forth the Settlement Rate, the method of
     calculation thereof in reasonable detail, and the facts requiring such
     adjustment and upon which such adjustment is based; and

           (ii)  within 10 Business Days following the occurrence of an event
     that requires an adjustment to the Settlement Rate pursuant to Section 5.04
     (or if the Company is not aware of such occurrence, as soon as practicable
     after becoming so aware), provide a written notice to the Holders of the
     Securities of the occurrence of such event and a statement in reasonable
     detail setting forth the method by which the adjustment to the Settlement
     Rate was determined and setting forth the adjusted Settlement Rate.

     (b) The Purchase Contract Agent shall not at any time be under any duty or
responsibility to any Holder of Securities to determine whether any facts exist
which may require any adjustment of the Settlement Rate, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed in making the same. The Purchase Contract Agent
shall not be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at the time be issued or delivered with respect to any Purchase Contract;
and the Purchase Contract Agent makes no representation with respect thereto.
The Purchase Contract Agent shall not be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock pursuant to a
Purchase Contract or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article.

     SECTION 5.06. TERMINATION EVENT; NOTICE.

     The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Purchase Contract
Payments (including any deferred or accrued and unpaid Purchase Contract
Payments), if the Company shall have such obligation, and the rights and
obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Purchase Contract Agent or the Company, if, prior to or on the
Purchase Contract Settlement Date, a Termination Event shall have occurred.

     Upon and after the occurrence of a Termination Event, the Securities shall
thereafter represent the right to receive the Preferred Securities, the
[Subordinated] Notes, the Treasury Securities or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case

                                       50
<Page>

may be, forming part of such Securities, in accordance with the provisions of
Section 5.04 of the Pledge Agreement. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Security
Register.

     SECTION 5.07. EARLY SETTLEMENT.

     (a) Subject to and upon compliance with the provisions of this Section
5.07, at the option of the Holder thereof, Purchase Contracts underlying
Securities may be settled early ("EARLY SETTLEMENT") on or prior to 5:00 p.m.
(New York City time) on the seventh Business Day immediately preceding the
Purchase Contract Settlement Date. Holders of Treasury Stock Purchase Units may
only settle the related Purchase Contracts in integral multiples of 40 Purchase
Contracts. In order to exercise the right to effect Early Settlement with
respect to any Purchase Contracts, the Holder of the Certificate evidencing
Securities shall deliver to the Purchase Contract Agent at the Corporate Trust
Office an "Election to Settle Early" form (on the reverse side of the
Certificate) and any other documents requested by the Purchase Contract Agent
and accompanied by payment (payable to the Company in immediately available
funds) in an amount (the "EARLY SETTLEMENT AMOUNT") equal to the product of (i)
(A) the Stated Amount times (B) the number of Purchase Contracts with respect to
which the Holder has elected to effect Early Settlement, plus (ii) if such
delivery is made with respect to any Purchase Contracts during the period from
the close of business on any Record Date next preceding any Payment Date to the
opening of business on such Payment Date, an amount equal to the Purchase
Contract Payments payable on such Payment Date with respect to such Purchase
Contracts.

          Except as provided in the immediately preceding sentence and subject
to Section 5.11(c), no payment shall be made upon Early Settlement of any
Purchase Contract on account of any Purchase Contract Payments accrued on such
Purchase Contract or on account of dividends payable on the Common Stock issued
upon such Early Settlement, the record date for which payment occurs prior to
the Early Settlement Date. If the foregoing requirements are first satisfied
with respect to Purchase Contracts underlying any Securities prior to or at 5:00
p.m. (New York City time) on a Business Day, such day shall be the "EARLY
SETTLEMENT DATE" with respect to such Securities and if such requirements are
first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a
day that is not a Business Day, the "EARLY SETTLEMENT DATE" with respect to such
Securities shall be the next succeeding Business Day (so long as such next
succeeding Business Day is not later than the seventh Business Day immediately
preceding the Purchase Contract Settlement Date).

     (b) No Early Settlement will be permitted under this Section 5.07 unless,
at the time of delivery of the Election to Settle Early form or time the Early
Settlement is effected, there is an effective Registration Statement with
respect to the shares of Common Stock to be issued and delivered in connection
with such Early Settlement, if such a Registration Statement is required (in the
view of counsel, which need not be in the form of a written opinion, for either
the

                                       51
<Page>

Company or the Purchase Contract Agent) under the Securities Act. If such a
Registration Statement is so required, the Company covenants and agrees to use
its best efforts to (A) have in effect a Registration Statement covering the
shares of Common Stock to be delivered in respect of the Purchase Contracts
being settled and (B) provide a Prospectus in connection therewith, in each case
in a form that the Purchase Contract Agent may use in connection with such Early
Settlement.

     (c) Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Company shall issue, and the Holder shall be entitled to receive
_______ share of Common Stock on account of each Purchase Contract as to which
Early Settlement is effected (the "EARLY SETTLEMENT RATE"). The Early Settlement
Rate shall be adjusted in the same manner and at the same time as the Settlement
Rate is adjusted.

     (d) Not later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause:

            (i)  the shares of Common Stock issuable upon Early Settlement of
     Purchase Contracts to be issued and delivered, together with payment in
     lieu of any fraction of a share, as provided in Section 5.09; and

           (ii)  the related Preferred Securities, [Subordinated] Notes or the
     appropriate Applicable Ownership Interest (as specified in clause (A) of
     the definition of such term) of the Treasury Portfolio, in the case of
     Stock Purchase Units, or the related Treasury Securities, in the case of
     Treasury Stock Purchase Units, to be released from the Pledge by the
     Collateral Agent and transferred, in each case, to the Purchase Contract
     Agent for delivery to the Holder thereof or its designee.

     (e) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Preferred Securities,
[Subordinated] Notes, the appropriate Applicable Ownership Interest as specified
in clause (A) of the definition of such term) of the Treasury Portfolio, or
Treasury Securities, as the case may be, from the Securities Intermediary, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder thereof on the Election to Settle Early form
(on the reverse of the Certificate evidencing the related Securities):

            (i)  transfer to the Holder the Preferred Securities, [Subordinated]
     Notes, the appropriate Applicable Ownership Interest (as specified in
     clause (A) of the definition of such term) of the Treasury Portfolio or
     Treasury Securities, as the case may be, forming a part of such Securities;

           (ii)  deliver to the Holder a certificate or certificates for the
     full number of shares of Common Stock issuable upon such Early Settlement,
     together with payment in lieu of any fraction of a share, as provided in
     Section 5.09; and

                                       52
<Page>

          (iii)  if so required under the Securities Act, deliver a Prospectus
     for the shares of Common Stock issuable upon such Early Settlement as
     contemplated by Section 5.07(b).

     (f) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Securities evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the
Purchase Contract Agent shall authenticate, countersign and deliver to the
Holder thereof, at the expense of the Company, a Certificate evidencing the
Securities as to which Early Settlement was not effected.

     (g) A Holder of a Security who effects Early Settlement may elect to have
the Preferred Securities or [Subordinated] Notes, as the case may be, no longer
a part of a Stock Purchase Unit remarketed. A Holder making such an election
must notify the Property Trustee or the Indenture Trustee, as the case may be,
prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, of the aggregate number of
Preferred Securities or [Subordinated] Notes that are not part of Stock Purchase
Units to be remarketed. Any such notice will be irrevocable and may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. Concurrently, the Property Trustee or the Indenture Trustee, as the
case may be, shall cause such Preferred Securities or [Subordinated] Notes, as
the case may be, to be presented to the Remarketing Agent for Remarketing.

     SECTION 5.08. INTENTIONALLY OMITTED.

     SECTION 5.09. NO FRACTIONAL SHARES.

     No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Purchase Contracts on the
Purchase Contract Settlement Date or upon Early Settlement, the Company, through
the Purchase Contract Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Purchase
Contract Agent from time to time with sufficient funds to permit the Purchase
Contract Agent to make all cash payments required by this Section 5.09 in a
timely manner.

     SECTION 5.10. CHARGES AND TAXES.

     The Company will pay all stock transfer and similar taxes attributable to
the initial issuance and delivery of the shares of Common Stock pursuant to the
Purchase Contracts;

                                       53
<Page>

PROVIDED, HOWEVER, that the Company shall not be required to pay any such tax or
taxes which may be payable in respect of any exchange of or substitution for a
Certificate evidencing a Security or any issuance of a share of Common Stock in
a name other than that of the registered Holder of a Certificate surrendered in
respect of the Securities evidenced thereby, other than in the name of the
Purchase Contract Agent, as custodian for such Holder, and the Company shall not
be required to issue or deliver such share certificates or Certificates unless
or until the Person or Persons requesting the transfer or issuance thereof shall
have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

     SECTION 5.11. PURCHASE CONTRACT PAYMENTS.

     (a) Subject to Section 5.12, the Company shall pay, on each Payment Date,
the Purchase Contract Payments payable in respect of each Purchase Contract to
the Person in whose name a Certificate is registered at the close of business on
the Record Date next preceding such Payment Date. The Purchase Contract Payments
will be payable at the office of the Purchase Contract Agent in New York City
maintained for that purpose or, at the option of the Holder, by check mailed to
the address of the Person entitled thereto at such Person's address as it
appears on the Security Register. If any date on which Purchase Contract
Payments are to be made is not a Business Day, then payment of the Purchase
Contract Payments payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment will be made on the immediately preceding Business Day. Purchase
Contract Payments payable for any period will be computed (i) for any full
quarterly period on the basis of a 360-day year of twelve 30-day months and (ii)
for any period shorter than a full quarterly period, on the basis of a 30-day
month and, for periods of less than a month, on the basis of the actual number
of days elapsed per 30-day month.

     (b) Upon the occurrence of a Termination Event, the Company's obligation
to pay future Purchase Contract Payments (including any accrued or deferred
Purchase Contract Payments) shall cease.

     (c) Each Certificate delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the reestablishment of Stock Purchase Units) any
other Certificate shall carry the right to accrued or deferred and unpaid
Purchase Contract Payments and the right to accrue Purchase Contract Payments,
which rights were carried by the Purchase Contracts underlying such other
Certificates.

     (d) Subject to Section 5.07, in the case of any Security with respect to
which Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date that is after any Record Date and prior to or on the next
succeeding Payment Date, Purchase Contract Payments otherwise payable on such
Payment Date shall be payable on such Payment Date

                                       54
<Page>

notwithstanding such Early Settlement, and such Purchase Contract Payments shall
be paid to the Person in whose name the Certificate evidencing such Security is
registered at the close of business on such Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Security with respect to which Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date, Purchase Contract Payments
that would otherwise be payable after the Early Settlement Date with respect to
such Purchase Contract shall not be payable.

     SECTION 5.12. DEFERRAL OF PURCHASE CONTRACT PAYMENTS.

