<PAGE>
                                                                  Exhibit 4.29
                                                                  EXECUTION COPY

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                            STATE STREET CORPORATION

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,
                           as Purchase Contract Agent

                                 ______________

                           PURCHASE CONTRACT AGREEMENT

                                 ______________

                          DATED AS OF JANUARY 21, 2003








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<PAGE>






                                TABLE OF CONTENTS

                                   ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.    DEFINITIONS .................................................  1
SECTION 1.2.    COMPLIANCE CERTIFICATES AND OPINIONS ........................ 14
SECTION 1.3.    FORM OF DOCUMENTS DELIVERED TO AGENT ........................ 15
SECTION 1.4.    ACTS OF HOLDERS; RECORD DATES ............................... 15
SECTION 1.5.    NOTICES ..................................................... 16
SECTION 1.6.    NOTICE TO HOLDERS; WAIVER ................................... 17
SECTION 1.7.    EFFECT OF HEADINGS AND TABLE OF CONTENTS .................... 17
SECTION 1.8.    SUCCESSORS AND ASSIGNS ...................................... 17
SECTION 1.9.    SEPARABILITY CLAUSE ......................................... 18
SECTION 1.10.   BENEFITS OF AGREEMENT ....................................... 18
SECTION 1.11.   GOVERNING LAW ............................................... 18
SECTION 1.12.   LEGAL HOLIDAYS .............................................. 18
SECTION 1.13.   COUNTERPARTS ................................................ 18
SECTION 1.14    INSPECTION OF AGREEMENT ..................................... 18
SECTION 1.15.   APPOINTMENT OF FINANCIAL INSTITUTION AS AGENT FOR THE
                COMPANY ..................................................... 18
SECTION 1.16.   NO WAIVER ................................................... 19

                                   ARTICLE II

                               CERTIFICATE FORMS

SECTION 2.1.    FORMS OF CERTIFICATES GENERALLY ............................. 19
SECTION 2.2.    FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION ............... 20

                                  ARTICLE III

                                 THE SECURITIES

SECTION 3.1.    TITLE AND TERMS; DENOMINATIONS .............................. 21
SECTION 3.2.    RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES ........ 21
SECTION 3.3.    EXECUTION, AUTHENTICATION, DELIVERY AND DATING .............. 22
SECTION 3.4.    TEMPORARY CERTIFICATES ...................................... 23
SECTION 3.5.    REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE ......... 23
SECTION 3.6.    BOOK-ENTRY INTERESTS ........................................ 25
SECTION 3.7.    NOTICES TO HOLDERS .......................................... 25
SECTION 3.8.    APPOINTMENT OF SUCCESSOR CLEARING AGENCY .................... 25
SECTION 3.9.    DEFINITIVE CERTIFICATES ..................................... 26
SECTION 3.10.   MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES .......... 26

                                       i

<PAGE>


SECTION 3.11.   PERSONS DEEMED OWNERS ....................................... 27
SECTION 3.12.   CANCELATION ................................................. 27
SECTION 3.13.   SPLITTING APART SPACES ...................................... 28
SECTION 3.14.   RE-CREATING SPACES .......................................... 29
SECTION 3.15.   TRANSFER OF COLLATERAL AND OWNERSHIP INTEREST IN THE
                  TREASURY PORTFOLIO UPON OCCURRENCE OF TERMINATION EVENT ... 29
SECTION 3.16.   NO CONSENT TO ASSUMPTION .................................... 30

                                   ARTICLE IV

                    TREASURY SECURITIES; PLEDGED COMMON STOCK

SECTION 4.1.    QUARTERLY DISTRIBUTIONS; RIGHTS TO DISTRIBUTIONS PRESERVED .. 30
SECTION 4.2.    DISTRIBUTIONS; NOTICE AND VOTING ............................ 31

                                   ARTICLE V

                                 THE CONTRACTS

SECTION 5.1.    PURCHASE AND SALE OF SHARES OF COMMON STOCK ................. 32
SECTION 5.2.    CONTRACT PAYMENTS ........................................... 34
SECTION 5.3.    DEFERRAL OF CONTRACT PAYMENTS ............................... 36
SECTION 5.4.    PAYMENT OF PURCHASE PRICE; DELIVERY OF SHARES ............... 38
SECTION 5.5.    ISSUANCE OF SHARES OF COMMON STOCK .......................... 38
SECTION 5.6.    ADJUSTMENT OF SETTLEMENT RATES .............................. 40
SECTION 5.7.    NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS .............. 46
SECTION 5.8.    TERMINATION EVENT; NOTICE ................................... 47
SECTION 5.9.    EARLY SETTLEMENT ............................................ 47
SECTION 5.10.   EARLY SETTLEMENT UPON CASH MERGER ........................... 51
SECTION 5.11.   CHARGES AND TAXES ........................................... 53
SECTION 5.12.   NO FRACTIONAL SHARES ........................................ 54

                                    ARTICLE VI

                                    REMEDIES

SECTION 6.1.    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE CONTRACT PAYMENTS AND
                  PURCHASE COMMON STOCK ..................................... 54
SECTION 6.2.    RESTORATION OF RIGHTS AND REMEDIES .......................... 54
SECTION 6.3.    RIGHTS AND REMEDIES CUMULATIVE .............................. 55
SECTION 6.4.    DELAY OR OMISSION NOT WAIVER ................................ 55
SECTION 6.5.    UNDERTAKING FOR COSTS ....................................... 55
SECTION 6.6.    WAIVER OF STAY OR EXTENSION LAWS ............................ 55


                                       ii

<PAGE>


                                  ARTICLE VII

                                   THE AGENT

SECTION 7.1.    CERTAIN DUTIES AND RESPONSIBILITIES ......................... 55
SECTION 7.2.    NOTICE OF DEFAULT ........................................... 56
SECTION 7.3.    CERTAIN RIGHTS OF AGENT ..................................... 56
SECTION 7.4.    NOT RESPONSIBLE FOR RECITALS, ETC ........................... 58
SECTION 7.5.    MAY HOLD SECURITIES ......................................... 58
SECTION 7.6.    MONEY HELD IN CUSTODY ....................................... 58
SECTION 7.7.    COMPENSATION AND REIMBURSEMENT .............................. 58
SECTION 7.8.    CORPORATE AGENT REQUIRED; ELIGIBILITY ....................... 59
SECTION 7.9.    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR ........... 59
SECTION 7.10.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ...................... 61
SECTION 7.11.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS . 61
SECTION 7.12.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS ...... 61
SECTION 7.13.   NO OBLIGATIONS OF AGENT ..................................... 62
SECTION 7.14.   TAX COMPLIANCE .............................................. 62

                                  ARTICLE VIII

                            SUPPLEMENTAL AGREEMENTS

SECTION 8.1.    SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS .......... 63
SECTION 8.2.    SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS ............. 63
SECTION 8.3.    EXECUTION OF SUPPLEMENTAL AGREEMENTS ........................ 64
SECTION 8.4.    EFFECT OF SUPPLEMENTAL AGREEMENTS ........................... 64
SECTION 8.5.    REFERENCE TO SUPPLEMENTAL AGREEMENTS ........................ 64

                                   ARTICLE IX

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.    COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY
                EXCEPT UNDER CERTAIN CONDITIONS ............................. 65
SECTION 9.2.    RIGHTS AND DUTIES OF SUCCESSOR ENTITY ....................... 65
SECTION 9.3.    OPINION OF COUNSEL GIVEN TO AGENT ........................... 66

                                    ARTICLE X

                                   COVENANTS

SECTION 10.1.   PERFORMANCE UNDER CONTRACTS ................................. 66

                                      iii

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SECTION 10.2.   MAINTENANCE OF OFFICE OR AGENCY ............................. 66
SECTION 10.3.   COMPANY TO RESERVE COMMON STOCK ............................. 66
SECTION 10.4.   COVENANTS AS TO COMMON STOCK ................................ 67
SECTION 10.5.   STATEMENTS OF OFFICERS OF THE COMPANY AS TO DEFAULT ......... 67
SECTION 10.6.   ERISA ....................................................... 67
SECTION 10.7.   TAX TREATMENT ............................................... 67
SECTION 10.8.   PROHIBITION ON CERTAIN BORROWINGS ........................... 67


                                       iv


<PAGE>


EXHIBITS

Exhibit A -  Form of SPACES Certificate
Exhibit B -  Form of Separate PACES Certificate
Exhibit C -  Form of Separate COVERS Certificate
Exhibit D -  Instruction From Purchase Contract Agent to Collateral Agent
Exhibit E -  Instruction to Purchase Contract Agent
Exhibit F -  Formula for Fixing Variable-Share Settlement Rate
Exhibit G -  Notice from Purchase Contract Agent to Holders
Exhibit H -  Form of Certificate Evidencing Continued Right to Contract Payments



<PAGE>

     PURCHASE CONTRACT AGREEMENT, dated as of January 21, 2003, between State
Street Corporation, a Massachusetts corporation (the "Company"), and Bank One
Trust Company, N.A., a national banking association, acting as purchase contract
agent for the Holders (as defined herein) of Securities (as defined herein) from
time to time (the "Agent").

                                    RECITALS

     The Company has duly authorized the execution and delivery of this
Agreement and the Certificates (as defined herein) evidencing the Securities.

     All things necessary to make the Contracts (as defined herein), when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Agent, as provided in this Agreement, the
valid obligations of the Company and the Holders, and to constitute this
Agreement a valid agreement of the Company, in accordance with its terms, have
been done.

                                   WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.1. 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; and

     (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 or other subdivision;

     "ACT" when used with respect to any Holder, has the meaning specified in
Section 1.4.

     "AFFILIATE" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

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


                                       1

<PAGE>

     "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 specified in Section 5.1(e).

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

     "AUTHORIZED OFFICER" means the Chairman of the Board, the President, any
Vice President, the Treasurer, any Assistant Treasurer, or any other officer or
agent of the Company duly authorized by the Board of Directors to act in respect
of matters relating to this Agreement.

     "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 Clearing Agency or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or the
Executive Committee of such Board or any other duly authorized committee of such
Board.

     "BOARD RESOLUTION" means (i) a copy of a resolution certified by the Clerk
or the Assistant Clerk 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,
(ii) a copy of a unanimous written consent of the Board of Directors or (iii) a
certificate signed by the authorized officer or officers to whom the Board of
Directors has delegated its authority, and in each case, delivered to the Agent.

     "BOOK-ENTRY INTEREST" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 3.6.

     "BUSINESS DAY" means any day that is not a Saturday, Sunday or day on which
banking institutions and trust companies in the State of New York or at any
other place of payment are authorized or required by law, regulation or
executive order to close.

     "CAPITAL STOCK" means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated, whether voting or non-voting) corporate stock or similar
interests in other types of entities.

     "CASH MERGER" has the meaning set forth in Section 5.10.

     "CERTIFICATE" means a SPACES Certificate, a Separate PACES Certificate or a
Separate COVERS Certificate.


                                       2

<PAGE>

     "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.

     "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, trust company,
clearing corporation, other financial institution or other Person for whom from
time to time the Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.

     "CLOSING PRICE" has the meaning specified in Section 5.1(e).

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

     "COLLATERAL" has the meaning specified in Section 2.1(a)(iii) of the Pledge
Agreement.

     "COLLATERAL AGENT" means Bank One, N.A., 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 INSUFFICIENCY" has the meaning set forth in Section 4.5(c) of
the Pledge Agreement.

     "COLLATERAL SUBSTITUTION" has the meaning specified in Section 3.13(a).

     "COMMON STOCK" means the common stock, par value $1.00 per share, of the
Company including, where applicable, the preferred share purchase rights
attached thereto.

     "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 provisions of this Agreement, and thereafter "Company" shall mean
such successor.

     "COMPANY CERTIFICATE" means a certificate signed by an Authorized Officer
and delivered to the Agent or the Collateral Agent.

     "CONSTITUENT PERSON" has the meaning specified in Section 5.6(b).

     "CONTRACT" means the Fixed-Share Purchase Contract or the Variable-Share
Repurchase Contract, as applicable.

     "CONTRACT PAYMENTS" means the amount payable by the Company in respect of
each Contract, which amount shall be equal to 0.75% per year of the Stated
Amount in the case of a Fixed-Share Purchase Contract and 4.00% per year of the
Stated Amount in the case of a Variable-Share Repurchase Contract, in each case
computed (i) for any full quarterly period


                                       3

<PAGE>

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, plus any Deferred Contract Payments accrued pursuant to
Section 5.3. Notwithstanding the foregoing, the Contract Payment payable in
respect of the Fixed-Share Purchase Contract on the first Payment Date after the
issuance of the Securities shall be adjusted so that the aggregate of the
Contract Payment in respect of the Fixed-Share Purchase Contract and the
distribution on the Ownership Interest in the Treasury Portfolio payable on such
Payment Date shall be paid at the annual rate of 2.75% of the Stated Amount
accruing from the date of issuance of the Securities.

     "CORPORATE TRUST OFFICE" means the corporate trust office of the Agent at
which, at any particular time, this Agreement shall be principally administered,
which office at the date hereof is located at 153 West 51st Street, New York,
New York 10019; provided, however, that for purposes of Section 10.2 only, the
Corporate Trust Office shall be located at 55 Water Street, 1st Floor, Jeannette
Park Entrance, New York, New York 10041.

     "CURRENT MARKET PRICE" has the meaning specified in Section 5.6(a)(ix).

     "CUSTODIAL AGENT" means Bank One, N.A., as Custodial Agent under the Pledge
Agreement until a successor Custodial Agent shall have become such pursuant to
the applicable provisions of the Pledge Agreement, and thereafter "Custodial
Agent" shall mean the Person who is then the Custodial Agent thereunder.

     "DEFAULT" means a default by the Company in any of its obligations under
this Agreement.

     "DEFERRED CONTRACT PAYMENTS" has the meaning specified in Section 5.3(a).

     "DEPOSITARY" means, initially, DTC until another Clearing Agency becomes
its successor.

     "DTC" means The Depository Trust Company, the initial Clearing Agency.

     "EARLY SETTLEMENT" has the meaning specified in Section 5.9(a).

     "EARLY SETTLEMENT AMOUNT" has the meaning specified in Section 5.9(b).

     "EARLY SETTLEMENT DATE" has the meaning specified in Section 5.9(d).

     "EARLY SETTLEMENT RATE" has the meaning specified in Section 5.9(e).

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


                                       4

<PAGE>

     "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.

     "EXCHANGE CONSIDERATION" has the meaning specified in Section 5.9(j).

     "EXCHANGE PARTY" has the meaning specified in Section 5.9(j).

     "EXPIRATION DATE" has the meaning specified in Section 1.4(f).

     "EXPIRATION TIME" has the meaning specified in Section 5.6(a)(vii).

     "FAIR MARKET VALUE" with respect to securities distributed in a Spin-Off
means (a) in the case of any Spin-Off that is effected simultaneously with an
Initial Public Offering of such securities, the initial public offering price of
those securities, and (b) in the case of any other Spin-Off, (i) the average of
the Sale Price of those securities over the first ten Trading Days after the
effective date of such Spin-Off or (ii) if the Sale Price is required to be
defined without regard to the price on any Trading Days, the Sale Price as of
the effective date of such Spin-Off.

     "FIXED-SHARE EARLY SETTLEMENT RATE", as of any Early Settlement Date, means
the amount set forth opposite such date in the table set forth below, subject to
adjustment under Section 5.6:

                                                               Fixed-Share Early
               Date of Early Settlement                         Settlement Rate
--------------------------------------------------------------------------------
Prior to May 15, 2003                                                4.5455

On or after May 15, 2003 but prior to August 15, 2003                4.5707

On or after August 15, 2003 but prior to November 15, 2003           4.5960

On or after November 15, 2003 but prior to February 15, 2004         4.6212

On or after February 15, 2004 but prior to May 15, 2004              4.6465

On or after May 15, 2004 but prior to August 15, 2004                4.6717

On or after August 15, 2004 but prior to November 15, 2004           4.6970

On or after November 15, 2004 but prior to February 15, 2005         4.7222

On or after February 15, 2005 but prior to May 15, 2005              4.7475

On or after May 15, 2005 but prior to August 15, 2005                4.7727

On or after August 15, 2005 but prior to November 15, 2005           4.7980


                                       5

<PAGE>

     "FIXED-SHARE PURCHASE CONTRACT", when used with respect to any SPACES or
Separate PACES, means the contract forming a part of such SPACES or Separate
PACES and obligating the Company to sell and the Holder of such SPACES or
Separate PACES to purchase Common Stock on the terms and subject to the
conditions set forth in Article V.

     "FIXED-SHARE RIGHT" means a Holder's right to purchase a number of shares
of Common Stock pursuant to a Fixed-Share Purchase Contract equal to the
Fixed-Share Settlement Rate, subject to adjustment under Section 5.6, as
evidenced by the Fixed-Share Rights Certificate, it being understood that a
Fixed-Share Right is a constituent part of SPACES and may not be transferred
separately therefrom except in connection with the pledge thereof pursuant to
the terms hereof and of the Pledge Agreement.

     "FIXED-SHARE RIGHTS CERTIFICATE" means a certificate evidencing the rights
of a Holder in respect of the Fixed-Share Rights specified on such certificate,
substantially in the form attached to the SPACES Certificate.

     "FIXED-SHARE SETTLEMENT RATE" has the meaning specified in Section 5.1(a).

     "FIXED-SHARE STOCK PURCHASE DATE" means November 15, 2005.

     "FIXING FORMULA" has the meaning specified in Section 5.1(c).

     "FIXED VARIABLE-SHARE SETTLEMENT RATE" has the meaning specified in Section
5.1(c).

     "GLOBAL CERTIFICATE" means a Certificate that evidences all or part of the
SPACES, Separate PACES or Separate COVERS and is registered in the name of the
Depositary or a nominee thereof.

     "HOLDER" means the Person in whose name the Security evidenced by a SPACES
Certificate, a Separate PACES Certificate or a Separate COVERS Certificate is
registered in the related SPACES Register, Separate PACES Register or Separate
COVERS Register, as the case may be.

     "INDEBTEDNESS" means, with respect to any Person, whether recourse is to
all or a portion of the assets of such Person and whether or not contingent:

          (i) every obligation of such Person for money borrowed;

          (ii) every obligation of such Person evidenced by bonds, debentures,
     notes or other similar instruments, including obligations incurred in
     connection with the acquisition of property, assets or businesses;

          (iii) every reimbursement obligation of such Person with respect to
     letters of credit, bankers' acceptances or similar facilities issued for
     the account of such Person;


                                       6

<PAGE>

          (iv) every obligation of such Person issued or assumed as the deferred
     purchase price of property or services other than trade accounts payable or
     accrued liabilities arising in the ordinary course of business;

          (v) every capital lease obligation of such Person;

          (vi) every obligation of such Person for claims in respect of
     derivative products such as interest and foreign exchange rate contracts,
     commodity forward contracts and similar arrangements; and

          (vii) every obligation of the type referred to above of another Person
     and all dividends of another Person the payment of which, in either case,
     such Person has guaranteed or is responsible or liable for, directly or
     indirectly, as obligor or otherwise.

     "INITIAL PUBLIC OFFERING" with respect to a Spin-Off means the first time
securities of the same class or type as the securities being distributed in such
Spin-Off are bona fide offered to the public for cash.

     "ISSUER ORDER" or "ISSUER REQUEST" means a written order or request signed
in the name of the Company by an Authorized Officer and delivered to the Agent.

     "MAXIMUM VARIABLE-SHARE SETTLEMENT RATE" means the Settlement Rate
calculated pursuant to clause (i) of the definition of Variable-Share Settlement
Rate in Section 5.1(b), as adjusted pursuant to Section 5.6.

     "MERGER EARLY SETTLEMENT" has the meaning specified in Section 5.10(a).

     "MERGER EARLY SETTLEMENT AMOUNT" has the meaning specified in Section
5.10(b).

     "MERGER EARLY SETTLEMENT DATE" has the meaning specified in Section
5.10(a).

     "NET EARLY SETTLEMENT RATE" has the meaning specified in Section 5.9(e).

     "NON-ELECTING SHARE" has the meaning specified in Section 5.6(b).

     "NOTES" means the junior subordinated debentures issuable pursuant to the
Junior Subordinated Indenture dated as of December 15, 1996 between the Company
and Bank One Trust Company, N.A., as indenture trustee, and having the
additional terms specified in the Company's Prospectus Supplement dated January
14, 2003, and accompanying Prospectus dated November 27, 2002, relating to the
offering of SPACES, Separate PACES and Separate COVERS.

     "NYSE" has the meaning specified in Section 5.1(e).


                                       7

<PAGE>

     "OPINION OF COUNSEL" means an opinion in writing signed by
legal counsel, who may be an employee of or counsel to the Company or an
Affiliate and who shall be reasonably acceptable to the Agent.

     "OUTSTANDING SECURITIES" means, 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, SPACES, Separate PACES and
     Separate COVERS for which the related Pledged Ownership Interests in the
     Treasury Strips or Pledged Common Stock, as the case may be, have been
     theretofore deposited with the Agent in trust for the Holders of such
     Securities;

          (ii) Securities evidenced by Certificates theretofore canceled by the
     Agent or delivered to the Agent for cancelation or deemed canceled 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
     Agent proof satisfactory to it that such Certificate is held by a bona fide
     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 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,
except that, in determining whether the Agent shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Securities which a Responsible Officer of the Agent knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding Securities if the pledgee establishes to
the satisfaction of the 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.

     "OWNERSHIP INTEREST" means, with respect to the Treasury Strip, a 1/5, or
20%, undivided beneficial ownership interest therein, and with respect to the
Treasury Portfolio, a 1/1,000, or 0.1%, undivided beneficial ownership interest
therein.

     "PACES", when used with respect to any SPACES or Separate PACES, means (i)
the Fixed-Share Purchase Contract forming a part of such SPACES or Separate
PACES, (ii) the related Ownership Interest in the Treasury Strip, subject to the
Pledge thereof, and (iii) the Ownership Interest in the Treasury Portfolio.

     "PAYMENT DATE" means each February 15, May 15, August 15 and November 15,
commencing May 15, 2003.


                                       8

<PAGE>

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

     "PLAN" means (i) an "employee benefit plan" (within the meaning of Section
3(3) of ERISA) that is subject to ERISA, (ii) a "plan" described in Section
4975(e)(1) of the Code or (iii) any person or entity whose underlying assets are
considered assets of any plan described in clause (i) or (ii) of this
definition.

     "PLEDGE" means the pledge under the Pledge Agreement of the Ownership
Interest in the Treasury Strips, the Fixed-Share Right or the Common Stock,
whether constituting a part of SPACES, Separate PACES or Separate COVERS.

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

     "PLEDGED COMMON STOCK" has the meaning set forth in Section 2.1(c) of the
Pledge Agreement.

     "PLEDGED FIXED-SHARE RIGHT" has the meaning set forth in Section 2.1(c) of
the Pledge Agreement.

     "PLEDGED OWNERSHIP INTEREST IN THE TREASURY STRIP" has the meaning set
forth in Section 2.1(c) of the Pledge Agreement.

     "PREDECESSOR CERTIFICATE" means a Predecessor SPACES Certificate, a
Predecessor Separate PACES Certificate or a Predecessor Separate COVERS
Certificate.

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

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


                                       9

<PAGE>

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

     "PURCHASE CONTRACT SETTLEMENT FUND" has the meaning specified in Section
5.5.

     "PURCHASE PRICE" has the meaning specified in Section 5.1(a).

     "PURCHASED SHARES" has the meaning specified in Section 5.6(a)(vii).

     "QUOTATION AGENT" means Goldman, Sachs & Co. or any of its respective
successors or any other primary U.S. government securities dealer in New York
City selected by the Company.

     "RECORD DATE" for the payment of distributions 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 15th calendar day preceding
such Payment Date.

     "REGISTER" means the SPACES Register, the Separate PACES Register or the
Separate COVERS Register, as applicable.

     "REGISTRAR" means the SPACES Registrar, the Separate PACES Registrar or
the Separate COVERS Registrar, as applicable.

     "REORGANIZATION EVENT" has the meaning specified in Section 5.6(b).

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

     "SALE PRICE" of any securities distributed in a Spin-Off on any Trading Day
means the closing sale price per share (or if no closing sale price is reported,
the average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average asked prices) on such Trading Day as
reported in composite transactions for the principal U.S. securities exchange on
which such securities are traded or, if such securities are not listed on a U.S.
national or regional securities exchange, as reported by The Nasdaq Stock
Market, or if such securities are not so reported, the last quoted bid price for
such securities in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or, if such bid price is not
available, the market value of such securities on such date as determined by a
nationally recognized independent investment banking firm retained by the
Company for this purpose.

     "SECURITIES" means the SPACES, the Separate PACES or the Separate COVERS.


                                       10

<PAGE>

     "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 Bank One, N.A., in its capacity as
Securities Intermediary under the Pledge Agreement, together with its successors
in such capacity.

     "SENIOR INDEBTEDNESS" means the principal of and premium and interest, if
any, including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding, on the Company's
Indebtedness, whether incurred on or prior to the date of issuance of the
Securities or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are not superior in right of payment to the Contract
Payments and the Deferred Contract Payments or to other Indebtedness that is
equal or subordinated to the Contract Payments and the Deferred Contract
Payments, other than:

          (i) any Indebtedness of the Company which when incurred and without
     respect to any election under Section 1111(b) of the Bankruptcy Code was
     without recourse to the Company;

          (ii) any Indebtedness of the Company to any of its subsidiaries, other
     than subsidiaries that are banks or bank holding companies as defined in
     the Bank Holding Company Act of 1956, as amended (the "Bank Holding Company
     Act");

          (iii) any Indebtedness to any of the Company's employees;

          (iv) any Indebtedness which by its terms is subordinated to trade
     accounts payable or accrued liabilities arising in the ordinary course of
     business to the extent that payments made to the holders of such
     Indebtedness by the Holder of any Securities as a result of the
     subordination provisions set forth herein would be greater than such
     payments otherwise would have been as a result of any obligation of such
     holders of such Indebtedness to pay amounts over to the obligees on such
     trade accounts payable or accrued liabilities arising in the ordinary
     course of business as a result of subordination provisions to which such
     Indebtedness is subject; and

          (v) any debt securities issued pursuant to the Junior Subordinated
     Indenture dated as of December 15, 1996 between the Company and Bank One
     Trust Company, N.A., as indenture trustee.

     "SEPARATE COVERS" means a Variable-Share Repurchase Contract, including the
related Pledged Common Stock, that has been purchased separately from a SPACES,
that has been separated from a SPACES pursuant to Section 3.13 or that has been
separated from a SPACES upon settlement of the related Fixed-Share Purchase
Contract.

                                       11

<PAGE>

     "SEPARATE COVERS CERTIFICATE" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of Separate COVERS specified on
such certificate, substantially in the form of Exhibit C hereto.