     (a) The Company has the right to defer payment of all or part of the
Purchase Contract Payments in respect of each Purchase Contract until no later
than the Purchase Contract Settlement Date, but only if the Company shall give
the Holders and the Purchase Contract Agent written notice of its election to
defer such payment (specifying the amount to be deferred) at least ten Business
Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the
date the Company is required to give notice of the Record Date or Payment Date
with respect to payment of such Purchase Contract Payments to the NYSE or other
applicable self-regulatory organization or to Holders of the Securities, but in
any event not less than one Business Day prior to such Record Date. If the
Company so elects to defer Purchase Contract Payments, the Company shall pay
additional Purchase Contract Payments on such deferred installments of Purchase
Contract Payments at a rate equal to ___% per annum, compounding quarterly,
until such deferred installments are paid in full. Deferred Purchase Contract
Payments shall be due on the Payment Date except to the extent that payment is
deferred pursuant to this Section. Except as otherwise provided in Section
5.11(d), in the case of any Security with respect to which Early Settlement of
the underlying Purchase Contract is effected on an Early Settlement Date, the
Holder will have no right to receive any accrued or deferred Purchase Contract
Payments.

     (b) In the event the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date, each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments. The
Company shall pay such amounts on the Purchase Contract Settlement Date in the
manner described in Section 5.02(e).

     (c) In the event the Company exercises its option to defer the payment of
Purchase Contract Payments, then, until all deferred Purchase Contract Payments
have been paid, the Company shall not (a) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities that rank junior to the [Subordinated] Notes in the right of payment
issued by the Company, or (b) make any guarantee payments with respect to any
guarantee by the Company of any securities of any of its subsidiaries if such
guarantee ranks junior to the [Subordinated] Notes in the right of payment, (c)
declare or pay any dividends or distributions on any of the Company's capital
stock or (d) redeem, purchase, acquire or make a liquidation payment with
respect to, any of the Company's capital stock. Notwithstanding the foregoing,
the Company may (1) purchase or acquire its capital stock in connection with the

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satisfaction by it of its obligations under any employee benefit plans or
pursuant to any contract or security outstanding on the first day of any such
event requiring it to purchase its capital stock; (2) reclassify its capital
stock or exchange or convert one class or series of its capital stock for
another class or series of its capital stock; (3) purchase fractional interests
in shares of its capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged; (4) declare
dividends or distributions in its capital stock; (5) redeem or repurchase any
rights pursuant to a rights agreement; and (6) make payments under the Guarantee
related to the Preferred Securities.

                                    ARTICLE 6
                                    REMEDIES

     SECTION 6.01. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PURCHASE CONTRACT
PAYMENTS AND TO PURCHASE SHARES OF COMMON STOCK.

     Each Holder of a Security shall have the right, which is absolute and
unconditional, (i) subject to the right of the Company to defer such payments in
accordance with Section 5.12, to receive each Purchase Contract Payment with
respect to the Purchase Contract comprising part of such Security on the
respective Payment Date for such Security and (ii) to purchase shares of Common
Stock pursuant to such Purchase Contract and, in each such case, to institute
suit for the enforcement of any such right to receive Purchase Contract Payments
and the right to purchase shares of Common Stock, and such rights shall not be
impaired without the consent of such Holder.

     SECTION 6.02. RESTORATION OF RIGHTS AND REMEDIES.

     If any Holder has instituted any proceeding to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company and such
Holder shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of such Holder shall continue
as though no such proceeding had been instituted.

     SECTION 6.03. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.10, no right or remedy herein conferred upon or reserved to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

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<Page>

     SECTION 6.04. DELAY OR OMISSION NOT WAIVER.

     No delay or omission of any Holder to exercise any right or remedy upon a
default shall impair any such right or remedy or constitute a waiver of any such
right. Every right and remedy given by this Article or by law to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by such
Holders.

     SECTION 6.05. UNDERTAKING FOR COSTS.

     All parties to this Agreement agree, and each Holder of a Security, by its
acceptance of such Security shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Agreement, or in any suit against the Purchase Contract Agent
for any action taken, suffered or omitted by it as Purchase Contract Agent, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and costs against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; PROVIDED that the provisions of this
Section shall not apply to any suit instituted by the Purchase Contract Agent,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Securities, or to any suit instituted
by any Holder for the enforcement of distributions on any Preferred Securities
or interest on any [Subordinated] Notes or Purchase Contract Payments on or
after the respective Payment Date therefor in respect of any Security held by
such Holder, or for enforcement of the right to purchase shares of Common Stock
under the Purchase Contracts constituting part of any Security held by such
Holder.

     SECTION 6.06. WAIVER OF STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Purchase Contract Agent or the Holders, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

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                                    ARTICLE 7
                           THE PURCHASE CONTRACT AGENT

     SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES.

     (a) The Purchase Contract Agent:

     (1) undertakes to perform, with respect to the Securities, such duties and
only such duties as are specifically set forth in this Agreement and the Pledge
Agreement, and no implied covenants or obligations shall be read into this
Agreement or the Pledge Agreement against the Purchase Contract Agent; and

     (2) in the absence of bad faith or gross negligence on its part, may, with
respect to the Securities, conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Purchase Contract Agent and conforming to the
requirements of this Agreement or the Pledge Agreement, as applicable, but in
the case of any certificates or opinions which by any provision hereof are
specifically required to be furnished to the Purchase Contract Agent, the
Purchase Contract Agent shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Agreement or the Pledge
Agreement, as applicable (but need not confirm or investigate the accuracy of
the mathematical calculations or other facts stated therein).

     (b) No provision of this Agreement or the Pledge Agreement shall be
construed to relieve the Purchase Contract Agent from liability for its own
grossly negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:

     (1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

     (2) the Purchase Contract Agent shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Purchase Contract Agent was negligent in ascertaining the pertinent
facts;

     (3) no provision of this Agreement or the Pledge Agreement shall require
the Purchase Contract Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if indemnity satisfactory to the
Purchase Contract Agent is not provided to it; and

     (4) the Purchase Contract Agent shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities.

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     (c) Whether or not therein expressly so provided, every provision of this
Agreement and the Pledge Agreement relating to the conduct or affecting the
liability of or affording protection to the Purchase Contract Agent shall be
subject to the provisions of this Section.

     (d) The Purchase Contract Agent is authorized to execute and deliver the
Pledge Agreement in its capacity as Purchase Contract Agent.

     SECTION 7.02. NOTICE OF DEFAULT.

     Within 30 days after the occurrence of any default by the Company hereunder
of which a Responsible Officer of the Purchase Contract Agent has actual
knowledge, the Purchase Contract Agent shall transmit by mail to the Company and
the Holders of Securities, as their names and addresses appear in the Security
Register, notice of such default hereunder, unless such default shall have been
cured or waived.

     SECTION 7.03. CERTAIN RIGHTS OF PURCHASE CONTRACT AGENT.

     Subject to the provisions of Section 7.01:

     (1) the Purchase Contract Agent may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, [Subordinated] Note, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

     (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

     (3) whenever in the administration of this Agreement or the Pledge
Agreement the Purchase Contract Agent shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Purchase Contract Agent (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate of the Company;

     (4) the Purchase Contract Agent may consult with counsel of its selection
appointed with due care by it hereunder and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

     (5) the Purchase Contract Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other

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<Page>

paper or document, but the Purchase Contract Agent, in its discretion, and at
the expense of the Company, may make reasonable further inquiry or investigation
into such facts or matters related to the execution, delivery and performance of
the Purchase Contracts as it may see fit, and, if the Purchase Contract Agent
shall determine to make such further inquiry or investigation, it shall be given
a reasonable opportunity to examine the relevant books, records and premises of
the Company, personally or by agent or attorney and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

     (6) the Purchase Contract Agent may execute any of the powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or an Affiliate and the Purchase Contract Agent shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney or an Affiliate appointed with due care by it hereunder;

     (7) the Purchase Contract Agent shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement at the request or
direction of any of the Holders pursuant to this Agreement, unless such Holders
shall have offered to the Purchase Contract Agent security or indemnity
satisfactory to the Purchase Contract Agent against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     (8) the Purchase Contract Agent shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement;

     (9) the Purchase Contract Agent shall not be deemed to have notice of any
default hereunder unless a Responsible Officer of the Purchase Contract Agent
has actual knowledge thereof or unless written notice of any event which is in
fact such a default is received by the Purchase Contract Agent at the Corporate
Trust Office of the Purchase Contract Agent, and such notice references the
Securities and this Agreement;

    (10) the Purchase Contract Agent may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Agreement, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded; and

    (11) the rights, privileges, protections, immunities and benefits given to
the Purchase Contract Agent, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Purchase Contract
Agent in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.

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     SECTION 7.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Certificates shall be taken as the
statements of the Company, and the Purchase Contract Agent assumes no
responsibility for their accuracy. The Purchase Contract Agent makes no
representations as to the validity or sufficiency of either this Agreement or of
the Securities, or of the Pledge Agreement or the Pledge. The Purchase Contract
Agent shall not be accountable for the use or application by the Company of the
proceeds in respect of the Purchase Contracts.

     SECTION 7.05. MAY HOLD SECURITIES.

     Any Security Registrar or any other agent of the Company, or the Purchase
Contract Agent and its Affiliates, in their individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Company, the Collateral Agent or any other Person with the same rights it would
have if it were not Security Registrar or such other agent, or the Purchase
Contract Agent. The Company may become the owner or pledgee of Securities.

     SECTION 7.06. MONEY HELD IN CUSTODY.

     Money held by the Purchase Contract Agent in custody hereunder need not be
segregated from the other funds except to the extent required by law or provided
herein. The Purchase Contract Agent shall be under no obligation to invest or
pay interest on any money received by it hereunder except as otherwise provided
hereunder or agreed in writing with the Company.

     SECTION 7.07. COMPENSATION AND REIMBURSEMENT.

     The Company agrees:

     (1) to pay to the Purchase Contract Agent compensation for all services
rendered by it hereunder and under the Pledge Agreement as the Company and the
Purchase Contract Agent shall from time to time agree in writing;

     (2) except as otherwise expressly provided for herein, to reimburse the
Purchase Contract Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Purchase Contract Agent in
accordance with any provision of this Agreement and the Pledge Agreement
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its gross negligence, willful misconduct or bad faith; and

     (3) to indemnify the Purchase Contract Agent and any predecessor Purchase
Contract Agent for, and to hold it harmless against, any loss, liability or
expense incurred without gross negligence, willful misconduct or bad faith on
its part, arising out of or in connection with the acceptance or administration
of its duties hereunder, including the costs and expenses of

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defending itself against any claim (whether asserted by the Company, a Holder or
any other person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

     The provisions of this Section shall survive the resignation and removal of
the Purchase Contract Agent and the termination of this Agreement.