     "SEPARATE COVERS REGISTER" and "SEPARATE COVERS REGISTRAR" have the
respective meanings specified in Section 3.5(a).

     "SEPARATE PACES" means a PACES that has been purchased separately from a
SPACES, that has been separated from a SPACES pursuant to Section 3.13 or that
has been separated from a SPACES upon early settlement of the related
Variable-Share Repurchase Contract.

     "SEPARATE PACES CERTIFICATE" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of Separate PACES specified on
such certificate, substantially in the form of Exhibit B hereto.

     "SEPARATE PACES REGISTER" and "SEPARATE PACES REGISTRAR" have the
respective meanings specified in Section 3.5(a).

     "SETTLEMENT DATE" means any Early Settlement Date or Merger Early
Settlement Date, the Fixed-Share Stock Purchase Date or the Variable-Share Stock
Purchase Date.

     "SETTLEMENT RATE" means the Fixed-Share Settlement Rate, the Variable-Share
Settlement Rate or the Fixed Variable-Share Settlement Rate.

     "SPACES" means the collective rights and obligations of a Holder of a
SPACES Certificate in respect of (i) a PACES, subject to the Pledge of the
related Fixed-Share Right, and (ii) the related Variable-Share Repurchase
Contract.

     "SPACES CERTIFICATE" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of SPACES specified on such
certificate, including the Fixed-Share Rights Certificate forming a part thereof
and attached thereto, substantially in the form of Exhibit A hereto.

     "SPACES REGISTER" and "SPACES REGISTRAR" have the respective meanings
specified in Section 3.5(a).

     "SPIN-OFF" means a dividend or other distribution on the Common Stock of
shares of Capital Stock of any class or series, or similar equity interests, of
or relating to a subsidiary or other business unit of the Company.

     "STATED AMOUNT" means, with respect to any one SPACES, PACES or Separate
PACES, $200.

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

                                       12

<PAGE>

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

          (vi) at any time on or prior to the Fixed-Share Stock Purchase Date or
     the Variable-Share Stock Purchase Date, a judgment, decree or court order
     shall have been entered granting relief under the Bankruptcy Code or any
     other similar federal or state law, adjudicating the Company to be
     insolvent, or approving as properly filed a petition seeking reorganization
     or liquidation of the Company, and, unless such judgment, decree or order
     shall have been entered within 60 days prior to the Fixed-Share Stock
     Purchase Date or the Variable-Share Stock Purchase Date, such decree or
     order shall have continued undischarged and unstayed for a period of 60
     days;

          (vii) at any time on or prior to the Fixed-Share Stock Purchase Date
     or the Variable-Share Stock Purchase Date, 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 winding up 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 Fixed-Share Stock Purchase Date or the Variable-Share
     Stock Purchase Date, such judgment, decree or order shall have continued
     undischarged and unstayed for a period of 60 days; or

          (viii) at any time on or prior to the Fixed-Share Stock Purchase Date
     or the Variable-Share Stock Purchase Date, the Company shall file a
     petition for relief under the Bankruptcy Code or any other similar federal
     or state law, 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 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.

          "THRESHOLD APPRECIATION PRICE" has the meaning specified in Section
     5.1(b)(i).

          "TRADING DAY" has the meaning specified in Section 5.1(e).

          "TREASURY FAIR MARKET VALUE" means, with respect to the applicable
     treasury strips, the average prices quoted for all such strips obtained by
     the Agent at approximately 10:30 a.m., New York City time, on the Business
     Day following the day on which the related Fixed-Share Purchase Contracts
     were surrendered for Early Settlement, from three independent nationally
     reorganized securities dealers selected by the Company (other than the
     Exchange Party); provided that, if at least three such quotes cannot be
     reasonably obtained, then the average of the two quotes shall be used, and
     if only one such quote can be reasonably obtained by the Agent, this one
     quote shall be used.

          "TREASURY PORTFOLIO" means a portfolio of zero-coupon U.S. Treasury
     securities that mature and will pay $1,000 on each scheduled Payment Date
     (CUSIP Numbers

                                       13

<PAGE>

     912833FS4, 912833CJ7, 912833FT2, 912833CK4, 912833FU9, 912833CL2,
     912833CM0, 912833FW5, 912833CN8 and 912820FX0).

          "TREASURY STRIP" means a zero-coupon U.S. Treasury security (CUSIP
     Number 912820FX0) maturing on the Fixed-Share Stock Purchase Date that will
     pay $1,000 on such maturity date.

          "UNDERWRITING AGREEMENT" means the Underwriting Agreement relating to
     the Securities dated January 14, 2003 among the Company and the
     underwriters named therein.

          "VARIABLE-SHARE EARLY SETTLEMENT RATE" has the meaning specified in
     Section 5.9(e).

          "VARIABLE-SHARE REPURCHASE CONTRACT", when used with respect to any
     SPACES or Separate COVERS, means the contract forming a part of such SPACES
     or Separate COVERS and obligating the Holder of such SPACES or Separate
     COVERS to sell and the Company to purchase Common Stock on the terms and
     subject to the conditions set forth in Article V.

          "VARIABLE-SHARE SETTLEMENT RATE" has the meaning specified in Section
     5.1(b).

          "VARIABLE-SHARE STOCK PURCHASE DATE" means February 15, 2006.

          "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 1.2. COMPLIANCE CERTIFICATES AND OPINIONS. Except as otherwise
     expressly provided by this Agreement, upon any application or request by
     the Company to the Agent to take any action under any provision of this
     Agreement, the Company shall furnish to the Agent a Company 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 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.

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

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

          (b) 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;

                                       14

<PAGE>

          (c) 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

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

          SECTION 1.3. FORM OF DOCUMENTS DELIVERED TO AGENT. (a) 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.

          (b) 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 1.4. ACTS OF HOLDERS; RECORD DATES. (a) Any request, demand,
     authorization, direction, notice, consent, waiver or other 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 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 7.1) conclusive in favor of the
     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 Agent deems
     sufficient.

                                       15

<PAGE>

          (c) The ownership of Securities shall be proved by the SPACES
     Register, the Separate PACES Register or the Separate COVERS Register, as
     the case may be.

          (d) Any request, demand, authorization, direction, notice, consent,
     waiver or other Act of the Holder of any Certificate shall bind every
     future Holder of the same Certificate and the Holder of every Certificate
     issued upon the registration of transfer thereof or in exchange therefore
     or in lieu thereof in respect of anything done, omitted or suffered to be
     done by the 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 day 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 Securities on such record
     date, and no other Holders, shall be entitled to take the relevant action
     with respect to the Securities, whether or not such Holders remain Holders
     after such record date; provided that no such action shall be effective
     hereunder unless taken on or prior to the applicable Expiration Date by
     Holders of the requisite number of Outstanding Securities on such record
     date. Nothing 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
     canceled and of no effect), and nothing 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 Agent in writing and to each Holder of Securities in the
     manner set forth in Section 1.6.

          (f) 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 Agent in writing, and to each Holder of
     Securities in the manner set forth in Section 1.6, on or prior to 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 1.5. NOTICES. Any request, demand, authorization, direction,
     notice, consent, waiver or Act of Holders or other document provided or
     permitted by this Agreement to be made upon, given or furnished to, or
     filed with:

          (a) the Agent by any Holder or by the Company shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered,
     mailed, first-class postage prepaid, telecopied or delivered

                                       16

<PAGE>

     by overnight air courier guaranteeing next day delivery, to the Agent at
     the Corporate Trust Office, Attention: Corporate Trust Administration,
     telecopy: (212) 373-1384, or at any other address furnished in writing by
     the Agent to the Holders and the Company; or

          (b) the Company by the Agent or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered,
     mailed, first-class postage prepaid, telecopied or delivered by overnight
     air courier guaranteeing next day delivery, to the Company at State Street
     Corporation, 225 Franklin Street, Boston, Massachusetts 02110, Attention:
     General Counsel, telecopy: (617) 664-4747, or at any other address
     furnished in writing to the Agent by the Company; or

          (c) the Collateral Agent by the Agent, the Company or any Holder shall
     be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if made, given, furnished or filed in writing and
     personally delivered, mailed, first-class postage prepaid, telecopied or
     delivered by overnight air courier guaranteeing next day delivery,
     addressed to the Collateral Agent at 153 West 51st Street, New York, New
     York 10019, Attention: Corporate Trust Administration, telecopy: (212)
     373-1384 or at any other address furnished in writing by the Collateral
     Agent to the Agent, the Company and the Holders.

          SECTION 1.6. NOTICE TO HOLDERS; WAIVER. (a) 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 applicable 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 Agent, but such filing
     shall not be a condition precedent to the validity of any action taken in
     reliance upon such waiver.

          (b) 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
     Agent shall constitute a sufficient notification for every purpose
     hereunder.

          SECTION 1.7. 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 1.8. SUCCESSORS AND ASSIGNS. All covenants and agreements in
     this Agreement by the Company shall bind its successors and assigns,
     whether so expressed or not.

                                       17

<PAGE>

          SECTION 1.9. 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 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 deemed to be a contract under, and construed in
     accordance with, the laws of the State of New York, without regard to
     conflicts of laws principles thereof.

          SECTION 1.12. LEGAL HOLIDAYS. (a) In any case where any Payment Date
     shall not be a Business Day, then (notwithstanding any other provision of
     this Agreement or the Certificates) payments on the Treasury Portfolio or
     the payment of Contract Payments shall not be made on such date, but such
     payments shall be made on the next succeeding Business Day with the same
     force and effect as if made on such Payment Date, provided that no interest
     or additional payment shall accrue or be payable by the Company 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.

          (b) In any case where the Fixed-Share Stock Purchase Date or the
     Variable-Share Stock Purchase Date shall not be a Business Day, then
     (notwithstanding any other provision of this Agreement or the
     Certificates), the Contracts shall not be performed on such date, but the
     Contracts shall be performed on the next succeeding Business Day with the
     same force and effect as if performed on the Fixed-Share Stock Purchase
     Date or the Variable-Share Stock Purchase 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.

          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 Agent and the
     Holders, under this Agreement and the

                                       18

<PAGE>

     Contracts, by giving notice of such appointment in the manner provided in
     Section 1.5 hereof. Any such appointment shall not relieve the Company in
     any way from its obligations hereunder.

          SECTION 1.16. NO WAIVER. No failure on the part of the Company, the
     Agent, the Collateral Agent, the Securities Intermediary or any of their
     respective agents to exercise, and no course of dealing with respect to,
     and no delay in exercising, any right, power or remedy hereunder shall
     operate as a waiver thereof; nor shall any single or partial exercise by
     the Company, the Agent, the Collateral Agent, the Securities Intermediary
     or any of their respective agents of any right, power or remedy hereunder
     preclude any other or further exercise thereof or the exercise of any other
     right, power or remedy. The remedies herein are cumulative and are not
     exclusive of any remedies provided by law.

                                   ARTICLE II

                                CERTIFICATE FORMS

          SECTION 2.1. FORMS OF CERTIFICATES GENERALLY. (a) The SPACES
     Certificates (including the forms of Contracts forming part of the SPACES
     evidenced thereby) shall be in substantially the form set forth in Exhibit
     A hereto, 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
     or quotation system on which the SPACES are listed or quoted for trading or
     any depositary therefor, or as may, consistently herewith, be determined by
     the officers of the Company executing such SPACES Certificates, as
     evidenced by their execution of the SPACES Certificates.

          (b) The definitive SPACES Certificates shall be printed, lithographed
     or engraved on steel engraved borders or may be produced in any other
     manner, all as determined by the officers of the Company executing such
     SPACES Certificates, consistent with the provisions of this Agreement, as
     evidenced by their execution thereof.

          (c) The Separate PACES Certificates (including the form of Fixed-Share
     Purchase Contract forming part of the Separate PACES evidenced thereby)
     shall be in substantially the form set forth in Exhibit B hereto, 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 or the quotation system on
     which the Separate PACES may be listed or quoted for trading or any
     depositary therefor, or as may, consistently herewith, be determined by the
     officers of the Company executing such Separate PACES Certificates, as
     evidenced by their execution of the Separate PACES Certificates.

          (d) The definitive Separate PACES Certificates shall be printed,
     lithographed or engraved on steel engraved borders or may be produced in
     any other manner, all as determined by the officers of the Company
     executing such Separate PACES Certificates, consistent with the provisions
     of this Agreement, as evidenced by their execution thereof.

          (e) The Separate COVERS Certificate (including the form of
     Variable-Share Repurchase Contract forming part of the Separate COVERS
     evidenced thereby) shall be in

                                       19

<PAGE>

     substantially the form set forth in Exhibit C hereto, 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 or the quotation system on which
     the Separate COVERS may be listed or quoted for trading or any depositary
     therefor, or as may, consistently herewith, be determined by the officers
     of the Company executing such Separate COVERS Certificates, as evidenced by
     their execution of the Separate COVERS Certificates.

          (f) The definitive Separate COVERS Certificates shall be printed,
     lithographed or engraved on steel engraved borders or may be produced in
     any other manner, all as determined by the officers of the Company
     executing such Separate COVERS Certificates, consistent with the provisions
     of this Agreement, as evidenced by their execution thereof.

          (g) 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 (AS HEREINAFTER DEFINED) AND IS REGISTERED IN
     THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY
     NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO
     TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
     NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF,
     EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
     AGREEMENT.

          Unless this Certificate is presented by an authorized representative
     of The Depository Trust Company (55 Water Street, New York, New York) to
     the Company or its agent 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 Depository
     Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL
     since the registered owner hereof, Cede & Co., has an interest herein.

          SECTION 2.2. FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION. (a) The
     form of the Agent's certificate of authentication of the SPACES shall be in
     substantially the form set forth on the form of the SPACES Certificates.

          (b) The form of the Agent's certificate of authentication of the
     Separate PACES shall be in substantially the form set forth on the form of
     the Separate PACES Certificates.

          (c) The form of the Agent's certificate of authentication of the
     Separate COVERS shall be in substantially the form set forth on the form of
     the Separate COVERS Certificates.

                                       20

<PAGE>

                                  ARTICLE III

                                 THE SECURITIES

          SECTION 3.1. TITLE AND TERMS; DENOMINATIONS. (a) The aggregate number
     of SPACES, Separate COVERS and, if any, Separate PACES evidenced by
     Certificates authenticated, executed on behalf of the Holders and delivered
     hereunder is limited to, in each case, 1,725,000, except for Certificates
     authenticated, executed and delivered upon registration of transfer of, in
     exchange for, or in lieu of, other Certificates pursuant to Section 3.4,
     3.5, 3.10, 3.13, 3.14, 5.9, 5.10 or 8.5.

          (b) The Certificates shall be issuable only in registered form and
     only in denominations of a single SPACES, Separate PACES or Separate COVERS
     and any integral multiple thereof.

          SECTION 3.2. RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES. (a)
     Each SPACES Certificate shall evidence the number of SPACES specified
     therein, with each such SPACES representing the ownership by the Holder
     thereof of (i) one PACES and (ii) the rights and obligations of the Holder
     thereof and the Company under one Variable-Share Repurchase Contract. One
     PACES shall represent the ownership by the Holder thereof of (x) the
     Ownership Interest in the Treasury Strip, subject to the Pledge thereof,
     (y) the Ownership Interest in the Treasury Portfolio and (z) the rights and
     obligations of the Holder thereof and the Company under one Fixed-Share
     Purchase Contract, subject to the Pledge of the Fixed-Share Right. The
     Agent, as attorney-in-fact for, and on behalf of, the Holder of each SPACES
     shall pledge, pursuant to the Pledge Agreement, the Ownership Interest in
     the Treasury Strip and the Fixed-Share Right forming a part of such SPACES
     to the Collateral Agent and grant to the Collateral Agent a security
     interest in the right, title and interest of such Holder in such Ownership
     Interest in the Treasury Strip and the Fixed-Share Right, for the benefit
     of the Company, to secure, in the case of the Ownership Interest in the
     Treasury Strip, the obligation of the Holder under the Fixed-Share Purchase
     Contract to purchase the Common Stock of the Company and, in the case of
     the Fixed-Share Right, the obligation of the Holder under the
     Variable-Share Repurchase Contract to sell the Common Stock of the Company.
     Prior to the purchase of shares of Common Stock under each Fixed-Share
     Purchase Contract, such Contracts shall not entitle the Holders of SPACES
     Certificates 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 stockholders in
     respect of the meetings of stockholders or for the election of directors of
     the Company or for any other matter, or any other rights whatsoever as
     stockholders of the Company.

          (b) Each Separate PACES Certificate shall evidence the number of
     Separate PACES specified therein, with each such Separate PACES
     representing the ownership by the Holder thereof of (i) the Ownership
     Interest in the Treasury Strip, subject to the Pledge thereof, (ii) the
     Ownership Interest in the Treasury Portfolio and (iii) the rights and
     obligations of the Holder thereof and the Company under one Fixed-Share
     Purchase Contract. The Agent, as attorney-in-fact for, and on behalf of the
     Holder of each Separate PACES shall pledge, pursuant

                                       21

<PAGE>

to the Pledge Agreement, the Ownership Interest in the Treasury Strip forming a
part of such Separate PACES to the Collateral Agent and grant to the Collateral
Agent a security interest in the right, title and interest of such Holder in
such Ownership Interest in the Treasury Strip, for the benefit of the Company,
to secure the obligation of the Holder under the Fixed-Share Purchase Contract
to purchase the Common Stock of the Company. Prior to the purchase of shares of
Common Stock under each Fixed-Share Purchase Contract, such Contracts shall not
entitle the Holders of Separate PACES Certificates 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 stockholders in respect of the meetings of stockholders or for the
election of directors of the Company or for any other matter, or any other
rights whatsoever as stockholders of the Company.

     (c) Each Separate COVERS Certificate shall evidence the number of Separate
COVERS specified therein, with each such Separate COVERS representing the
ownership by the Holder thereof of the rights and obligations of the Holder
thereof and the Company under one Variable-Share Repurchase Contract. The Agent,
as attorney-in-fact for, and on behalf of, the Holder of each Separate COVERS
shall pledge, pursuant to the Pledge Agreement, a number of shares of Common
Stock equal to the Maximum Variable-Share Settlement Rate (rounded up to the
nearest whole share), per Variable-Share Repurchase Contract to the Collateral
Agent and grant to the Collateral Agent a security interest in the right, title
and interest of such Holder in such Common Stock, for the benefit of the
Company, to secure the obligation of such Holder under the Variable-Share
Repurchase Contract to sell the Common Stock to the Company. Subject to Section
4.3, the Holder of each Separate COVERS shall be entitled, with respect to the
Pledged Common Stock, to all of the rights of a holder of shares of Common
Stock.

     SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. (a) Subject to
the provisions of Sections 3.13 and 3.14, 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 Agent for
authentication, execution on behalf of the Holders and delivery, together with
its Issuer Order for authentication of such Certificates, and the Agent in
accordance with such Issuer Order shall authenticate, execute on behalf of the
Holders and deliver such Certificates.

     (b) The Certificates shall be executed on behalf of the Company by an
Authorized Officer and delivered to the Agent. The signature of any of these
officers on the Certificates may be manual or facsimile.

     (c) 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.

     (d) No 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 Agent, as such Holder's attorney-in-fact. Such
signature by an authorized signatory of the Agent shall be conclusive evidence
that the Holder of such Certificate has entered into the Contracts evidenced by
such Certificate.

                                       22

<PAGE>

     (e) Each Certificate shall be dated the date of its authentication.

     (f) 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 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 3.4. TEMPORARY CERTIFICATES. (a) Pending the preparation of
definitive Certificates, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on 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, Exhibit B or Exhibit C 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 or quotation
system on which the Securities may be listed or quoted for trading 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.

     (b) 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 cancelation of any one or more temporary
Certificates, the Company shall execute and deliver to the Agent, and the 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 3.5. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. (a) The
Agent shall keep at the Corporate Trust Office (x) a register (the "SPACES
Register") in which, subject to such reasonable regulations as it may prescribe,
the Agent shall provide for the registration of SPACES Certificates and
transfers of SPACES Certificates (the Agent, in such capacity, the "SPACES
Registrar"), (y) a register (the "Separate PACES Register") in which, subject to
such reasonable regulations as it may prescribe, the Agent shall provide for the
registration of Separate PACES Certificates and transfers of Separate PACES
Certificates (the Agent, in such capacity, the "Separate PACES Registrar") and
(z) a register (the "Separate COVERS Register") in which, subject to such
reasonable regulations as it may prescribe, the Agent shall provide for the
registration of Separate COVERS Certificates and transfers of Separate COVERS
Certificates (the Agent, in such capacity, the "Separate COVERS Registrar").

     (b) Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Agent, and
the Agent shall

                                       23

<PAGE>

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 like tenor and denominations, and evidencing a like number
of SPACES, Separate PACES or Separate COVERS, as the case may be.

     (c) At the option of the Holder, Certificates may be exchanged for other
Certificates, of like tenor and denominations and evidencing a like number of
SPACES, Separate PACES or Separate COVERS, 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 Agent, and the Agent shall authenticate, execute on behalf of the
Holder, and deliver the Certificates which the Holder making the exchange is
entitled to receive.

     (d) All Certificates issued upon any registration of transfer or exchange
of a Certificate shall evidence the ownership of the same number of SPACES,
Separate PACES or Separate COVERS, as the case may be, and be entitled to the
same benefits and subject to the same obligations, under this Agreement as the
SPACES, Separate PACES or Separate COVERS, as the case may be, evidenced by the
Certificate surrendered upon such registration of transfer or exchange.

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

     (f) No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the 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 3.6, 3.9
and 8.5 not involving any transfer.

     (g) Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder and deliver any Certificate
presented or surrendered for registration of transfer or for exchange on or
after the Business Day immediately preceding the earlier of the Fixed-Share
Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable,
and 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 Agent shall,

          (i)  in the case of SPACES or Separate PACES, if the Fixed-Share Stock
     Purchase Date has occurred, deliver the shares of Common Stock issuable in
     respect of the Fixed-Share Purchase Contracts forming a part of the SPACES
     or Separate PACES evidenced by such Certificate,

          (ii) in the case of SPACES or Separate PACES, if a Termination Event
     shall have occurred prior to the Fixed-Share Stock Purchase Date, transfer
     the Ownership

                                       24

<PAGE>

     Interest in the Treasury Strip and the Ownership Interest in the Treasury
     Portfolio relating to such SPACES or Separate PACES, or

          (iii) in the case of Separate COVERS, if a Termination Event shall
     have occurred prior to the Variable-Share Stock Purchase Date, transfer the
     Pledged Common Stock relating to such Separate COVERS, in each case subject
     to the applicable conditions and in accordance with the applicable
     provisions of Article V.

     SECTION 3.6. 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 a nominee or custodian thereof by, or on
behalf of, the Company. 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 3.9. The 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 3.9:

     (a) the provisions of this Section 3.6 shall be in full force and effect;

     (b) the Company and the Agent shall be entitled to deal with the Clearing
Agency for all purposes of this Agreement (including the payment of Contract
Payments, if any, and receiving approvals, votes or consents hereunder) as the
Holder of the Securities and the sole holder of the Global Certificate(s) and
shall have no obligation to the Beneficial Owners;

     (c) to the extent that the provisions of this Section 3.6 conflict with any
other provisions of this Agreement or any Certificate, the provisions of this
Section 3.6 shall control; and

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

     The Clearing Agency will make book-entry transfers among Clearing Agency
Participants and receive and transmit payments of Contract Payments to such
Clearing Agency Participants.

     SECTION 3.7. 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 a Clearing Agency or
the nominee of a Clearing Agency, the Company or the Company's agent shall,
except as set forth herein, have no obligation to the Beneficial Owners.

     SECTION 3.8. APPOINTMENT OF SUCCESSOR CLEARING AGENCY. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Securities, the Company may, in its sole discretion, appoint a successor
Clearing Agency with respect to the Securities.

                                       25

<PAGE>

     SECTION 3.9. DEFINITIVE CERTIFICATES. If

          (i)  a Clearing Agency notifies the Company that it is unwilling or
     unable to continue its services as securities depositary with respect to
     the Securities and a successor Clearing Agency is not appointed within 90
     days after such discontinuance pursuant to Section 3.8, or

          (ii) the Company elects to terminate the book-entry system through the
     Clearing Agency with respect to the Securities, then upon surrender of the
     Global Certificates representing the Book-Entry Interests with respect to
     the Securities by the Clearing Agency, accompanied by registration
     instructions, the Company shall cause definitive Certificates to be
     delivered to Beneficial Owners in accordance with the instructions of the
     Clearing Agency. 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.

     SECTION 3.10. MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES. (a) If
any mutilated Certificate is surrendered to the Agent, the Company shall execute
and deliver to the Agent, and the Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, a new Certificate at the cost of
the Holder, evidencing the same number of SPACES, Separate PACES or Separate
COVERS, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.

     (b) If there shall be delivered to the Company and the Agent (i) evidence
to their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) such security or indemnity at the cost of the Holder as may be required by
them to hold each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Agent that such Certificate has been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Agent, and the 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 SPACES, Separate
PACES or Separate COVERS, as the case may be, and bearing a Certificate number
not contemporaneously outstanding.

     (c) Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder, and deliver any Certificate on or
after the Business Day immediately preceding the earlier of the Fixed-Share
Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable,
and 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 Agent shall (i) in the case of SPACES or Separate PACES, if the Fixed-Share
Stock Purchase Date has occurred, deliver the shares of Common Stock issuable in
respect of the Fixed-Share Purchase Contracts forming a part of the SPACES or
Separate PACES evidenced by such Certificate, or (ii) if a Termination Event
shall have occurred prior to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, transfer the Ownership Interests in the
Treasury Strips and the Ownership Interest in the Treasury Portfolio or the
Pledged Common Stock, as the case may be, in each case subject to the applicable
conditions and in accordance with the applicable provisions of Article V.

                                       26

<PAGE>

     (d) Upon the issuance of any new Certificate under this Section, the
Company and the 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 Agent)
connected therewith.

     (e) 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
Securities 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.

     (f) 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. (a) Prior to due presentment of a
Certificate for registration of transfer, the Company, the Agent and its
Affiliates, and any agent of the Company or the Agent, may treat the Person in
whose name such Certificate is registered on the Register as the owner of the
Securities evidenced thereby for the purpose of receiving quarterly payments on
the Ownership Interest in the Treasury Portfolio, receiving payments of Contract
Payments, if any, and any Deferred Contract Payments, performance of the
Contracts and for all other purposes whatsoever, whether or not any payments in
respect thereof shall be overdue and notwithstanding any notice to the contrary,
and neither the Company, the Agent, such Affiliates nor any agent of the
Company, the Agent or such Affiliates, shall be affected by notice to the
contrary.