     SECTION 7.08. CORPORATE PURCHASE CONTRACT AGENT REQUIRED; ELIGIBILITY.

     There shall at all times be a Purchase Contract Agent hereunder which shall
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having (or being a member of
a bank holding company having) a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State authority
and having a corporate trust office in the Borough of Manhattan, New York City,
if there be such a corporation in the Borough of Manhattan, New York City,
qualified and eligible under this Article and willing to act on reasonable
terms. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Purchase Contract Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

     SECTION 7.09. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     (a) No resignation or removal of the Purchase Contract Agent and no
appointment of a successor Purchase Contract Agent pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Purchase Contract Agent in accordance with the applicable requirements of
Section 7.10.

     (b) The Purchase Contract Agent may resign at any time by giving written
notice thereof to the Company 60 days prior to the effective date of such
resignation. If the instrument of acceptance by a successor Purchase Contract
Agent required by Section 7.10 shall not have been delivered to the Purchase
Contract Agent within 30 days after the giving of such notice of resignation,
the resigning Purchase Contract Agent may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Purchase Contract Agent.

     (c) The Purchase Contract Agent may be removed at any time by Act of the
Holders of a majority in number of the Outstanding Securities delivered to the
Purchase Contract Agent and the Company. If the instrument of acceptance by a
successor Purchase Contract Agent required by Section 7.10 shall not have been
delivered to the Purchase Contract Agent within 30 days after the giving of such
notice of resignation, the resigning Purchase Contract Agent may

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petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Purchase Contract Agent.

     (d) If at any time:

            (1)  the Purchase Contract Agent fails to comply with Section 310(b)
     of the TIA, as if the Purchase Contract Agent were an indenture trustee
     under an indenture qualified under the TIA, after written request therefor
     by the Company or by any Holder who has been a bona fide Holder of a
     Security for at least six months;

            (2)  the Purchase Contract Agent shall cease to be eligible under
     Section 7.08 and shall fail to resign after written request therefor by the
     Company or by any such Holder; or

            (3)  the Purchase Contract Agent shall become incapable of acting or
     shall be adjudged a bankrupt or insolvent or a receiver of the Purchase
     Contract Agent or of its property shall be appointed or any public officer
     shall take charge or control of the Purchase Contract Agent or of its
     property or affairs for the purpose of rehabilitation, conservation or
     liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Purchase Contract Agent and the appointment of a successor Purchase
Contract Agent.

     (e) If the Purchase Contract Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Purchase
Contract Agent for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Purchase Contract Agent and shall comply with the applicable
requirements of Section 7.10. If no successor Purchase Contract Agent shall have
been so appointed by the Company and accepted appointment in the manner required
by Section 7.10, any Holder who has been a bona fide Holder of a Security for at
least six months, on behalf of itself and all others similarly situated, or the
Purchase Contract Agent may petition at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Purchase Contract
Agent.

     (f) The Company shall give, or shall cause such successor Purchase
Contract Agent to give, notice of each resignation and each removal of the
Purchase Contract Agent and each appointment of a successor Purchase Contract
Agent by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the applicable
Register. Each notice shall include the name of the successor Purchase Contract
Agent and the address of its Corporate Trust Office.

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     SECTION 7.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     (a) In case of the appointment hereunder of a successor Purchase Contract
Agent, every such successor Purchase Contract Agent so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Purchase Contract
Agent an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Purchase Contract Agent shall become effective and such
successor Purchase Contract Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, agencies and duties of the
retiring Purchase Contract Agent; but, on the request of the Company or the
successor Purchase Contract Agent, such retiring Purchase Contract Agent shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Purchase Contract Agent all the rights, powers and trusts of the
retiring Purchase Contract Agent and shall duly assign, transfer and deliver to
such successor Purchase Contract Agent all property and money held by such
retiring Purchase Contract Agent hereunder.

     (b) Upon request of any such successor Purchase Contract Agent, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Purchase Contract Agent all such
rights, powers and agencies referred to in paragraph 7.10(a) of this Section.

     (c) No successor Purchase Contract Agent shall accept its appointment
unless at the time of such acceptance such successor Purchase Contract Agent
shall be qualified and eligible under this Article.

     SECTION 7.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Purchase Contract
Agent shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, PROVIDED that such
corporation shall be otherwise qualified and eligible under this Article, with
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Certificates shall have been authenticated and
executed on behalf of the Holders, but not delivered, by the Purchase Contract
Agent then in office, any successor by merger, conversion or consolidation to
such Purchase Contract Agent may adopt such authentication and execution and
deliver the Certificates so authenticated and executed with the same effect as
if such successor Purchase Contract Agent had itself authenticated and executed
such Securities.

     SECTION 7.12. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     (a) The Purchase Contract Agent shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders received by the
Purchase Contract Agent in its

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capacity as Security Registrar.

     (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Purchase Contract Agent, and furnish to the Purchase Contract
Agent reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Purchase Contract Agent shall mail to
all the Holders copies of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Purchase Contract Agent of the materials to be mailed and of payment, or
provision for the payment, of the reasonable expenses of such mailing.

     SECTION 7.13. NO OBLIGATIONS OF PURCHASE CONTRACT AGENT.

     Except to the extent otherwise expressly provided in this Agreement, the
Purchase Contract Agent assumes no obligations and shall not be subject to any
liability under this Agreement, the Pledge Agreement or any Purchase Contract in
respect of the obligations of the Holder of any Security thereunder. The Company
agrees, and each Holder of a Certificate, by his or her acceptance thereof,
shall be deemed to have agreed, that the Purchase Contract Agent's execution of
the Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Purchase Contract Agent shall
have no obligation to perform such Purchase Contracts on behalf of the Holders,
except to the extent expressly provided in Article Five hereof. Anything
contained in this Agreement to the contrary notwithstanding, in no event shall
the Purchase Contract Agent or its officers, employees or agents be liable under
this Agreement to any third party for indirect, special, punitive, or
consequential loss or damage of any kind whatsoever, including lost profits,
whether or not the likelihood of such loss or damage was known to the Purchase
Contract Agent, incurred without any act or deed that is found to be
attributable to gross negligence or willful misconduct on the part of the
Purchase Contract Agent.

     SECTION 7.14. TAX COMPLIANCE.

     (a) The Company and the Purchase Contract Agent will comply with all
applicable certification, information reporting and withholding (including
"backup" withholding) requirements imposed by applicable tax laws, regulations
or administrative practice with respect to (i) any payments made with respect to
the Securities or (ii) the issuance, delivery, holding, transfer, redemption or
exercise of rights under the Securities. Such compliance shall include, without
limitation, the preparation and timely filing of required returns and the timely
payment of all amounts required to be withheld to the appropriate taxing
authority or its designated agent.

     (b) The Purchase Contract Agent shall comply in accordance with the terms
hereof with any written direction received from the Company with respect to the
execution or certification of any required documentation and the application of
such requirements to particular payments or

                                       65
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Holders or in other particular circumstances, and may for purposes of this
Agreement conclusively rely on any such direction in accordance with the
provisions of Section 7.01(a)(2) hereof.

     (c) The Purchase Contract Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.

                                    ARTICLE 8
                             SUPPLEMENTAL AGREEMENTS

     SECTION 8.01. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Company and the Purchase Contract
Agent, at any time and from time to time, may enter into one or more agreements
supplemental hereto, in form satisfactory to the Company and the Purchase
Contract Agent, to:

            (1)  evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company herein
     and in the Certificates;

            (2)  evidence and provide for the acceptance of appointment
     hereunder by a successor Purchase Contract Agent;

            (3)  add to the covenants of the Company for the benefit of the
     Holders, or surrender any right or power herein conferred upon the Company;

            (4)  make provision with respect to the rights of Holders pursuant
     to the requirements of Section 5.04(b); or

            (5)  except as provided for in Section 5.04, cure any ambiguity,
     correct or supplement any provisions herein which may be inconsistent with
     any other provisions herein, or make any other provisions with respect to
     such matters or questions arising under this Agreement, PROVIDED that such
     action shall not adversely affect the interests of the Holders.

     SECTION 8.02. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than a majority of the
outstanding Securities voting together as one class, by Act of said Holders
delivered to the Company and the Purchase

                                       66
<Page>

Contract Agent, the Company, when authorized by a Board Resolution, and the
Purchase Contract Agent may enter into an agreement or agreements supplemental
hereto for the purpose of modifying in any manner the terms of the Purchase
Contracts, or the provisions of this Agreement or the rights of the Holders in
respect of the Securities; PROVIDED, HOWEVER, that, except as contemplated
herein, no such supplemental agreement shall, without the unanimous consent of
the Holders of each outstanding Purchase Contract affected thereby,

            (1)  change any Payment Date;

            (2)  change the amount or the type of Collateral required to be
     Pledged to secure a Holder's obligations under the Purchase Contract,
     impair the right of the Holder of any Purchase Contract to receive
     distributions on the related Collateral (except for the rights of Holders
     of Stock Purchase Units to substitute Treasury Securities for the Pledged
     Preferred Securities or Pledged [Subordinated] Notes or the rights of
     Holders of Treasury Stock Purchase Units to substitute Preferred Securities
     or [Subordinated] Notes for the Pledged Treasury Securities) or otherwise
     adversely affect the Holder's rights in or to such Collateral or adversely
     alter the rights in or to such Collateral;

            (3)  impair the right to institute suit for the enforcement of any
     Purchase Contract;

            (4)  reduce the number of shares of Common Stock to be purchased
     pursuant to any Purchase Contract, increase the price to purchase shares of
     Common Stock upon settlement of any Purchase Contract or change the
     Purchase Contract Settlement Date;

            (5)  reduce the percentage of the outstanding Purchase Contracts the
     consent of whose Holders is required for any such supplemental agreement;
     or

            (6)  reduce any Purchase Contract Payments or change any place
     where, or the coin or currency in which, any Purchase Contract Payment is
     payable;

PROVIDED that if any amendment or proposal referred to above would adversely
affect only the Stock Purchase Units or the Treasury Stock Purchase Units, then
only the affected class of Holders as of the record date for the Holders
entitled to vote thereon will be entitled to vote on such amendment or proposal,
and such amendment or proposal shall not be effective except with the consent of
Holders of not less than a majority of such class; and PROVIDED, FURTHER, that
the unanimous consent of the Holders of each outstanding Purchase Contract of
such class affected thereby shall be required to approve any amendment or
proposal specified in clauses (1) through (6) above.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

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     SECTION 8.03. EXECUTION OF SUPPLEMENTAL AGREEMENTS.

     In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Purchase Contract Agent shall be
provided, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Agreement and that any and all conditions precedent to the execution and
delivery of such supplemental agreement have been satisfied. The Purchase
Contract Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Purchase Contract Agent's own rights,
duties or immunities under this Agreement or otherwise.