     (b) Notwithstanding the foregoing, with respect to any Global Certificate,
nothing herein shall prevent the Company, the Agent or any agent of the Company
or the Agent, from treating the Clearing Agency as the sole Holder of such
Global Certificate or from giving effect to any written certification, proxy or
other authorization furnished by any Clearing Agency (or its nominee), as a
Holder, with respect to such Global Certificate or impair, as between such
Clearing Agency and owners of beneficial interests in such Global Certificate,
the operation of customary practices governing the exercise of rights of such
Clearing Agency (or its nominee) as Holder of such Global Certificate.

     SECTION 3.12. CANCELATION. (a) All Certificates surrendered (i) for
delivery of shares of Common Stock on or after any Settlement Date; (ii) upon
the transfer of the Ownership Interests in the Treasury Strips and the Ownership
Interest in the Treasury Portfolio or the Pledged Common Stock, as the case may
be, after the occurrence of a Termination Event; or (iii) upon the registration
of a transfer or exchange of a Security shall, if surrendered to any Person
other than the Agent, be delivered to the Agent and, if not already canceled,
shall be promptly canceled by it. The Company may at any time deliver to the
Agent for cancelation 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 canceled by the Agent. No Certificates shall be authenticated, executed
on

                                       27

<PAGE>

behalf of the Holder and delivered in lieu of or in exchange for any
Certificates canceled as provided in this Section, except as expressly permitted
by this Agreement. All canceled Certificates held by the Agent shall upon
written request be returned to the Company.

     (b) If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancelation of such
Certificate unless and until such Certificate is delivered to the Agent canceled
or for cancelation.

     SECTION 3.13. SPLITTING APART SPACES. (a) A Holder may separate the PACES
from the related Variable-Share Repurchase Contract in respect of the SPACES
held by such Holder by substituting for the Pledged Fixed-Share Right securing
such Holder's obligations under the Variable-Share Repurchase Contract a number
of shares of Common Stock equal to the Maximum Variable-Share Settlement Rate
(rounded up to the nearest whole share) per Variable-Share Repurchase Contract
(a "Collateral Substitution"). A Holder may effectuate a Collateral
Substitution, at any time from and after the date of this Agreement and on or
prior to the third Business Day immediately preceding the Fixed-Share Stock
Purchase Date, by (i) depositing with the Collateral Agent a number of shares of
Common Stock equal to the Maximum Variable-Share Settlement Rate (rounded up to
the nearest whole share) and (ii) transferring the related SPACES to the Agent
accompanied by a notice to the Agent, substantially in the form of Exhibit E
hereto, stating that the Holder has transferred the relevant amount of Common
Stock to the Collateral Agent and requesting that the Agent instruct the
Collateral Agent to release the Pledged Fixed-Share Right underlying such
SPACES, whereupon the Agent shall promptly give such instruction to the
Collateral Agent, substantially in the form of Exhibit D hereto. Upon receipt of
the Common Stock described in clause (i) above and the instruction described in
clause (ii) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will release such Pledged Fixed-Share Right from the Pledge,
free and clear of the Company's security interest therein, and upon notification
of such release the Agent shall promptly:

          (i)  cancel the related SPACES; and

          (ii) authenticate, execute on behalf of such Holder and deliver a
     Separate PACES Certificate and a Separate COVERS Certificate executed by
     the Company in accordance with Section 3.3 evidencing the same number of
     PACES and Variable-Share Repurchase Contracts as were evidenced by the
     canceled SPACES.

     (b) Holders who elect to separate the Pledged Fixed-Share Rights from the
related Variable-Share Repurchase Contracts and to substitute Common Stock for
such Pledged Fixed-Share Rights shall be responsible for any fees or expenses
payable to the Collateral Agent for its services as Collateral Agent in respect
of the substitution, and the Company shall not be responsible for any such fees
or expenses.

     (c) In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the SPACES or fails to
deliver a SPACES Certificate to the Agent after depositing Common Stock with the
Collateral Agent, the Pledged Fixed-Share Rights constituting a part of such
SPACES, and any distributions on such Pledged Fixed-Share Rights shall be held
in the name of the Agent or its nominee in trust for the benefit

                                       28

<PAGE>

of such Holder, until such SPACES are so transferred or the SPACES Certificate
is so delivered, as the case may be, or, with respect to a SPACES Certificate,
such Holder provides evidence satisfactory to the Company and the Agent that
such SPACES Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Agent and the Company.

     (d) Except as described in this Section 3.13, for so long as the
Fixed-Share Purchase Contract underlying a SPACES remains in effect, such SPACES
shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such SPACES in respect of such constituent parts
may be acquired, and may be transferred and exchanged, only as a SPACES, subject
to the pledge of the Fixed-Share Right pursuant to the terms hereof and of the
Pledge Agreement.

     SECTION 3.14. RE-CREATING SPACES. (a) A Holder of Separate PACES and
Separate COVERS may re-create SPACES, at any time from and after the date of
this Agreement and on or prior to the third Business Day immediately preceding
the Fixed-Share Stock Purchase Date, by (i) pledging to the Collateral Agent the
Fixed-Share Rights relating to such number of Separate PACES as is equal to such
Separate COVERS and (ii) transferring such Separate PACES and Separate COVERS to
the Agent accompanied by a notice to the Agent, substantially in the form of
Exhibit E hereto, stating that the Holder has pledged the relevant number of
Fixed-Share Rights to the Collateral Agent and requesting that the Agent
instruct the Collateral Agent to release the Pledged Common Stock underlying
such Separate COVERS, whereupon the Agent shall promptly give such instruction
to the Collateral Agent, substantially in the form of Exhibit D hereto. Upon
receipt of the Pledge of the Fixed-Share Rights described in clause (i) above
and the instruction described in clause (ii) above, in accordance with the terms
of the Pledge Agreement, the Collateral Agent will release to the Agent, on
behalf of the Holder, such Pledged Common Stock, free and clear of the Company's
security interest therein, and upon receipt thereof the Agent shall promptly:

          (i)   cancel the related Separate PACES and Separate COVERS;

          (ii)  transfer the Pledged Common Stock to the Holder; and

          (iii) authenticate, execute on behalf of such Holder and deliver a
     SPACES Certificate executed by the Company in accordance with Section 3.3
     evidencing the same number of Contracts as were evidenced by the canceled
     Separate PACES and Separate COVERS.

     (b) Except as provided in this Section 3.14, Separate PACES and Separate
COVERS shall not be available for re-creating SPACES, and the rights and
obligations of the Holder of such Separate PACES and Separate COVERS may be
acquired, and may be transferred and exchanged, only as a Separate PACES or
Separate COVERS, including the Collateral related thereto.

     SECTION 3.15. TRANSFER OF COLLATERAL AND OWNERSHIP INTEREST IN THE TREASURY
PORTFOLIO UPON OCCURRENCE OF TERMINATION EVENT. Upon the occurrence of a
Termination Event and the transfer to the Agent of the Ownership Interests in
the Treasury Strips or the Common Stock, as the case may be, underlying

                                       29

<PAGE>

the SPACES, Separate PACES or Separate COVERS pursuant to the terms of the
Pledge Agreement, the Agent shall request transfer instructions with respect to
the Ownership Interests in the Treasury Portfolio and/or such Ownership
Interests in the Treasury Strips or Common Stock, as the case may be, from each
Holder by written request, substantially in the form of Exhibit G hereto, mailed
to such Holder at its address as it appears in the SPACES Register, the Separate
PACES Register or the Separate COVERS Register, as the case may be. Upon
book-entry transfer of the SPACES, Separate PACES or Separate COVERS or delivery
of a SPACES Certificate, Separate PACES Certificate or Separate COVERS
Certificate to the Agent with such transfer instructions, the Agent shall
transfer the Ownership Interests in the Treasury Portfolio and/or the Ownership
Interests in the Treasury Strips or Common Stock, as the case may be, underlying
such SPACES, Separate PACES or Separate COVERS, to such Holder by book-entry
transfer, or other appropriate procedures, in accordance with such instructions.
In the event a Holder of SPACES, Separate PACES or Separate COVERS fails to
effect such transfer or delivery, the Ownership Interests in the Treasury
Portfolio and/or the Ownership Interests in the Treasury Strips or Common Stock,
as the case may be, underlying such SPACES, Separate PACES or Separate COVERS,
and any distributions thereon, shall be held in the name of the Agent or its
nominee in trust for the benefit of such Holder, until such SPACES, Separate
PACES or Separate COVERS are transferred or the SPACES Certificate, Separate
PACES Certificate or Separate COVERS Certificate is surrendered or such Holder
provides satisfactory evidence that such SPACES Certificate, Separate PACES
Certificate or Separate COVERS Certificate has been destroyed, lost or stolen,
together with any indemnity that may be required by the Agent and the Company.
In the case of the Ownership Interests in the Treasury Portfolio and the
Ownership Interests in the Treasury Strips, the Agent may dispose of the subject
securities for cash and pay the applicable portion of such cash to the Holders
in lieu of any Treasury securities, where such Holder would otherwise have been
entitled to receive less than $1,000 principal amount of such security.

     SECTION 3.16. NO CONSENT TO ASSUMPTION. Each Holder of a Security, by
acceptance thereof, will be deemed expressly to have withheld any consent to the
assumption (i.e., affirmance) under Section 365 of the Bankruptcy Code or
otherwise, of the applicable Contracts by the Company, its trustee in
bankruptcy, any receiver, liquidator or person or entity performing similar
functions in the event that the Company becomes a debtor under the Bankruptcy
Code or subject to other similar state or federal law providing for
reorganization or liquidation.

                                   ARTICLE IV

                    TREASURY SECURITIES; PLEDGED COMMON STOCK

     SECTION 4.1. QUARTERLY DISTRIBUTIONS; RIGHTS TO DISTRIBUTIONS PRESERVED.
(a) A distribution on any Ownership Interest in the Treasury Portfolio which is
paid on any Payment Date shall be paid to the Person in whose name the SPACES
Certificate (or one or more Predecessor SPACES Certificates) or the Separate
PACES Certificate (or one or more Predecessor Separate PACES Certificates) of
which such Ownership Interest is a part is registered at the close of business
on the Record Date for such Payment Date.

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<PAGE>

     (b) In the case of any SPACES or Separate PACES with respect to which Early
Settlement or Merger Early Settlement of the underlying Fixed-Share Purchase
Contract is effected in other than integral multiples of 1,000 related SPACES or
Separate PACES, notwithstanding such Early Settlement or Merger Early
Settlement, as the case may be, distributions on the Ownership Interest in the
Treasury Portfolio otherwise payable on future Payment Dates shall be payable on
such future Payment Dates, to the extent treasury strips underlying the
Ownership Interest in the Treasury Portfolio are not distributed to the Holder
as provided herein, and such distributions shall, subject to receipt thereof by
the Agent, be payable to the Person in whose name the SPACES Certificate (or one
or more Predecessor SPACES Certificates) or Separate PACES Certificate (or one
or more Predecessor Separate PACES Certificates) was registered at the close of
business on the Record Date immediately preceding the Early Settlement or Merger
Early Settlement, as applicable. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any SPACES or Separate PACES with
respect to which Early Settlement or Merger Early Settlement of the underlying
Fixed-Share Purchase Contract is effected, distributions on the related
Ownership Interest in the Treasury Portfolio that would otherwise be payable
after the applicable Settlement Date shall not be payable hereunder to the
Holder of such SPACES or Separate PACES.

     SECTION 4.2. DISTRIBUTIONS; NOTICE AND VOTING. (a) Subject to the terms
hereof and the terms of the Pledge Agreement, any distribution made by the
Company on Pledged Common Stock underlying a Separate COVERS shall, subject to
the receipt thereof by the Agent, be distributed by the Agent to the Holder of
such Separate COVERS on the record date for determining the holders of Common
Stock entitled to receive such distribution; provided that any such
distributions received by the Agent prior to 1:00 p.m., New York City time,
shall be distributed by the Agent to Holders on the day received by the Agent,
and that any such distributions received by the Agent at or after 1:00 p.m., New
York City time, shall be distributed by the Agent to Holders on the following
Business Day. Subject to Section 4.5(c) of the Pledge Agreement, the Collateral
Agent shall promptly deliver to the Agent, for the benefit of the applicable
Holders, any such distributions received by the Collateral Agent.

     (b) Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Pledged
Common Stock, 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
Common Stock are entitled to vote or upon any solicitation of consents or
proxies of holders of Common Stock, the Agent shall, as soon as practicable
thereafter, mail, first class, postage pre-paid, to the Holders of Separate
COVERS 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 Agent
     therefor (which, to the extent possible, shall be the same date as the
     record date for determining the holders of Common Stock entitled to vote)
     shall be entitled to instruct the Agent as to the exercise of the voting
     rights pertaining to such Common Stock underlying their Separate COVERS;
     and

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

                                       31

<PAGE>

Upon the written request of the Holders of Separate COVERS on such record date
received by the Agent at least six days prior to such meeting, the 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 shares of
Pledged Common Stock as to which any particular voting instructions are
received. In the absence of specific instructions from the Holder of a Separate
COVERS, the Agent shall abstain from voting the Pledged Common Stock underlying
such Separate COVERS. The Company hereby agrees, if applicable, to solicit
Holders of Separate COVERS to timely instruct the Agent in order to enable the
Agent to vote such Pledged Common Stock.

     Except as set forth in this Section 4.2, the Holders of Securities shall
have no voting or other rights in respect of Common Stock.