     SECTION 8.04. EFFECT OF SUPPLEMENTAL AGREEMENTS.

     Upon the execution of any supplemental agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder, shall be bound thereby.

     SECTION 8.05. REFERENCE TO SUPPLEMENTAL AGREEMENTS.

     Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any supplemental agreement pursuant to this Article may,
and shall if required by the Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract Agent as to any matter provided for in such
supplemental agreement. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Purchase Contract Agent and the
Company, to any such supplemental agreement may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by
the Purchase Contract Agent in exchange for outstanding Certificates.

                                    ARTICLE 9
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 9.01. COVENANT NOT TO CONSOLIDATE, MERGE, CONVEY, TRANSFER OR LEASE
PROPERTY EXCEPT UNDER CERTAIN CONDITIONS.

     The Company covenants that it will not consolidate with or merge into any
other corporation or convey, transfer or lease all or substantially all of its
properties and assets to any Person, unless:

            (i)  the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance or transfer,
     or which leases, all or

                                       68
<Page>

     substantially all of the Company's properties and assets shall be a
     corporation organized and existing under the laws of the United States of
     America or a State thereof or the District of Columbia and such corporation
     shall expressly assume all the obligations of the Company under the
     Purchase Contracts, this Agreement and the Pledge Agreement by one or more
     supplemental agreements in form reasonably satisfactory to the Purchase
     Contract Agent and the Collateral Agent, executed and delivered to the
     Purchase Contract Agent and the Collateral Agent by such corporation; and

           (ii)  the Company or such successor corporation, as the case may be,
     shall not, immediately after such consolidation, merger, conveyance,
     transfer or lease, be in default in the performance of any covenant or
     condition hereunder, under any of the Securities or under the Pledge
     Agreement.

     SECTION 9.02. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

     In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.01, such successor
corporation shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of Cinergy Corp., any or all of the Certificates evidencing Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Purchase Contract Agent; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Purchase Contract
Agent shall authenticate and execute on behalf of the Holders and deliver any
Certificates which previously shall have been signed and delivered by the
officers of the Company to the Purchase Contract Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

     In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance such change in phraseology and form
(but not in substance) may be made in the Certificates evidencing Securities
thereafter to be issued as may be appropriate.

     SECTION 9.03. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL GIVEN TO
PURCHASE CONTRACT AGENT.

     The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale, assignment,
transfer, lease or conveyance, and any such

                                       69
<Page>

assumption, complies with the provisions of this Article and that all conditions
precedent to the consummation of any such merger, consolidation, share exchange,
sale, assignment, transfer, lease or conveyance have been met.

                                   ARTICLE 10
                                    COVENANTS

     SECTION 10.01.  PERFORMANCE UNDER PURCHASE CONTRACTS.

     The Company covenants and agrees for the benefit of the Holders from time
to time of the Securities that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

     SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in the Borough of Manhattan, New York City an
office or agency where Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement of the Purchase Contracts
on the Purchase Contract Settlement Date or Early Settlement and for transfer of
Collateral upon occurrence of a Termination Event, where Certificates may be
surrendered for registration of transfer or exchange, for a Collateral
Substitution or reestablishment of Stock Purchase Units and where notices and
demands to or upon the Company in respect of the Securities and this Agreement
may be served. The Company will give prompt written notice to the Purchase
Contract Agent of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Purchase Contract Agent with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office, and the Company hereby appoints the
Purchase Contract Agent as its agent to receive all such presentations,
surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where Certificates may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, New York City for such purposes. The Company will give prompt written
notice to the Purchase Contract Agent of any such designation or rescission and
of any change in the location of any such other office or agency. The Company
hereby designates as the place of payment for the Securities the Corporate Trust
Office and appoints the Purchase Contract Agent at its Corporate Trust Office as
paying agent in such city.

                                       70
<Page>

     SECTION 10.03. COMPANY TO RESERVE COMMON STOCK.

     The Company shall at all times prior to the Purchase Contract Settlement
Date reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock the full number of shares of Common Stock
issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Securities evidenced by Outstanding Certificates.

     SECTION 10.04. COVENANTS AS TO COMMON STOCK.

     The Company covenants that all shares of Common Stock which may be issued
against tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Securities will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable.

     SECTION 10.05. STATEMENTS OF OFFICERS OF THE COMPANY AS TO DEFAULT.

     The Company will deliver to the Purchase Contract Agent, within 120 days
after the end of each fiscal year of the Company (which as of the date hereof is
December 31) ending after the date hereof, an Officers' Certificate (one of the
signers of which shall be the principal executive officer, principal financial
officer or principal accounting officer of the Company), stating whether or not
to the knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions
hereof, and if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.

     SECTION 10.06. ERISA.

     Each Holder from time to time of the Securities that is a Plan hereby
represents that its acquisition of the Stock Purchase Units and the holding of
the same satisfies the applicable fiduciary requirements of ERISA and that it is
entitled to exemption relief from the prohibited transaction provisions of ERISA
and the Code in accordance with one or more prohibited transaction exemptions or
otherwise will not result in a nonexempt prohibited transaction.

                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       71
<Page>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                          CINERGY CORP.


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                          [                                 ],
                                          as Purchase Contract Agent


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

<Page>

                                                                       EXHIBIT A

                    FACE OF STOCK PURCHASE UNITS CERTIFICATE

     [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. ____                                                  CUSIP No._____________
Number of Stock Purchase Units:______________

                                  CINERGY CORP.
                               CC FUNDING TRUST II
                              STOCK PURCHASE UNITS

     This Stock Purchase Units Certificate certifies that ___________________ is
the registered Holder of the number of Stock Purchase Units set forth above.
Each Stock Purchase Unit consists of (i) either (a) the beneficial ownership by
the Holder of one Preferred Security (the "PREFERRED SECURITY") of CC Funding
Trust II, a Delaware statutory trust (the "TRUST"), having a stated liquidation
amount of $    , subject to the Pledge of such Preferred Security by such Holder
pursuant to the Pledge Agreement, or (b) upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the appropriate
Applicable

<Page>

Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and
(ii) the rights and obligations of the Holder under one Purchase Contract with
Cinergy Corp., a Delaware corporation (the "COMPANY"). All capitalized terms
used herein which are defined in the Purchase Contract Agreement (as defined on
the reverse hereof) have the meaning set forth therein.

     Pursuant to the Pledge Agreement, the Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of each Stock Purchase Unit evidenced hereby has been pledged
to the Collateral Agent, for the benefit of the Company, to secure the
obligations of the Holder under the Purchase Contract comprising part of such
Stock Purchase Unit.

     The Pledge Agreement provides that all payments of the liquidation amount
with respect to any of the Pledged Preferred Securities or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, or cash distributions
on any Pledged Preferred Securities (as defined in the Pledge Agreement) or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of the Stock Purchase Units received by the Securities
Intermediary shall be paid by wire transfer in same day funds (i) in the case of
(A) cash distributions with respect to Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, and (B)
any payments of the liquidation amount with respect to any Preferred Securities
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be, that
have been released from the Pledge pursuant to the Pledge Agreement, to the
Purchase Contract Agent to the account designated by the Purchase Contract
Agent, no later than 2:00 p.m., New York City time, on the Business Day such
payment is received by the Securities Intermediary (PROVIDED that in the event
such payment is received by the Securities Intermediary on a day that is not a
Business Day or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on the
next succeeding Business Day) and (ii) in the case of payments of the
liquidation amount with respect to any of the Pledged Preferred Securities or
the appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, to the Company on the
Purchase Contract Settlement Date (as described herein) in accordance with the
terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Stock Purchase Units of which such Pledged
Preferred Securities or the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, are a part under the Purchase Contracts forming a part of such
Stock Purchase Units. Distributions on any Preferred Security or the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio, as the case may be, forming part of a
Stock Purchase Unit evidenced hereby, which are payable quarterly in arrears on
_______________, ___________________, ________________, and ________________ of
each year, commencing

                                       A-2
<Page>

______________, 2003 (a "PAYMENT DATE"), shall, subject to receipt thereof by
the Purchase Contract Agent from the Securities Intermediary, be paid to the
Person in whose name this Stock Purchase Unit Certificate (or a Predecessor
Stock Purchase Unit Certificate) is registered at the close of business on the
Record Date for such Payment Date.

     Each Purchase Contract evidenced hereby obligates the Holder of this Stock
Purchase Units Certificate to purchase, and the Company to sell, on
_________________ (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to
$25 (the "STATED AMOUNT"), a number of shares of Common Stock, without par value
("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless on or
prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Stock Purchase Unit
of which such Purchase Contract is a part, all as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof. The purchase
price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant
to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid
on the Purchase Contract Settlement Date by application of payment received in
respect of the liquidation amount with respect to any Pledged Preferred
Securities pursuant to the Remarketing or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, pledged to secure the obligations under
such Purchase Contract of the Holder of the Stock Purchase Unit of which such
Purchase Contract is a part.

     The Company shall pay, on each Payment Date, in respect of each Purchase
Contract forming part of a Stock Purchase Unit evidenced hereby, an amount (the
"PURCHASE CONTRACT PAYMENTS") equal to ___% per year of the Stated Amount. Such
Purchase Contract Payments shall be payable to the Person in whose name this
Stock Purchase Units Certificate is registered at the close of business on the
Record Date for such Payment Date. The Company may, at its option, defer such
Purchase Contract Payments.

     Distributions on the Preferred Securities and the Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) and the
Purchase Contract Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address appears on
the Security Register.

     Reference is hereby made to the further provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this Stock Purchase Units
Certificate shall not be entitled to any benefit under the Pledge Agreement or
the Purchase Contract Agreement or be valid or obligatory for any purpose.

                                       A-3
<Page>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        CINERGY CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HOLDER SPECIFIED ABOVE (as to
                                        obligations of such Holder under the
                                        Purchase Contracts)


                                        By:[                               ],
                                        not individually but solely as
                                        Attorney-in-Fact of such Holder

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

DATED:
      ------------------

                                       A-4
<Page>

                          CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT

     This is one of the Stock Purchase Units Certificates referred to in the
within mentioned Purchase Contract Agreement.

                                        By: [                              ],
                                        as Purchase Contract Agent


                                        By:
                                            ------------------------------------
                                                    Authorized Signatory
Dated:
      --------------------

                                       A-5
<Page>

              (FORM OF REVERSE OF STOCK PURCHASE UNITS CERTIFICATE)

     Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of _____________, 2003 (as may be supplemented from time to
time, the "PURCHASE CONTRACT AGREEMENT"), between the Company and [           ],
as Purchase Contract Agent (including its successors hereunder, the "PURCHASE
CONTRACT AGENT"), to which Purchase Contract Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Purchase Contract Agent, the Company, and the Holders and of the terms upon
which the Stock Purchase Units Certificates are, and are to be, executed and
delivered.