                                   ARTICLE V

                                  THE CONTRACTS

     SECTION 5.1. PURCHASE AND SALE OF SHARES OF COMMON STOCK. (a) Each
Fixed-Share Purchase Contract shall, unless an Early Settlement has occurred in
accordance with Section 5.9 or a Merger Early Settlement has occurred in
accordance with Section 5.10, obligate the Holder of the related Security to
purchase, and the Company to sell, on the Fixed-Share Stock Purchase Date at a
price equal to $200 (the "Purchase Price"), 5.0505 newly issued shares of Common
Stock (the "Fixed-Share Settlement Rate") subject to adjustment as provided in
Section 5.6 unless, on or prior to the Fixed-Share Stock Purchase Date, there
shall have occurred a Termination Event with respect to the Security of which
such Fixed-Share Purchase Contract is a part. As provided in Section 5.12, no
fractional shares of Common Stock will be issued upon settlement of Fixed-Share
Purchase Contracts.

     (b) Each Variable-Share Repurchase Contract shall, unless an Early
Settlement has occurred in accordance with Section 5.9, or a Merger Early
Settlement has occurred in accordance with Section 5.10, obligate the Holder of
the related Security to sell, and the Company to purchase, on the Variable-Share
Stock Purchase Date, a number of shares of Common Stock equal to the
Variable-Share Settlement Rate (as defined below) unless, on or prior to the
Variable-Share Stock Purchase Date, there shall have occurred a Termination
Event with respect to the Security of which such Variable-Share Repurchase
Contract is a part. The "Variable-Share Settlement Rate" is equal to

          (i)  if the Applicable Market Value (as defined below) is equal to or
     greater than $48.7080 (the "Threshold Appreciation Price"), 0.9444 shares
     of Common Stock per Variable-Share Repurchase Contract,

          (ii) if the Applicable Market Value is less than the Threshold
     Appreciation Price, but is greater than $39.6000, the number of shares of
     Common Stock per Variable-Share Repurchase Contract equal to (x) $200
     divided by $39.6000 minus (y) $200 divided by the Applicable Market Value,
     and

                                       32

<PAGE>

          (iii) if the Applicable Market Value is less than or equal to
     $39.6000, zero shares of Common Stock per Variable-Share Repurchase
     Purchase Contract,

     in each case subject to adjustment as provided in Section 5.6 (and in each
     case rounded upward or downward to the nearest 1/10,000th of a share). As
     provided in Section 5.12, no fractional shares of Common Stock will be sold
     upon settlement of Variable-Share Repurchase Contracts.

          (c) At any time prior to December 31, 2005, the Company may elect to
     fix the Variable-Share Settlement Rate in accordance with the formula (the
     "Fixing Formula") set forth on Exhibit F hereto (the new Settlement Rate
     referred to as the "Fixed Variable-Share Settlement Rate"). If the Company
     elects to fix the Variable-Share Settlement Rate, the Company must prepare
     and transmit to the Agent a Company Certificate setting forth its intention
     to fix the Variable-Share Settlement Rate. Prior to 10:00 a.m., New York
     City time, on the Business Day following the expiration of the 20
     consecutive Trading Day period commencing the third Trading Day following
     the date of such Company Certificate, the Company will be required, in
     accordance with Section 5.7, to prepare and transmit to the Agent an
     additional Company Certificate setting forth its calculation of the Fixed
     Variable-Share Settlement Rate in accordance with the Fixing Formula and
     the effective date of the Fixed Variable-Share Settlement Rate. In no event
     will the Fixed Variable-Share Settlement Rate be greater than the Maximum
     Variable-Share Settlement Rate, subject to adjustment as provided in
     Section 5.6. The Fixed Variable-Share Settlement Rate will become effective
     at the open of business two Business Days after the close of the 20
     consecutive Trading Day period.

          (d) 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 Variable-Share
     Stock Purchase Date or, in the event of a Cash Merger contemplated by
     Section 5.10, the Cash Merger Date. The "Closing Price" of the Common Stock
     on any date of determination means the closing sale price per share (or, if
     no closing sale price is reported, the last reported sale price) of the
     Common Stock on the New York Stock Exchange (the "NYSE") on such date or,
     if the Common Stock is not listed for trading on the NYSE on any such date,
     as reported in the composite transactions for the principal United States
     securities exchange on which the Common Stock is so listed, or if the
     Common Stock is not so listed on a United States securities exchange, as
     reported by The Nasdaq Stock Market, or 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 if such bid price is not available, the market
     value of the Common Stock on such date as determined by a nationally
     recognized independent investment banking firm retained by the Company for
     this purpose. A "Trading Day" means a day on which the Common Stock (A) 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 (B)
     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 at the close of business on such day.

          (e) Each Holder of a Security, by its acceptance thereof, irrevocably
     authorizes the Agent to enter into and perform the related Contract or
     Contracts on its behalf as its attorney-in-fact (including the execution of
     Certificates on behalf of such Holder), agrees to be bound by the terms and
     provisions thereof, covenants and agrees to perform its obligations under
     such

                                       33

<PAGE>

     Contract or Contracts, consents to the provisions hereof, irrevocably
     authorizes the Agent as its attorney-in-fact to enter into and perform the
     Pledge Agreement on its behalf as its attorney-in-fact, and consents to and
     agrees to be bound by the Pledge of the Ownership Interest in the Treasury
     Strip, the Fixed-Share Right, or the Common Stock, as the case may be,
     pursuant to the Pledge Agreement; provided that upon a Termination Event,
     the rights of the Holder of such Security under the Contract or Contracts
     may be enforced without regard to any other rights or obligations. Each
     Holder of a Security, by its acceptance thereof, further covenants and
     agrees, that, to the extent and in the manner provided in Section 5.4 and
     the Pledge Agreement, but subject to the terms thereof, (i) payment in
     respect of the Pledged Ownership Interest in the Treasury Strip to be paid
     upon settlement of such Holder's obligations to purchase Common Stock under
     the Fixed-Share Purchase Contract, shall be paid on the Fixed-Share Stock
     Purchase Date by the Collateral Agent to the Company in satisfaction of
     such Holder's obligations under such Fixed-Share Purchase Contract and such
     Holder shall acquire no right, title or interest in such payments, (ii)
     upon settlement of such Holder's obligations to sell Common Stock under the
     Variable-Share Repurchase Contract underlying a Separate COVERS, the
     Pledged Common Stock underlying such Separate Variable Share Repurchase
     Contract shall be delivered on the Settlement Date by the Collateral Agent
     to the Agent and, to the extent necessary, delivered by the Agent to the
     Company in satisfaction of such Holder's obligations under such
     Variable-Share Repurchase Contract and such Holder shall acquire no right,
     title or interest in such Pledged Common Stock so delivered to the Company,
     and (iii) out of the Common Stock delivered upon settlement of such
     Holder's obligations under the Fixed-Share Purchase Contract forming a part
     of the SPACES a number of Shares per related Variable-Share Repurchase
     Contract equal to the Maximum Variable-Share Settlement Rate (rounded up to
     the nearest whole share) automatically shall be pledged to the Collateral
     Agent, for the benefit of the Company, to secure such Holder's obligations
     under such Variable-Share Repurchase Contract.

          (f) 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, except as may be required by the Agent pursuant hereto)
     under the terms of this Agreement, the Contracts underlying such
     Certificate and the Pledge Agreement and the transferor shall be released
     from the obligations under this Agreement, the Contracts underlying the
     Certificates 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 5.2. CONTRACT PAYMENTS. (a) Subject to Section 5.3 herein, the
     Company shall pay, on each Payment Date, the Contract Payments, if any,
     payable in respect of each Contract to the Person in whose name a
     Certificate (or one or more Predecessor Certificates) is registered on the
     Register at the close of business on the Record Date next preceding such
     Payment Date in such coin or currency of the United States as at the time
     of payment shall be legal tender for payments. The Contract Payments, if
     any, will be payable at the Corporate Trust Office or, at the option of the
     Company, by check mailed to the address of the Person entitled thereto at
     such Person's address as it appears on the Register or by wire transfer to
     an account appropriately designated by a prior written notice by such
     Person.

                                       34

<PAGE>

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

          (c) Each Certificate delivered under this Agreement upon registration
     of transfer of or in exchange for or in lieu of any other Certificate
     (including as a result of a Collateral Substitution or the re-creation of a
     SPACES) shall carry the rights to Contract Payments, if any, accrued and
     unpaid, and to accrue Contract Payments, if any, which is carried by the
     Contracts underlying such other Certificates.

          (d) Subject to Sections 5.4, 5.9 and 5.10, in the case of any Security
     with respect to which Early Settlement or Merger Early Settlement of the
     underlying Contract is effected on an Early Settlement Date or a Merger
     Early Settlement Date, respectively, in each case on a date that is after
     any Record Date and on or prior to the next succeeding Payment Date,
     Contract Payments on the Contract or Contracts underlying such Security
     otherwise payable on such Payment Date shall be payable on such Payment
     Date notwithstanding such Early Settlement or Merger Early Settlement, and
     such Contract Payments shall, subject to the receipt thereof by the Agent,
     be paid to the Person in whose name the Certificate evidencing such
     Security (or one or more Predecessor Certificates) was 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 SPACES
     or Separate PACES with respect to which Early Settlement of the underlying
     Fixed-Share Purchase Contract is effected on an Early Settlement Date,
     Contract Payments, if any, that would otherwise be payable after the Early
     Settlement Date with respect to such Fixed-Share Purchase Contract shall
     not be payable. Holders of Variable-Share Repurchase Contracts will
     continue to be entitled to receive Contract Payments (including any accrued
     Contract Payments or Deferred Contract Payments), if any, thereon after
     Early Settlement or Merger Early Settlement thereof, in the same manner and
     at the same time as if such Contracts had not been settled.

          (e) Anything in this Agreement notwithstanding, the Company's
     obligations with respect to Contract Payments (including, for purposes of
     this Section 5.2(e), any accrued or Deferred Contract Payment) shall be
     subordinate and junior, to the extent and in the manner hereinafter set
     forth, to all Senior Indebtedness.

          If the Company shall default in the payment of any principal of (or
     premium, if any) or interest on any Senior Indebtedness when the same
     becomes due and payable, whether at maturity or at a date fixed for
     prepayment or by declaration of acceleration or otherwise, then, upon
     written notice of such default to the Company by the holders of Senior
     Indebtedness or any trustee therefor, unless and until such default shall
     have been cured or waived or shall have ceased to exist, no Contract
     Payment shall be made or agreed to be made on account of the Securities.

          In the event of (a) any insolvency, bankruptcy, receivership,
     liquidation, reorganization, readjustment, composition or other similar
     proceedings relating to the Company, its creditors or its property, (b) any
     proceeding for the liquidation, dissolution or other winding up of the
     Company, voluntary or involuntary, whether or not involving insolvency or
     bankruptcy proceedings, (c) any assignment by the Company for the benefit
     of creditors or (d) any other

                                       35

<PAGE>

marshalling of the assets of the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
first be paid in full before any Contract Payment shall be made to any Holder of
any of the Securities on account thereof. Any Contract Payment which would
otherwise (but for these subordination provisions) be payable or deliverable in
respect of the Securities shall be paid or delivered directly to the holders of
Senior Indebtedness in accordance with the priorities then existing among such
holders until all Senior Indebtedness (including any interest thereon accruing
after the commencement of any Proceeding) shall have been paid in full.

     SECTION 5.3. DEFERRAL OF CONTRACT PAYMENTS. (a) The Company shall have the
right or, at the direction of the Federal Reserve Board, shall be obligated, at
any time prior to the Fixed-Share Stock Purchase Date or the Variable-Share
Stock Purchase Date, as applicable, to defer the payment of any or all of the
Contract Payments otherwise payable on any Payment Date, but only if the Company
shall give the Holders and the Agent written notice of its intention to defer
each such Contract 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 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.

     Any Contract Payments so deferred shall, to the extent permitted by law,
accrue additional Contract Payments thereon at the rate of 6.75% per year
(computed on the basis of a 360-day year of twelve 30-day months), compounding
on each succeeding Payment Date, until paid in full (such deferred installments
of Contract Payments, if any, together with the additional Contract Payments, if
any, accrued thereon, are referred to herein as the "Deferred Contract
Payments"). Deferred Contract Payments, if any, shall be due on the next
succeeding Payment Date except to the extent that payment is deferred pursuant
to this Section 5.3. No Contract Payments may be deferred to a date that is
after the Fixed-Share Stock Purchase Date, in the case of Contract Payments
payable on the Fixed-Share Purchase Contracts, or the Variable-Share Stock
Purchase Date, in the case of Contract Payments payable on the Variable-Share
Repurchase Contracts, and no such deferral period may end other than on a
Payment Date. If the Contracts are terminated upon the occurrence of a
Termination Event, the Holder's right to receive Contract Payments, if any, and
Deferred Contract Payments will terminate.

     (b) In the event that the Company defers the payment of Contract Payments
until a Payment Date prior to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, then all Deferred Contract
Payments, if any, shall be payable to the registered Holders as of the close of
business on the Record Date immediately preceding such Payment Date.

     (c) In the event that the Company defers the payment of Contract Payments
until the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase
Date, as applicable,

                                       36

<PAGE>

each Holder will receive on the Fixed-Share Stock Purchase Date or the
Variable-Share Purchase Date, as applicable, an amount equal to the Deferred
Contract Payments, payable, at the Company's election, in shares of Common Stock
or Notes. If the Company elects to pay the Deferred Contract Payments in shares
of Common Stock, each Holder will receive a number of shares (in addition to a
number of shares of Common Stock equal to the Fixed-Share Settlement Rate, if
applicable) equal to (A) the aggregate amount of Deferred Contract Payments
payable to such Holder divided by (B) the greater of (x) the Applicable Market
Value on the Fixed-Share Stock Purchase Date or the Variable-Share Stock
Purchase Date, as applicable, and (y) $13.20 (as adjusted in a manner consistent
with Section 5.6). If the Company elects to issue Notes in payment of the
Deferred Contract Payments, such Notes shall have a principal amount equal to
the Deferred Contract Payments.