     Unless a Cash Settlement or an Early Settlement has occurred, each Purchase
Contract evidenced hereby obligates the Holder of this Stock Purchase Units
Certificate to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "PURCHASE PRICE"), a
number of shares of Common Stock equal to the Settlement Rate, unless, prior to
or on the Purchase Contract Settlement Date, there shall have occurred a
Termination Event with respect to the Security of which such Purchase Contract
is a part or an Early Settlement shall have occurred. The "SETTLEMENT RATE" is
equal to:

          (1) if the Applicable Market Value (as defined below) is greater than
     or equal to $______ (the "THRESHOLD APPRECIATION PRICE"), _____ shares of
     Common Stock per Purchase Contract;

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $______ (the "REFERENCE PRICE"), the
     number of shares of Common Stock per Purchase Contract having a value,
     based on the Applicable Market Value, equal to $25; and

          (3) if the Applicable Market Value is less than or equal to the
     Reference Price, _____ share of Common Stock per Purchase Contract,

in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

     No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

     Each Purchase Contract evidenced hereby, which is settled either through
Early Settlement or Cash Settlement, shall obligate the Holder of the related
Stock Purchase Unit to purchase at the Purchase Price, and the Company to sell,
a number of shares of Common Stock equal to the Early Settlement Rate or
Settlement Rate, as applicable.

                                       A-6
<Page>

     The "APPLICABLE MARKET VALUE" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

     The "CLOSING PRICE" per share of Common Stock on any date of determination
means:

          (1) the closing sale price as of the close of the principal trading
     session (or, if no closing price is reported, the last reported sale price)
     per share on the New York Stock Exchange, Inc. (the "NYSE") on such date;

          (2) if Common Stock is not listed for trading on the NYSE on any such
     date, the closing sale price per share as reported in the composite
     transactions for the principal United States securities exchange on which
     Common Stock is so listed;

          (3) if Common Stock is not so listed on a United States national or
     regional securities exchange, the closing sale price per share as reported
     by The Nasdaq National Market;

          (4) if Common Stock is not so reported, the last quoted bid price for
     Common Stock in the over-the-counter market as reported by the National
     Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices of Common Stock on such date from at least
     three nationally recognized independent investment banking firms retained
     for this purpose by the Company.

     A "TRADING DAY" means a day on which Common Stock (1) is not suspended from
trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of Common
Stock.

     In accordance with the terms of the Purchase Contract Agreement, the Holder
of this Stock Purchase Units Certificate may pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement or an Early Settlement or from the
proceeds of the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio or a Remarketing of the
related Pledged Preferred Securities. A Holder of Stock Purchase Units who does
not effect, on or prior to 11:00 a.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date (or in the event
a Tax Event Redemption has occurred, the Business Day prior to the Purchase
Contract Settlement Date), an effective Cash Settlement, or who does not effect
on or prior to 5:00 p.m. (New York City time) on the seventh Business Day prior
to the Purchase Contract Settlement Date an effective Early Settlement, shall
pay the

                                       A-7
<Page>

Purchase Price for the shares of Common Stock to be delivered under the related
Purchase Contract from the proceeds of the sale of the related Pledged Preferred
Securities held by the Collateral Agent. Such sale will be made by the
Remarketing Agent pursuant to the terms of the Remarketing Agreement on the
third Business Day prior to the Purchase Contract Settlement Date. If, as
provided in the Purchase Contract Agreement, upon the occurrence of a Failed
Remarketing, the Collateral Agent, for the benefit of the Company, exercises its
rights as a secured creditor with respect to the Pledged Preferred Securities
related to this Stock Purchase Units certificate, any accrued and unpaid
distributions on such Pledged Preferred Securities will become payable by the
Company to the holder of this Stock Purchase Units Certificate in the manner
provided for in the Purchase Contract Agreement.

     The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased thereunder in the manner herein set
forth.

     Each Purchase Contract evidenced hereby and all obligations and rights of
the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Pledged Preferred
Security or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio forming a
part of each Stock Purchase Unit from the Pledge. A Stock Purchase Unit shall
thereafter represent the right to receive the Preferred Security or the
appropriate Applicable Ownership Interest of the Treasury Portfolio forming a
part of such Stock Purchase Unit in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement.

     Under the terms of the Pledge Agreement, the Purchase Contract Agent will
be entitled to exercise the voting and any other consensual rights pertaining to
the Pledged Preferred Securities. Upon receipt of notice of any meeting at which
holders of Preferred Securities are entitled to vote or upon the solicitation of
consents, waivers or proxies of holders of Preferred Securities, the Purchase
Contract Agent shall, as soon as practicable thereafter, mail to the Stock
Purchase Units Holders a notice:

          (1) containing such information as is contained in the notice or
     solicitation;

          (2) stating that each Stock Purchase Unit Holder on the record date
     set by the Purchase Contract Agent therefor (which, to the extent possible,
     shall be the same date as the record date for determining the holders of
     Preferred Securities entitled to vote) shall be entitled to instruct the
     Purchase Contract Agent as to the exercise of the voting rights pertaining
     to the Preferred Securities constituting a part of such Holder's Stock
     Purchase Unit; and

                                       A-8
<Page>

          (3) stating the manner in which such instructions may be given.

Upon the written request of the Stock Purchase Unit Holders on such record date,
the Purchase Contract Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Preferred Securities as to which any particular
voting instructions are received. In the absence of specific instructions from
the Holder of a Stock Purchase Unit, the Purchase Contract Agent shall abstain
from voting the Preferred Security evidenced by such Stock Purchase Unit.

     Upon the dissolution and liquidation of the Trust, an aggregate principal
amount of the [Subordinated] Notes constituting the assets of the Trust and
underlying the Preferred Securities equal to the aggregate liquidation amount of
the Pledged Preferred Securities shall be delivered to the Securities
Intermediary in exchange for the Pledged Preferred Securities. Thereafter, the
[Subordinated] Notes shall be held by the Securities Intermediary to secure the
obligations of each Holder of Stock Purchase Units to purchase shares of Common
Stock under the Purchase Contracts constituting a part of such Stock Purchase
Units.

     Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the [Subordinated] Notes as provided for in the Declaration, an amount
equal to the Liquidation Distribution shall be deposited in the Collateral
Account in exchange for the Pledged Preferred Securities. Thereafter, pursuant
to the terms of the Pledge Agreement, the Collateral Agent shall cause the
Securities Intermediary to apply an amount equal to the Redemption Amount of
such Liquidation Distribution to purchase on behalf of the Holders of Stock
Purchase Units the Treasury Portfolio and promptly remit the remaining portion
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders of such Stock Purchase Units. The Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio will be substituted as Collateral for the Pledged Preferred Securities
and will be held by the Collateral Agent in accordance with the terms of the
Pledge Agreement to secure the obligation of each Holder of a Stock Purchase
Unit to purchase the Common Stock of the Company under the Purchase Contract
constituting a part of such Stock Purchase Unit.

     Following the dissolution and liquidation of the Trust, the Holders and the
Collateral Agent shall have such security interests, rights and obligations with
respect to the [Subordinated] Notes or the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, as the Holders and the Collateral Agent had in
respect of the Pledged Preferred Securities, any reference herein to the
Preferred Securities shall be deemed to be a reference to the [Subordinated]
Notes or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, and any
reference herein to the liquidation amount of the Preferred Securities shall be
deemed to be a reference to the principal amount of the [Subordinated] Notes or
the Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the

                                       A-9
<Page>

Treasury Portfolio, as the case may be.

     Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount plus any
accumulated and unpaid distributions payable on the Tax Event Redemption Date
with respect to the Applicable Principal Amount shall be deposited in the
Collateral Account in exchange for the Pledged Preferred Securities. Thereafter,
pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause
the Securities Intermediary to apply an amount equal to the Redemption Amount of
such funds to purchase on behalf of the Holders of Stock Purchase Units, the
Treasury Portfolio and promptly (a) transfer the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio to the Collateral Account to secure the obligations of each Holder of
Stock Purchase Units to purchase shares of Common Stock under the Purchase
Contracts constituting a part of such Stock Purchase Units, (b) transfer the
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio to the Purchase Contract Agent for the
benefit of the Holders of such Stock Purchase Units and (C) remit the remaining
portion of such funds to the Purchase Contract Agent for payment to the Holders
of such Stock Purchase Units.

     Following the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, the Holders of Stock Purchase Units and the Collateral
Agent shall have such security interest rights and obligations with respect to
the Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the Treasury Portfolio as the Holder of Stock Purchase Units
and the Collateral Agent had in respect of the Preferred Securities or
[Subordinated] Notes, as the case may be, subject to the Pledge thereof as
provided in the Pledge Agreement and any reference herein to the Preferred
Securities shall be deemed to be a reference to such Treasury Portfolio.

     The Stock Purchase Certificates are issuable only in registered form and
only in denominations of a single Stock Purchase Unit and any integral multiple
thereof. The transfer of any Stock Purchase Units Certificate will be registered
and Stock Purchase Units Certificates may be exchanged as provided in the
Purchase Contract Agreement. The Security Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the Purchase Contract Agent may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. A Holder who
elects to substitute a Treasury Security for Preferred Securities, thereby
creating Treasury Stock Purchase Units, shall be responsible for any fees or
expenses payable in connection therewith. Except as provided in the Purchase
Contract Agreement, for so long as the Purchase Contract underlying a Stock
Purchase Unit remains in effect, such Stock Purchase Unit shall not be separable
into its constituent parts, and the rights and obligations of the Holder of such
Stock Purchase Unit in respect of the Preferred Securities and Purchase Contract
constituting such Stock Purchase Unit may be transferred and exchanged only as a
Stock Purchase Unit.

                                      A-10
<Page>

     The Holder of Stock Purchase Units may substitute for the Pledged Preferred
Securities securing such Holder's obligations under the related Purchase
Contracts Treasury Securities in an aggregate principal amount equal to the
aggregate liquidation amount of the Pledged Preferred Securities in accordance
with the terms of the Purchase Contract Agreement and the Pledge Agreement. From
and after such Collateral Substitution, each Security for which such Pledged
Treasury Securities secures the Holder's obligation under the Purchase Contract
shall be referred to as a "TREASURY STOCK PURCHASE UNIT". A Holder may make such
Collateral Substitution only in integral multiples of 40 Stock Purchase Units
for 40 Treasury Stock Purchase Units.

     A Holder of Treasury Stock Purchase Units may recreate Stock Purchase Units
by delivering to the Securities Intermediary Preferred Securities with an
aggregate liquidation amount equal to the aggregate principal amount at maturity
of the Pledged Treasury Securities in exchange for the release of such Pledged
Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. A Holder may recreate Stock Purchase Units
only in integral multiples of 40 Treasury Stock Purchase Units for 40 Stock
Purchase Units.