     (d) No fractional shares of Common Stock will be issued by the Company with
respect to the payment of Deferred Contract Payments on the Fixed-Share Stock
Purchase Date or the Variable-Share Stock Purchase Date, as applicable. In lieu
of fractional shares otherwise issuable with respect to such payment of Deferred
Contract Payments, the Holder will be entitled to receive an amount in cash as
provided in Section 5.12.

     (e) In the event the Company defers the payment of Contract Payments, then
until the Deferred Contract Payments have been paid, the Company shall not
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's Capital
Stock other than:

          (i) repurchases, redemptions or other acquisitions of shares of the
     Company's Capital Stock in connection with any employment contract, benefit
     plan or other similar arrangement with or for the benefit of any one or
     more employees, officers, directors or consultants, in connection with a
     dividend reinvestment or stockholder stock purchase plan or in connection
     with the issuance of the Company's Capital Stock, or securities convertible
     into or exercisable for such Capital Stock, as consideration in an
     acquisition transaction entered into prior to the deferral of Contract
     Payments;

          (ii) as a result of an exchange or conversion of any class or series
     of the Company's Capital Stock for any Capital Stock of the Company's
     subsidiaries, or for any class or series of the Company's Capital Stock, or
     of any class or series of the Company's indebtedness for any class or
     series of the Company's Capital Stock;

          (iii) the purchase of fractional interests of the Company's Capital
     Stock pursuant to the conversion or exchange provisions of such Capital
     Stock or the security being converted or exchanged;

          (iv) any declaration of a dividend in connection with any rights plan,
     or the issuance of rights, stock or other property under any rights plan,
     or the redemption or repurchase of rights pursuant thereto; or

          (v) any dividend in the form of stock, warrants, options or other
     rights where the dividend stock or stock issuable upon exercise of such
     warrants, options or other

                                       37

<PAGE>

rights is the same stock as that on which the dividend is being paid or ranks
equally with or junior to such stock.

          SECTION 5.4. PAYMENT OF PURCHASE PRICE; DELIVERY OF SHARES. (a) Upon
     the maturity of the Treasury Strips underlying the SPACES or Separate
     PACES, on the Fixed-Share Stock Purchase Date, the Collateral Agent shall
     remit to the Company an amount equal to the aggregate Purchase Price
     applicable to the SPACES or Separate PACES, as payment for the Common Stock
     issuable upon settlement thereof without receiving any instructions from
     the Holders of such Securities, and the Collateral Agent shall deliver the
     Fixed-Share Rights Certificate to the Company for cancellation.

          (b) The obligations of each Holder of SPACES or Separate PACES to pay
     the Purchase Price are non-recourse obligations and, except to the extent
     paid upon Early Settlement or Merger Early Settlement, are payable solely
     out of the proceeds of any Collateral pledged to secure the obligations of
     the Holders under the related Fixed-Share Purchase Contracts and in no
     event will Holders be liable for any deficiency between such proceeds and
     the Purchase Price.

          (c) Notwithstanding anything to the contrary herein, the Company shall
     not be obligated to issue any shares of Common Stock in respect of a
     Fixed-Share Purchase Contract or deliver any certificates therefor to the
     Holder of the related Security unless the Company shall have received
     payment in full of the aggregate Purchase Price for the shares of Common
     Stock to be purchased thereunder by such Holder in the manner herein set
     forth and, in the case of Fixed-Share Purchase Contracts that form a part
     of SPACES, the Company shall have received the related Fixed-Share Rights
     Certificate.

          (d) On the Variable-Share Stock Purchase Date, out of the Collateral
     securing Variable-Share Repurchase Contracts forming a part of Separate
     COVERS, the Collateral Agent shall remit to the Company a number of shares
     of Common Stock equal to the Settlement Rate applicable to such
     Variable-Share Repurchase Contracts plus a cash payment in lieu of any
     fraction of a share, in satisfaction of the Holders' obligations to sell
     Common Stock pursuant to such Variable-Share Repurchase Contracts, without
     receiving any instructions from the Holders of such Separate COVERS. Any
     shares of Common Stock held as Collateral that are in excess of the amount
     necessary to satisfy a Holder's obligations under such Variable-Share
     Repurchase Contracts will be deposited by the Collateral Agent with the
     Agent, for the benefit of such Holder. The Collateral Agent shall be
     entitled to dispose of any Collateral in order to make a cash payment to
     the Company in lieu of any a fraction of a share.

          (e) Subject to the obligations of a Holder in the event of a
     Collateral Insufficiency, as described in Section 4.5(c) of the Pledge
     Agreement, the obligations of each Holder of Separate COVERS to sell Common
     Stock pursuant to the underlying Variable-Share Repurchase Contracts are
     non-recourse obligations and shall be satisfied solely out of the
     Collateral pledged to secure the obligations of the Holders under such
     Variable-Share Repurchase Contracts and in no event will Holders be liable
     for any deficiency between such Collateral and the applicable Settlement
     Rate.

     SECTION 5.5. ISSUANCE OF SHARES OF COMMON STOCK. (a) Unless a Termination
Event shall have occurred on or prior to the Fixed-Share Stock Purchase Date or
an

                                       38

<PAGE>

Early Settlement or a Merger Early Settlement shall have occurred, and subject
to Section 5.5(b), on the Fixed-Share Stock Purchase Date, upon the Company's
receipt of payment in full of the Purchase Price for the shares of Common Stock
purchased by the Holders pursuant to the foregoing provisions of this Article
and subject to Section 5.6(b), the Company shall issue and deposit with the
Agent, for the benefit of the Holders of the Outstanding Securities (excluding
Separate COVERS), one or more certificates representing the newly issued shares
of Common Stock registered in the name of the Agent (or its nominee) as
custodian for the Holders (such certificates for shares of Common Stock,
together with any dividends or distributions for which both a record date and
payment date for such dividend or distribution has occurred after the
Fixed-Share Stock Purchase 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 SPACES Certificate or a Separate PACES
Certificate to the Agent on or after the Fixed-Share Stock Purchase Date,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive in exchange therefor (i)
a certificate representing that number of whole shares of Common Stock which
such Holder is entitled to receive pursuant to the provisions of this Article V
(after taking into account all Securities then held by such Holder) together
with cash in lieu of fractional shares as provided in Section 5.12 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 canceled. Upon surrender of a
SPACES Certificate as described above or in connection with Early Settlement or
Merger Early Settlement, the Holder of such Certificate shall also be entitled
to receive in exchange therefor a Separate COVERS Certificate representing a
number of Separate COVERS equal to the number of Variable Share Repurchase
Contracts forming a part of the SPACES being settled and which Variable-Share
Repurchase Contracts are not also being settled. Such shares and, if applicable,
Separate COVERS Certificates 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 Agent. If any shares of Common Stock issued in respect of a
Fixed-Share Purchase Contract or, if applicable, Separate COVERS Certificates
issued in respect of a SPACES are to be registered to a Person other than the
Person in whose name the Certificate evidencing such Fixed-Share Purchase
Contract or, if applicable, SPACES is registered, no such registration shall be
made unless the Person requesting such registration has paid any transfer and
other taxes required by reason of such registration in a name other than that of
the registered Holder of such Certificate or has established to the satisfaction
of the Company that such tax either has been paid or is not payable.

     (b) Upon settlement of a Fixed-Share Purchase Contract forming a part of a
SPACES, whether such settlement is on the Fixed-Share Stock Purchase Date as
provided above or is an Early Settlement or a Merger Early Settlement, without
receiving any instructions from the Holders of such Fixed-Share Purchase
Contracts, the Agent shall pledge to the Collateral Agent, as attorney-in-fact
for such Holders, out of the shares of Common Stock deposited with the Agent for
the benefit of such Holders, a number of shares of Common Stock equal to the
Maximum Variable-Share Settlement Rate (rounded up to the nearest whole share)
per Separate COVERS resulting from such settlement, as further provided in the
Pledge Agreement. The Pledged Common Stock shall secure the Holders' obligations
to sell Common Stock pursuant to the Variable-Share Repurchase Contracts forming
a part of such Separate COVERS.

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<PAGE>

     SECTION 5.6. ADJUSTMENT OF SETTLEMENT RATES. (a) Adjustments for Dividends,
Distributions, Stock Splits, Etc.

          (i) Stock Dividends. In case the Company shall pay or make a dividend
     or other distribution on the Common Stock in Common Stock, the Settlement
     Rates in effect at the opening of business on the day following the date
     fixed for the determination of stockholders entitled to receive such
     dividend or other distribution shall be increased by dividing the
     applicable Settlement Rate by a fraction of which 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 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 (i), 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 will not pay any dividend or make
     any distribution on shares of Common Stock held in the treasury of the
     Company.

          (ii) Stock Purchase Rights. In case the Company shall issue rights,
     options or warrants to all holders of its Common Stock (that are not
     available on an equivalent basis to Holders of the Securities upon
     settlement of the Contracts underlying such Securities) entitling them to
     subscribe for or purchase shares of Common Stock at a price per share less
     than the Current Market Price per share of the Common Stock on the date
     fixed for the determination of stockholders entitled to receive such
     rights, options or warrants (other than pursuant to any dividend
     reinvestment, share purchase or similar plan), the Settlement Rates in
     effect at the opening of business on the day following the date fixed for
     such determination shall be increased by dividing the applicable Settlement
     Rate by a fraction, the numerator of which 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 the denominator of which 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 (ii), 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 issue any such rights,
     options or warrants in respect of shares of Common Stock held in the
     treasury of the Company.

          (iii) Stock Splits; Reverse Splits. In case outstanding shares of
     Common Stock shall be subdivided or split into a greater number of shares
     of Common Stock, the Settlement Rates 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,

                                       40

<PAGE>

conversely, in case outstanding shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock, the Settlement Rates 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.

          (iv) Debt or Asset Distributions. 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 or warrants referred to in paragraph (ii) of this
     Section, any dividend or distribution paid exclusively in cash and any
     dividend, shares of capital stock of any class or series, or similar equity
     interests, of or relating to a subsidiary or other business unit in the
     case of a Spin-Off referred to in the next paragraph, or dividend or other
     distribution referred to in paragraph (i) of this Section), the Settlement
     Rates shall be adjusted so that the same shall equal the rate determined by
     dividing the applicable Settlement Rate in effect immediately prior to the
     close of business on the date fixed for the determination of stockholders
     entitled to receive such distribution by a fraction, the numerator of which
     shall be the Current Market Price per share of the Common Stock on the date
     fixed for such determination less the then fair market value (as determined
     by the Board of Directors, whose determination shall be conclusive and
     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
     the denominator of which shall be such Current Market Price per share of
     the 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 stockholders entitled to receive such distribution. In any
     case in which this paragraph (iv) is applicable, paragraphs (i) and (ii) of
     this Section shall not be applicable.

          (v) Spin-Off. In the case of a Spin-Off, the Settlement Rates in
     effect immediately before the close of business on the record date fixed
     for determination of stockholders entitled to receive that distribution
     will be increased by multiplying the applicable Settlement Rate by a
     fraction, the numerator of which is the Current Market Price per share of
     the Common Stock plus the Fair Market Value of the portion of those shares
     of Capital Stock or similar equity interests so distributed applicable to
     one share of Common Stock and the denominator of which is the Current
     Market Price per share of the Common Stock. Any adjustment to the
     Settlement Rates under this paragraph (v) will occur on the date that is
     the earlier of (1) the tenth Trading Day following the effective date of
     the Spin-Off and (2) the date of the securities being offered in the
     Initial Public Offering of the Spin-Off, if that Initial Public Offering is
     effected simultaneously with the Spin-Off.

          (vi) Cash Distributions. In case the Company shall, (i) by dividend or
     otherwise, distribute to all holders of its Common Stock cash (excluding
     any cash that is distributed in a Reorganization Event to which Section
     5.6(b) applies or as part of a distribution referred to in paragraph (iv)
     of this Section) in an aggregate amount that, when combined together with
     (ii) the aggregate amount of any other distributions to all holders of its
     Common Stock made exclusively in cash (other than regular quarterly cash

                                       41

<PAGE>

     dividends) within the 12 months preceding the date of payment of such
     distribution and in respect of which no adjustment pursuant to this
     paragraph (vi) or paragraph (vii) of this Section has been made and (iii)
     the aggregate of any cash plus the fair market value, as of the date of the
     expiration of the tender or exchange offer referred to below (as determined
     by the Board of Directors, whose determination shall be conclusive and
     described in a Board Resolution), of consideration payable in respect of
     any tender or exchange offer (other than consideration payable in respect
     of any odd lot tender offer) by the Company or any of its subsidiaries for
     all or any portion of the Common Stock concluded within the 12 months
     preceding the date of payment of the distribution described in clause (i)
     above and in respect of which no adjustment pursuant to this paragraph (vi)
     or paragraph (vii) of this Section has been made, exceeds 15% of the
     product of the Current Market Price per share of the Common Stock on the
     date for the determination of holders of shares of Common Stock entitled to
     receive such distribution times the number of shares of Common Stock
     outstanding on such date, then, and in each such case, immediately after
     the close of business on the fifth Trading Day following such date for
     determination, the Settlement Rates shall be increased so that the same
     shall equal the rate determined by multiplying the applicable Settlement
     Rate in effect immediately prior to the close of business on the date fixed
     for determination of the stockholders entitled to receive such distribution
     by a fraction (A) the numerator of which shall be equal to the Current
     Market Price per share of the Common Stock plus an amount equal to the
     quotient of (x) the combined amount distributed or payable in the
     transactions described in clauses (i), (ii) and (iii) above and (y) the
     number of shares of Common Stock outstanding on such date for determination
     and (B) the denominator of which shall be equal to the Current Market Price
     per share of the Common Stock. Such increase in the Settlement Rates shall
     be given retroactive effect to the opening of business on the "ex date."