     If a Tax Event Redemption has occurred, a Stock Purchase Unit Holder may
not create Treasury Stock Purchase Units, and a Treasury Stock Purchase Unit
Holder may not recreate a Stock Purchase Unit.

     The Company shall pay, on each Payment Date, the Purchase Contract Payments
payable in respect of each Purchase Contract to the Person in whose name the
Stock Purchase Units Certificate evidencing such Purchase Contract is registered
at the close of business on the Record Date for such Payment Date. Purchase
Contract Payments will be payable at the office of the Purchase Contract Agent
in New York City or, at the option of the Holder, by check mailed to the address
of the Person entitled thereto at such address as it appears on the Security
Register.

     The Company has the right to defer payment of all or part of the Purchase
Contract Payments in respect of each Purchase Contract until no later than the
Purchase Contract Settlement Date. If the Company so elects to defer Purchase
Contract Payments, the Company shall pay additional Purchase Contract Payments
on such deferred installments of Purchase Contract Payments at a rate equal to
___% per annum, compounding quarterly, until such deferred installments are
paid. In the event that the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date, each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments.

     The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Purchase Contract
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract

                                      A-11
<Page>

Agent or the Company, if, on or prior to the Purchase Contract Settlement Date,
a Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Security
Register. Upon and after the occurrence of a Termination Event, the Collateral
Agent shall release the Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as the case may be, from the Pledge in accordance
with the provisions of the Pledge Agreement.

     Subject to and upon compliance with the provisions of the Purchase Contract
Agreement, at the option of the Holder thereof, Purchase Contracts underlying
Securities may be settled early ("EARLY SETTLEMENT") as provided in the Purchase
Contract Agreement. In order to exercise the right to effect Early Settlement
with respect to any Purchase Contracts evidenced by this Stock Purchase Units
Certificate, the Holder of this Stock Purchase Units Certificate shall deliver
to the Purchase Contract Agent at the Corporate Trust Office an Election to
Settle Early form set forth below and any other documents requested by the
Purchase Contract Agent duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "EARLY SETTLEMENT AMOUNT") equal to (i) the product of (A) $25 times (B)
the number of Purchase Contracts with respect to which the Holder has elected to
effect Early Settlement, plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date for any Payment Date to the opening of business on such Payment Date, an
amount equal to the Purchase Contract Payments payable on such Payment Date with
respect to such Purchase Contracts.

     Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Preferred Securities, Pledged [Subordinated] Notes or
the appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
underlying such Securities shall be released from the Pledge as provided in the
Pledge Agreement and the Holder shall be entitled to receive a number of shares
of Common Stock on account of each Purchase Contract forming part of a Stock
Purchase Unit as to which Early Settlement is effected equal to ______ share of
Common Stock per Purchase Contract (the "EARLY SETTLEMENT RATE"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted as provided in the Purchase Contract Agreement.

     Upon registration of transfer of this Stock Purchase Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Stock Purchase Units Certificate. The Company covenants and
agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees,
to be bound by the provisions of this paragraph.

                                      A-12
<Page>

     The Holder of this Stock Purchase Units Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Stock Purchase Units evidenced
hereby on its behalf as its attorney-in-fact, expressly withholds any consent to
the assumption (i.e., affirmance) of the Purchase Contracts by the Company or
its trustee in the event that the Company becomes the subject of a case under
the Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform his obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as the case may be, underlying this Stock Purchase
Units Certificate pursuant to the Pledge Agreement. The Holder further covenants
and agrees that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments in respect to the aggregate liquidation amount of the Pledged Preferred
Securities or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

     Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

     The Purchase Contracts shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to conflicts of laws
principles thereof.

     The Company, the Purchase Contract Agent and its Affiliates and any agent
of the Company or the Purchase Contract Agent may treat the Person in whose name
this Stock Purchase Units Certificate is registered as the owner of the Stock
Purchase Units evidenced hereby for the purpose of receiving payments of
distributions payable quarterly on the Preferred Securities, receiving payments
of Purchase Contract Payments, performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent nor any such agent shall be affected by notice to
the contrary.

     The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

     A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.

                                      A-13
<Page>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                   as tenants in common
UNIF GIFT MIN ACT:         ___________________ Custodian _____________________
                                 (cust)                        (minor)
                           Under Uniform Gifts to Minors Act of  __________
                           _____________________________________________________

TENANT:                    as tenants by the entireties

JT TEN:                    as joint tenants with right of survivorship and not
                           as tenants in common

Additional abbreviations may also be used though not in the above list.

                                   ----------

  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                                      unto
________________________________________________________________________________
      (Please insert Social Security or Taxpayer I.D. or other Identifying
                               Number of Assignee)

________________________________________________________________________________
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Stock Purchase Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Stock Purchase Units Certificates on the books of Cinergy Corp., and CC
Funding Trust II with full power of substitution in the premises.

Dated:                                  Signature
      ------------------------------             -------------------------------

                                        NOTICE: The signature to this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within
                                        Stock Purchase Units Certificates in
                                        every particular, without alteration or
                                        enlargement or any change whatsoever.

           Signature Guarantee:
                                -------------------------------------

                                      A-14
<Page>

                             SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Stock Purchase Units
evidenced by this Stock Purchase Units Certificate be registered in the name of,
and delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.


Dated:
      --------------------------------    --------------------------------------
                                          Signature
                                          Signature Guarantee:
                                                              ------------------
                                          (if assigned to another person)

If shares are to be registered in the
name of and delivered to a Person         REGISTERED HOLDER
other than the Holder, please (i)
print such Person's name and address
and (ii) provide a guarantee of your      Please print name and address of
signature:                                Registered Holder:

--------------------------------------    --------------------------------------
Name                                      Name

--------------------------------------    --------------------------------------
Address                                   Address
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------

Social Security or other
Taxpayer Identification
Number, if any                            --------------------------------------

                                      A-15
<Page>

                            ELECTION TO SETTLE EARLY

     The undersigned Holder of this Stock Purchase Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Stock Purchase Units evidenced by this Stock
Purchase Units Certificate specified below. The undersigned Holder directs that
a certificate for shares of Common Stock deliverable upon such Early Settlement
be registered in the name of, and delivered, together with a check in payment
for any fractional share and any Stock Purchase Units Certificate representing
any Stock Purchase Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is not effected, to the undersigned at the address
indicated below unless a different name and address have been indicated below.
Pledged Preferred Securities, Pledged [Subordinated] Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
deliverable upon such Early Settlement will be transferred in accordance with
the transfer instructions set forth below. If shares are to be registered in the
name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.

Dated:
       -------------------------------    --------------------------------------
                                          Signature

Signature Guarantee:
                     ---------------------

                                      A-16
<Page>

     Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or Stock        REGISTERED HOLDER
Purchase Units Certificates are to be
registered in the name of and
delivered to and Pledged Preferred
Securities, Pledged [Subordinated]
Notes or the Applicable Ownership
Interest of the Treasury Portfolio, as
the case may be, are to be transferred
to a Person other than the Holder,
please print such Person's name and
address:

                                          Please print name and address of
                                          Registered Holder:


--------------------------------------    --------------------------------------
Name                                      Name

--------------------------------------    --------------------------------------
Address                                   Address
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------

Social Security or other
Taxpayer Identification

Number, if any                            --------------------------------------

                                      A-17
<Page>

Transfer Instructions for Pledged Preferred Securities or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, transferable
upon Early Settlement or a Termination Event:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                      A-18
<Page>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


The following increases or decreases in this Global Certificate have been made:

<Table>
<Caption>
                                                                          Number of Stock
                         Amount of increase in  Amount of decrease in     Purchase Units
                            Number of Stock        Number of Stock       evidenced by this
Date                        Purchase Units         Purchase Units       Global Certificate    Signature of authorized
                           evidenced by the       evidenced by the        following such      signatory of Trustee or
                          Global Certificate     Global Certificate    decrease or increase   Securities Custodian
<S>                      <C>                    <C>                    <C>                    <C>
--------------------------------------------------------------------------------------------------------------------

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</Table>

<Page>

                                                                       EXHIBIT B

                   FACE OF TREASURY STOCK PURCHASE CERTIFICATE

     [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. ____                                                  CUSIP No._____________
Number of Treasury Stock Purchase Units:___________

                                  CINERGY CORP.
                               CC FUNDING TRUST II
                          TREASURY STOCK PURCHASE UNITS

     This Treasury Stock Purchase Units Certificate certifies that
__________________ is the registered Holder of the number of Treasury Stock
Purchase Units set forth above. Each Treasury Stock Purchase Unit consists of
(i) a 1/40 undivided beneficial ownership interest of a Treasury Security having
a principal amount at maturity equal to $1,000, subject to the Pledge of such
Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the
rights and obligations of the Holder under one Purchase Contract with Cinergy
Corp., a Delaware

<Page>

corporation (the "COMPANY"). All capitalized terms used herein which are defined
in the Purchase Contract Agreement (as defined on the reverse hereof) have the
meaning set forth therein.

     Pursuant to the Pledge Agreement, the Treasury Securities constituting part
of each Treasury Stock Purchase Unit evidenced hereby have been pledged to the
Collateral Agent, for the benefit of the Company, to secure the obligations of
the Holder under the Purchase Contract comprising part of such Treasury Stock
Purchase Unit. Each Purchase Contract evidenced hereby obligates the Holder of
this Treasury Stock Purchase Units Certificate to purchase, and the Company, to
sell, on _____________ (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price
equal to $25 (the "STATED AMOUNT"), a number of shares of Common Stock, without
par value ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless
prior to or on the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Treasury Stock
Purchase Unit of which such Purchase Contract is a part, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. The
purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Purchase Contract Settlement Date by application of the proceeds
from the Treasury Securities at maturity pledged to secure the obligations of
the Holder under such Purchase Contract of the Treasury Stock Purchase Unit of
which such Purchase Contract is a part.

     The Company shall pay, on each Payment Date, in respect of each Purchase
Contract forming part of a Treasury Stock Purchase Unit evidenced hereby, an
amount (the "PURCHASE CONTRACT PAYMENTS") equal to ___% per year of the Stated
Amount. Such Purchase Contract Payments shall be payable to the Person in whose
name this Treasury Stock Purchase Units Certificate is registered at the close
of business on the Record Date for such Payment Date. The Company may, at its
option, defer such Purchase Contract Payments.

     Distributions on the Preferred Securities and the Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) and the
Purchase Contract Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address appears on
the Security Register.

     Reference is hereby made to the further provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this Treasury Stock Purchase Units
Certificate shall not be entitled to any benefit under the Pledge Agreement or
the Purchase Contract Agreement or be valid or obligatory for any purpose.

                                       B-2
<Page>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                          CINERGY CORP.


                                          By:
                                              Name:
                                              Title:


                                          HOLDER SPECIFIED ABOVE (as to
                                          obligations of such Holder under the
                                          Purchase Contracts)


                                          By:[                             ],
                                              not individually but solely as
                                              Attorney-in-Fact of such Holder


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

Dated:
      ---------------------

                                       B-3
<Page>

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

     This is one of the Treasury Stock Purchase Units referred to in the
within-mentioned Purchase Contract Agreement.

                                          By:[                              ],
                                              as Purchase Contract Agent


                                          By:
                                             -----------------------------------
                                              Authorized Signatory

Dated:
      -----------------

                                       B-4
<Page>

             (REVERSE OF TREASURY STOCK PURCHASE UNITS CERTIFICATE)

     Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of ___________, 2003 (as may be supplemented from time to
time, the "PURCHASE CONTRACT AGREEMENT") between the Company and [            ],
as Purchase Contract Agent (including its successors thereunder, herein called
the "PURCHASE CONTRACT AGENT"), to which the Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Purchase Contract Agent, the Company and the Holders and of
the terms upon which the Treasury Stock Purchase Units Certificates are, and are
to be, executed and delivered.

     Unless a Cash Settlement or an Early Settlement has occurred, each Purchase
Contract evidenced hereby obligates the Holder of this Treasury Stock Purchase
Units Certificate to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "PURCHASE PRICE") a
number of shares of Common Stock equal to the Settlement Rate, unless prior to
the Purchase Contract Settlement Date, there shall have occurred a Termination
Event with respect to the Security of which such Purchase Contract is a part or
an Early Settlement shall have occurred. The "SETTLEMENT RATE" is equal to:

          (1) if the Applicable Market Value (as defined below) is greater than
     or equal to $______ (the "THRESHOLD APPRECIATION PRICE"), ______ share of
     Common Stock per Purchase Contract;

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $______ (the "REFERENCE PRICE"), the
     number of shares of Common Stock per Purchase Contract having a value,
     based on the Applicable Market Value, equal to $25; and

          (3) if the Applicable Market Value is less than or equal to the
     Reference Price, then ______ share of Common Stock per Purchase Contract,

     in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

     No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

     Each Purchase Contract evidenced hereby, which is settled either through
Early Settlement or Cash Settlement, shall obligate the Holder of the related
Treasury Stock Purchase Unit to purchase at the Purchase Price for cash, and the
Company to sell, a number of shares of Common Stock equal to the Early
Settlement Rate or the Settlement Rate, as applicable.

                                       B-5
<Page>

     The "APPLICABLE MARKET VALUE" means the average of the Closing Prices per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

     The "CLOSING PRICE" per share of Common Stock on any date of determination
means the:

          (1) closing sale price as of the close of the principal trading
     session (or, if no closing price is reported, the last reported sale price)
     per share on the New York Stock Exchange, Inc. (the "NYSE") on such date;

          (2) if the Common Stock is not listed for trading on the NYSE on any
     such date, the closing sale price per share as reported in the composite
     transactions for the principal United States securities exchange on which
     the Common Stock is so listed;

          (3) if the Common Stock is not so listed on a United States national
     or regional securities exchange, the closing sale price per share as
     reported by The Nasdaq National Market;

          (4) if the Common Stock is not so reported, the last quoted bid price
     for the Common Stock in the over-the-counter market as reported by the
     National Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices of the Common Stock on such date from at
     least three nationally recognized independent investment banking firms
     retained for this purpose by the Company.

     A "TRADING DAY" means a day on which the Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the Common
Stock.

     In accordance with the terms of the Purchase Contract Agreement, the Holder
of this Treasury Stock Purchase Unit shall pay the Purchase Price for the shares
of the Common Stock purchased pursuant to each Purchase Contract evidenced
hereby either by effecting a Cash Settlement or an Early Settlement of each such
Purchase Contract or by applying a principal amount of the Pledged Treasury
Securities underlying such Holder's Treasury Stock Purchase Unit equal to the
Stated Amount of such Purchase Contract to the purchase of the Common Stock. A
Holder of Treasury Stock Purchase Unit who does not effect, prior to or on 11:00
a.m. (New York City time) on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, an effective Cash Settlement, or who does not
effect on or prior to 5:00 p.m.

                                       B-6
<Page>

(New York City time) on the seventh Business Day prior to the Purchase Contract
Settlement Date an effective Early Settlement, shall pay the Purchase Price for
the shares of Common Stock to be issued under the related Purchase Contract from
the proceeds of the Pledged Treasury Securities.

     The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased thereunder in the manner herein set
forth.

     Each Purchase Contract evidenced hereby and all obligations and rights of
the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Pledged Treasury
Securities (as defined in the Pledge Agreement) forming a part of each Treasury
Stock Purchase Unit. A Treasury Stock Purchase Unit shall thereafter represent
the right to receive the interest in the Treasury Security forming a part of
such Treasury Stock Purchase Unit, in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement.

     The Treasury Stock Purchase Units Certificates are issuable only in
registered form and only in denominations of a single Treasury Stock Purchase
and any integral multiple thereof. The transfer of any Treasury Stock Purchase
Certificate will be registered and Treasury Stock Purchase Certificates may be
exchanged as provided in the Purchase Contract Agreement. The Security Registrar
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents permitted by the Purchase Contract Agreement. No service
charge shall be required for any such registration of transfer or exchange, but
the Company and the Purchase Contract Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. A Holder who elects to substitute Preferred Securities or
[Subordinated] Notes, for Treasury Securities, thereby recreating Stock Purchase
Units, shall be responsible for any fees or expenses associated therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract underlying a Treasury Stock Purchase Unit remains in effect,
such Treasury Stock Purchase Unit shall not be separable into its constituent
parts, and the rights and obligations of the Holder of such Treasury Stock
Purchase Unit in respect of the Treasury Security and the Purchase Contract
constituting such Treasury Stock Purchase Unit may be transferred and exchanged
only as a Treasury Stock Purchase Unit.

     A Holder of Treasury Stock Purchase Units may recreate Stock Purchase Units
by delivering to the Securities Intermediary Preferred Securities with an
aggregate liquidation amount, or [Subordinated] Notes with an aggregate
principal amount, equal to the aggregate principal amount at maturity of the
Pledged Treasury Securities in exchange for the release of

                                       B-7
<Page>

such Pledged Treasury Securities in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. From and after such substitution,
the Holder's Security shall be referred to as a "STOCK PURCHASE UNIT". Any such
creation of Stock Purchase Units may be effected only in multiples of 40
Treasury Stock Purchase Units for 40 Stock Purchase Units.

     A Holder of Stock Purchase Units may recreate Treasury Stock Purchase Units
by delivering to the Securities Intermediary Treasury Securities in an aggregate
principal amount equal to the aggregate liquidation amount of the Pledged
Preferred Securities or the aggregate principal amount at maturity of the
Pledged [Subordinated] Notes, as the case may be, in accordance with the terms
of the Purchase Contract Agreement and the Pledge Agreement. Any such recreation
of Treasury Stock Purchase Units may be effected only in multiples of 40 Stock
Purchase Units for 40 Treasury Stock Purchase Units.

     If a Tax Event Redemption has occurred, a Treasury Stock Purchase Unit
Holder may not recreate Stock Purchase Units, and a Stock Purchase Unit Holder
may not create a Treasury Stock Purchase Unit.

     The Company shall pay, on each Payment Date, the Purchase Contract Payments
payable in respect of each Purchase Contract to the Person in whose name the
Treasury Stock Purchase Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Purchase Contract Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Holder, by check mailed
to the address of the Person entitled thereto at such address as it appears on
the Security Register.

     The Company has the right to defer payment of all or part of the Purchase
Contract Payments in respect of each Purchase Contract until no later than the
Purchase Contract Settlement Date. If the Company so elects to defer Purchase
Contract Payments, the Company shall pay additional Purchase Contract Payments
on such deferred installments of Purchase Contract Payments at a rate equal to
___% per annum, compounding quarterly, until such deferred installments are
paid. In the event that the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date), each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments.

     The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Purchase Contract
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear

                                       B-8
<Page>

in the Security Register. Upon and after the occurrence of a Termination Event,
the Collateral Agent shall release the Treasury Securities from the Pledge in
accordance with the provisions of the Pledge Agreement. A Treasury Stock
Purchase Unit shall thereafter represent the right to receive the interest in
the Treasury Security forming a part of such Treasury Stock Purchase Unit, in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

     Subject to and upon compliance with the provisions of the Purchase Contract
Agreement, at the option of the Holder thereof, Purchase Contracts underlying
Securities may be settled early ("EARLY SETTLEMENT") as provided in the Purchase
Contract Agreement. In order to exercise the right to effect Early Settlement
with respect to any Purchase Contracts evidenced by this Stock Purchase Units
Certificate, the Holder of this Treasury Stock Purchase Units Certificate shall
deliver to the Purchase Contract Agent at the Corporate Trust Office an Election
to Settle Early form set forth below and any other documents requested by the
Purchase Contract Agent duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "EARLY SETTLEMENT AMOUNT") equal to (i) the product of (A) $25 times (B)
the number of Purchase Contracts with respect to which the Holder has elected to
effect Early Settlement, plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date for any Payment Date to the opening of business on such Payment Date, an
amount equal to the Purchase Contract Payments payable on such Payment Date with
respect to such Purchase Contracts.

     Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Treasury Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Stock Purchase Unit as to
which Early Settlement is effected equal to ______ share of Common Stock per
Purchase Contract (the "EARLY SETTLEMENT RATE"). The Early Settlement Rate shall
be adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

     Upon registration of transfer of this Treasury Stock Purchase Certificate,
the transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Purchase Contract
Agent pursuant to the Purchase Contract Agreement), under the terms of the
Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Treasury Stock Purchase Units Certificate. The Company
covenants and agrees, and the Holder, by its acceptance hereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

     The Holder of this Treasury Stock Purchase Units Certificate, by its
acceptance hereof, authorizes the Purchase Contract Agent to enter into and
perform the related Purchase Contracts forming part of the Treasury Stock
Purchase Units evidenced hereby on its behalf as its attorney-in-fact, expressly
withholds any consent to the assumption (i.e., affirmance) of the

                                       B-9
<Page>

Purchase Contracts by the Company or its trustee in the event that the Company
becomes the subject of a case under the Bankruptcy Code, agrees to be bound by
the terms and provisions thereof, covenants and agrees to perform its
obligations under such Purchase Contracts, consents to the provisions of the
Purchase Contract Agreement, authorizes the Purchase Contract Agent to enter
into and perform the Purchase Contract Agreement and the Pledge Agreement on its
behalf as its attorney-in-fact, and consents to the Pledge of the Treasury
Securities underlying this Treasury Stock Purchase Units Certificate pursuant to
the Pledge Agreement. The Holder further covenants and agrees, that, to the
extent and in the manner provided in the Purchase Contract Agreement and the
Pledge Agreement, but subject to the terms thereof, payments in respect to the
aggregate principal amount of the Pledged Treasury Securities on the Purchase
Contract Settlement Date shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

     Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

     The Purchase Contracts shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
conflicts of laws principles thereof.

     The Company, the Purchase Contract Agent and its Affiliates and any agent
of the Company or the Purchase Contract Agent may treat the Person in whose name
this Treasury Stock Purchase Units Certificate is registered as the owner of the
Treasury Stock Purchase Units evidenced hereby for the purpose of receiving
payments of interest on the Treasury Securities, receiving payments of Purchase
Contract Payments, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent nor any such agent shall be affected by notice to the
contrary.

     The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

     A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.

                                      B-10
<Page>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                 as tenants in common

UNIF GIFT MIN ACT:       ___________________ Custodian ___________________
                               (cust)                        (minor)
                         Under Uniform Gifts to Minors Act of __________________
                         _______________________________________________________


TENANT:                  as tenants by the entireties

JT TEN:                  as joint tenants with right of survivorship and not as
                         tenants in common

Additional abbreviations may also be used though not in the above list.

  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                                      unto

--------------------------------------------------------------------------------
      (Please insert Social Security or Taxpayer I.D. or other Identifying
                               Number of Assignee)

--------------------------------------------------------------------------------
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Treasury Stock Purchase Units Certificates and all rights thereunder,
hereby irrevocably constituting and appointing attorney to transfer said
Treasury Stock Purchase Units Certificates on the books of Cinergy Corp.., and
CC Funding Trust II with full power of substitution in the premises.

Dated:
      --------------------------------    --------------------------------------
                                          Signature

                                          NOTICE: The signature to this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the within Treasury Stock Purchase
                                          Units Certificates in every
                                          particular, without alteration or
                                          enlargement or any change whatsoever.

              Signature Guarantee:
                                   --------------------------------

                                      B-11
<Page>

                             SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Treasury Stock Purchase
Units evidenced by this Treasury Stock Purchase Units Certificate be registered
in the name of, and delivered, together with a check in payment for any
fractional share, to the undersigned at the address indicated below unless a
different name and address have been indicated below. If shares are to be
registered in the name of a Person other than the undersigned, the undersigned
will pay any transfer tax payable incident thereto.

Dated:
      --------------------------------    --------------------------------------
                                          Signature
                                          Signature Guarantee:
                                                              ------------------
                                          (if assigned to another person)
If shares are to be registered in the
name of and delivered to a Person         REGISTERED HOLDER
other than the Holder, please (i)
print such Person's name and address
and (ii) provide a guarantee of your
signature:                                Please print name and address of
                                          Registered Holder:

--------------------------------------    --------------------------------------
Name                                      Name

--------------------------------------    --------------------------------------
Address                                   Address
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------

Social Security or other
Taxpayer Identification

Number, if any                            --------------------------------------

                                      B-12
<Page>

                            ELECTION TO SETTLE EARLY

     The undersigned Holder of this Treasury Stock Purchase Units Certificate
hereby irrevocably exercises the option to effect Early Settlement in accordance
with the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Treasury Stock Purchase Units evidenced by
this Treasury Stock Purchase Units Certificate specified below. The option to
effect Early Settlement may be exercised only with respect to Purchase Contracts
underlying Treasury Stock Purchase Units with an aggregate Stated Amount equal
to $1,000 or an integral multiple thereof. The undersigned Holder directs that a
certificate for shares of Common Stock deliverable upon such Early Settlement be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Treasury Stock Purchase Units Certificate
representing any Treasury Stock Purchase Units evidenced hereby as to which
Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Treasury Securities deliverable upon such
Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.

Dated:
      --------------------------------    --------------------------------------
                                          Signature


Signature Guarantee:
                    ----------------------

                                      B-13
<Page>

     Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or Treasury     REGISTERED HOLDER
Stock Purchase Units Certificates are
to be registered in the name of and
delivered to and Pledged Treasury
Securities are to be transferred to a
Person other than the Holder, please
print such Person's name and address:

                                          Please print name and address of
                                          Registered Holder:


--------------------------------------    --------------------------------------
Name                                      Name

--------------------------------------    --------------------------------------
Address                                   Address
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------

Social Security or other
Taxpayer Identification

Number, if any                            --------------------------------------

                                      B-14
<Page>

Transfer Instructions for Pledged Treasury Securities Transferable Upon or Early
Settlement or a Termination Event:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                      B-15
<Page>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

<Table>
<Caption>
                                                                        Number of Treasury
                         Amount of increase in  Amount of decrease in  Stock Purchase Units
                          Number of Treasury     Number of Treasury      evidenced by this    Signature of authorized
Date                     Stock Purchase Units   Stock Purchase Units    Global Certificate    signatory of Trustee or
                           evidenced by the       evidenced by the        following such      Securities Custodian
                          Global Certificate     Global Certificate    decrease or increase
<S>                      <C>                    <C>                    <C>                    <C>
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
</Table>

                                      B-16
<Page>

                                                                       EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

[                        ]
[                        ]
[                        ]
Attention: Corporate Trust Department

     Re: [_______ Stock Purchase Units] [_______ Treasury Stock Purchase Units]
of Cinergy Corp., a Delaware corporation (the "COMPANY") and CC Funding Trust
II.

     The undersigned Holder hereby notifies you that it has delivered to
[          ], as Securities Intermediary, for credit to the Collateral Account,
$______ aggregate [principal] [liquidation] amount of [Preferred Securities]
[[Subordinated] Notes] [Treasury Securities] in exchange for the [Pledged
Preferred Securities] [Pledged [Subordinated] Notes] [Pledged Treasury
Securities] held in the Collateral Account, in accordance with the Pledge
Agreement, dated as of ____________, 2003 (the "PLEDGE AGREEMENT"; unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein), between you, the Company, the Collateral Agent and the
Securities Intermediary. The undersigned Holder has paid all applicable fees
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [Pledged Preferred Securities] [Pledged [Subordinated] Notes]
[Pledged Treasury Securities] related to such [Stock Purchase Units] [Treasury
Stock Purchase Units].

Date:
      --------------------------------    --------------------------------------
                                          Signature

                                  Signature Guarantee:
                                                      --------------------------

<Page>

Please print name and address of Registered Holder:


                                          --------------------------------------
Name                                      Social Security or other Taxpayer
                                          Identification Number, if any

Address


--------------------------------------

--------------------------------------

--------------------------------------

--------------------------------------

                                       C-2
<Page>

                                                                       EXHIBIT D

                       NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS
         (Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]


Attention:
Telecopy: __________

          Re:  [__________ Stock Purchase Units] [______ Treasury Stock Purchase
               Units] of Cinergy Corp., a Delaware corporation (the "COMPANY")
               and CC Funding Trust II

     Please refer to the Purchase Contract Agreement, dated as of __________,
2003 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Stock Purchase Units and Treasury Stock
Purchase Units from time to time.

     We hereby notify you that a Termination Event has occurred and that [the
[Subordinated] Notes][the Treasury Securities] underlying your ownership
interest in _____ [Stock Purchase Units] [Treasury Stock Purchase Units] have
been released and are being held by us for your account pending receipt of
transfer instructions with respect to such [[Subordinated] Notes][Treasury
Securities] (the "RELEASED SECURITIES").

     Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Stock
Purchase Units][Treasury Stock Purchase Units] effected through book-entry or by
delivery to us of your [Stock Purchase Units Certificate][Treasury Stock
Purchase Units Certificate], we shall transfer the Released Securities by
book-entry transfer or other appropriate procedures, in accordance with your
instructions. In the event you fail to effect such transfer or delivery, the
Released Securities and any distributions thereon, shall be held in our name, or
a nominee in trust for your benefit, until such time as such [Stock Purchase
Units][Treasury Stock Purchase Units] are transferred or your [Stock Purchase
Units Certificate] [Treasury Stock Purchase Units Certificate] is surrendered or
satisfactory evidence is provided that such [Stock Purchase Units
Certificate][Treasury Stock Purchase Units Certificate] has been destroyed, lost
or stolen, together with any indemnification that we or the Company may require.

<Page>

Date:                                 By:[                               ]

                                      ------------------------------------------
                                      Name:
                                      Title: Authorized Signatory

                                       D-2
<Page>

                                                                       EXHIBIT E

                            NOTICE TO SETTLE BY CASH

[                        ]
[                        ]
[                        ]
Attention: Corporate Trust Department

          Re:  [_______ Stock Purchase Units] [Treasury Stock Purchase Units] of
               Cinergy Corp., a Delaware corporation (the "COMPANY") and CC
               Funding Trust II

     The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.02 of the Purchase Contract Agreement, dated as of ______________,
2003 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, prior to
or on 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date (in lawful money of the United
States by certified or cashiers' check or wire transfer, in immediately
available funds), $______ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company under the related Purchase Contracts on
the Purchase Contract Settlement Date. The undersigned Holder hereby instructs
you to notify promptly the Collateral Agent of the undersigned Holders' election
to make such cash settlement with respect to the Purchase Contracts related to
such Holder's [Stock Purchase Units] [Treasury Stock Purchase Units].

Date:
      --------------------------------    --------------------------------------
                                          Signature


                                          Signature Guarantee:
                                                              ------------------


Please print name and address of Registered Holder:

                                       E-1
<Page>

                                                                       EXHIBIT F

                       NOTICE FROM PURCHASE CONTRACT AGENT
                    TO COLLATERAL AGENT AND PROPERTY TRUSTEE
              (Settlement of Purchase Contract through Remarketing)

[                        ]
[                        ]
[                        ]
[                        ]
[                        ]
Attention:
Telecopy:

[                        ]
[                        ]
[                        ]
Attention:
Telecopy:

          Re:  __________ Stock Purchase Units of Cinergy Corp.., a Delaware
               corporation (the "COMPANY") and CC Funding Trust II

     Please refer to the Purchase Contract Agreement, dated as of _________,
2003 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Stock Purchase Units from time to time.

     In accordance with Section 5.02 of the Purchase Contract Agreement and,
based on instructions and Cash Settlements received from Holders of Stock
Purchase Units as of 11:00 a.m. (New York City time), the fifth Business Day
preceding the Purchase Contract Settlement Date, we hereby notify you that
______ [Preferred Securities] [[Subordinated] Notes] are to be tendered for
purchase in the Remarketing.

Date:                                 By: [                         ]


                                      ------------------------------------------
                                      Name:
                                      Title: Authorized Signatory

                                       F-1