          (vii) Tender Offers. In case (i) a tender or exchange offer made by
     the Company or any subsidiary of the Company for all or any portion of the
     Common Stock shall expire and such tender or exchange offer (as amended
     upon the expiration thereof) shall require the payment to stockholders
     (based on the acceptance (up to any maximum specified in the terms of the
     tender or exchange offer) of Purchased Shares (as defined below)) of an
     aggregate consideration having a fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive and described
     in a Board Resolution) that when combined together with (ii) the aggregate
     of the cash plus the fair market value (as determined by the Board of
     Directors, whose determination shall be conclusive and described in a Board
     Resolution), as of the expiration of such tender or exchange offer (other
     than consideration payable in respect of any odd lot tender 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 the
     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
     paragraph (vi) of this Section or this paragraph (vii) has been made and
     (iii) the aggregate amount of any distributions to all holders of the
     Company's Common Stock made exclusively in cash (other than regular
     quarterly cash dividends) within the 12 months preceding the expiration of
     such tender or exchange offer and in respect of which no adjustment
     pursuant to paragraph (vi) of this Section or this paragraph (vii) has been
     made, exceeds 15% of the product of the Current Market Price per share of
     the Common Stock as of the last time (the "Expiration Time")

                                       42

<PAGE>

     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 after the close of business on the fifth Trading Day
     after the date of the Expiration Time, the Settlement Rates shall be
     adjusted so that the same shall equal the rate determined by multiplying
     the applicable Settlement Rate immediately prior to the close of business
     on the date of the Expiration Time by a fraction (A) the numerator of which
     shall be equal to (x) the product of (I) the Current Market Price per share
     of the Common Stock and (II) the number of shares of Common Stock
     outstanding (excluding any tendered shares) on the fifth Trading Day
     following the Expiration Time plus (y) the amount of cash plus the fair
     market value (determined as aforesaid) of the aggregate consideration
     payable to stockholders based on the transactions described in clauses (i),
     (ii) and (iii) 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 (B) the denominator of which shall be equal to the
     product of (x) the Current Market Price per share of the Common Stock and
     (y) the number of shares of Common Stock outstanding on the fifth Trading
     Day following the date of the Expiration Time plus 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").

          (viii) Reclassification. The reclassification of Common Stock into
     securities including securities other than Common Stock (other than any
     reclassification upon a Reorganization Event to which Section 5.6(b)
     applies) shall be deemed to involve (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 stockholders entitled to receive such distribution" and
     "the date fixed for such determination" within the meaning of paragraph
     (iv) 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 (iii) of this Section).

          (ix) Current Market Price. The "Current Market Price" per share of the
     Common Stock means (a) for purposes of paragraphs (ii) and (iv) of this
     Section 5.6(a), on any day the average of the Closing Prices for the five
     consecutive Trading Days ending on the earlier of the day preceding the day
     in question and the day before the "ex date" with respect to the issuance
     or distribution requiring such computation, (b) in the case of any Spin-Off
     that is effected simultaneously with an Initial Public Offering of the
     securities being distributed in the Spin-Off, the Closing Price of the
     Common Stock on the Trading Day on which the initial public offering price
     of the securities being distributed in the Spin-Off is determined, (c) in
     the case of any other Spin-Off, the average of the Closing Prices of the
     Common Stock over the first 10 Trading Days after the effective date of
     such Spin-Off, (d) for purposes of paragraph (vi) of this Section 5.6(a),
     the average of the Closing Prices for the five consecutive Trading Days

                                       43

<PAGE>

     commencing on the "ex date", and (e) for purposes of Paragraph (vii) of
     this Section 5.6(a), the average of the Closing Prices for the five
     consecutive Trading Days immediately following the date of the Expiration
     Time. 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
     the Common Stock trades regular way on such exchange or in such market
     without the right to receive such issuance or distribution.

          (x) Calculation of Adjustments. All adjustments to the Settlement
     Rates 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 Rates shall be
     required unless such adjustment would require an increase or decrease of at
     least one percent therein; 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 Rates pursuant to paragraph (i), (ii),
     (iii), (iv), (v), (vi), (vii), (viii) or (xi) of this Section 5.6(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
     Variable-Share Settlement Rate in Section 5.1(b) will apply on the
     Variable-Share Stock Purchase Date. Such adjustment shall be made by
     multiplying the Applicable Market Value by a fraction, the numerator of
     which shall be the Variable-Share Settlement Rate immediately after such
     adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii),
     (viii) or (xi) of this Section 5.6(a) and the denominator of which shall be
     the Variable-Share Settlement Rate immediately before such adjustment;
     provided, however, that if such adjustment to the Variable-Share Settlement
     Rate is required to be made pursuant to the occurrence of any of the events
     contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii), (viii)
     or (xi) of this Section 5.6(a) during the period taken into consideration
     for determining the Applicable Market Value, appropriate and customary
     adjustments shall be made to the Variable-Share Settlement Rate.

          (xi) Increase of Settlement Rates. The Company may make such increases
     in the Settlement Rates, 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 reasons.

          (xii) The Company has entered into an Amended and Restated Rights
     Agreement dated as of June 18, 1998 (the "Rights Agreement") with Bank
     Boston N.A. pursuant to which share purchase rights (the "Rights") have
     been, and may in the future be, issued in respect of shares of Common
     Stock. Each share of Common Stock issued upon settlement of any Fixed-Share
     Purchase Contract pursuant to this Article V shall be entitled to receive
     the appropriate number of Rights, if any, and the certificates representing
     the Common Stock issued upon such settlement shall bear such legends, if
     any, in each case as provided by and subject to the terms of the Rights
     Agreement as in effect at the time of such settlement. If after the date of
     this Agreement the rights separate from the Common Stock in accordance with
     the provisions of the Rights Agreement so that a Holder would not be
     entitled to receive any Rights in respect of the

                                       44

<PAGE>

     Common Stock issuable upon settlement of such Fixed-Share Purchase
     Contract, the Fixed-Share Settlement Rate will be adjusted as provided in
     paragraph (iv) of this Section 5.6(a) on the separation date, subject to
     readjustment in the event of the expiration, termination or redemption of
     the Rights. In lieu of any such adjustment, the Company may amend the
     Rights Agreement to provide that upon settlement Holders will receive, in
     addition to the Common Stock issuable upon such settlement, the Rights that
     would have attached to such shares of Common Stock if the Rights had not
     become separated from the Common Stock pursuant to the provisions of the
     Rights Agreement. If the Company hereafter adopts any shareholder rights
     plan similar to the Rights Agreement, a Holder shall be entitled to receive
     upon settlement of its Fixed-Share Purchase Contracts, in addition to the
     shares of Common Stock issuable upon settlement, the related rights for the
     Common Stock whether or not the rights under the future shareholder rights
     plan have separated from the Common Stock at the time of settlement but
     otherwise subject to the generally applicable terms of such plan and no
     additional adjustment to the Fixed-Share Settlement Rate shall be made for
     the future shareholder rights plan under this Section 5.6.

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

          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 Common Stock
          outstanding immediately prior to the merger or consolidation is 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 exchange of securities of the Company with
          another Person (other than in connection with a merger or
          acquisition), or

               (iv) any liquidation, dissolution or winding up of the Company
          other than as a result of or after the occurrence of a Termination
          Event (any such event, a "Reorganization Event"), each share of Common
          Stock covered by each Contract immediately prior to such
          Reorganization Event shall, after such Reorganization Event, be
          converted for purposes of the Contract into the kind and amount of
          securities, cash and other property receivable in such Reorganization
          Event (without any interest thereon, and without any right to
          dividends or distributions thereon which have a record date that is
          prior to the Fixed-Share Stock Purchase Date or the Variable-Share
          Stock Purchase Date, as applicable) per share of Common Stock by a
          holder of Common Stock that (i) 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 (ii) failed to exercise his

                                       45

<PAGE>

          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 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). On
          the Fixed-Share Stock Purchase Date or the Variable-Share Stock
          Purchase Date, as applicable, the Settlement Rate then in effect will
          be applied to the value on the Fixed-Share Stock Purchase Date or the
          Variable-Share Stock Purchase Date, as applicable, of such securities,
          cash or other property.

     In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person that acquires the assets of the
Company or, in the event of a liquidation or dissolution of the Company, the
Company or a liquidating trust created in connection therewith, shall execute
and deliver to the Agent an agreement supplemental hereto providing that the
Holder of each Outstanding Security shall have the rights provided by this
Section 5.6. Such supplemental agreement shall provide for adjustments that, 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.

     SECTION 5.7. NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS. (a) Whenever
the Settlement Rates are adjusted as herein provided, or the Variable-Share
Settlement Rate is fixed pursuant to Section 5.1(c), the Company shall:

          (i) forthwith compute the Settlement Rates in accordance with Section
     5.6 or, in the case of the Fixed Variable-Share Settlement Rate, in
     accordance with the Fixing Formula and prepare and transmit to the Agent
     and the Collateral Agent a Company Certificate setting forth the Settlement
     Rates or the Fixed Variable-Share Settlement Rate, the method of
     calculation thereof in reasonable detail, and the facts requiring such
     adjustment and upon which such adjustment is based (which Company
     Certificate, in the case of the fixing of the Variable-Share Settlement
     Rate, shall be delivered by such time and date as specified in Section
     5.1(c)); and

          (ii) as soon as practicable following the occurrence of an event that
     requires or permits an adjustment to the Settlement Rates pursuant to
     Section 5.6 (or if the Company is not aware of such occurrence, as soon as
     practicable after becoming so aware) or following the fixing of the
     Variable-Share Settlement Rate, provide a written notice to the Holders of
     the Securities of the occurrence of such event and a statement setting
     forth in reasonable detail the method by which the adjustment to the
     Settlement Rates was determined or the Variable-Share Settlement Rate was
     fixed and setting forth the adjusted Settlement Rates or the Fixed
     Variable-Share Settlement Rate.

                                       46

<PAGE>

     (b) Upon the occurrence of an event that requires or permits an adjustment
to the Settlement Rates pursuant to Section 5.6, the Company, in consultation
with the Collateral Agent, will determine whether, as a result of such
adjustments, a Collateral Insufficiency exists. The Company shall specify in any
Company Certificate delivered pursuant to Section 5.7(a)(i) whether a Collateral
Insufficiency exists. If the Company determines that a Collateral Insufficiency
exists, the Company and the Collateral Agent will take such steps as provided
for in Section 4.5(c) of the Pledge Agreement.

     (c) The 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 Rates, 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 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 Contract, and the Agent makes no representation with respect
thereto. The Agent shall not be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock pursuant to a Contract or
to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article.

     SECTION 5.8. TERMINATION EVENT; NOTICE. The Contracts and all obligations
and rights of the Company and the Holders thereunder, including, without
limitation, the rights of Holders to receive accumulated Contract Payments, if
any, or any Deferred Contract Payments and obligations of the Holders to
purchase or sell Common Stock, will immediately and automatically terminate,
without the necessity of any notice or action by any Holder, the Agent or the
Company, if, on or prior to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, a Termination Event shall
have occurred. Upon and after the occurrence of a Termination Event, (i) the
SPACES and Separate PACES shall thereafter represent the right to receive the
Ownership Interests in the Treasury Strips and the Ownership Interest in the
Treasury Portfolio forming a part of such SPACES and Separate PACES and (ii) the
Separate COVERS shall thereafter represent the right to receive the Pledged
Common Stock forming a part of such Separate COVERS. 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 Agent, the Collateral Agent
and to the Holders, at their addresses as they appear in the Register.

     SECTION 5.9. EARLY SETTLEMENT. (a) Subject to and upon compliance with the
provisions of this Section 5.9, Fixed-Share Purchase Contracts underlying SPACES
or Separate PACES having an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof and Variable-Share Repurchase Contracts, may, at the
option of the Holder thereof, be settled early ("Early Settlement") on or prior
to 10:00 a.m., New York City time, on the third Business Day immediately
preceding the Fixed-Share Stock Purchase Date or the Variable-Share Stock
Purchase Date, as applicable.

     (b) In order to exercise the right to effect Early Settlement with respect
to any Fixed-Share Purchase Contracts, the Holder of the Certificate evidencing
the related Securities shall deliver such Certificate to the Agent at the
Corporate Trust Office duly endorsed for transfer to the Company or in blank
with the form of "Election to Settle Early" on the reverse

                                       47

<PAGE>

thereof duly completed and accompanied by payment payable to the Company in
immediately available funds in an amount (the "Early Settlement Amount") equal
to (A) the product of (i) the Stated Amount of such Securities multiplied by
(ii) the number of Fixed-Share Purchase Contracts with respect to which the
Holder has elected to effect Early Settlement, plus (B) if such delivery is made
with respect to any Fixed-Share Purchase Contracts during the period from 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 Contract Payments, if any,
payable on such Payment Date with respect to such Fixed-Share Purchase
Contracts; provided that no payment shall be required pursuant to clause (B) of
this sentence if the Company shall have elected to defer the Contract Payments
which would otherwise be payable on such Payment Date. Except as provided in the
immediately preceding sentence and subject to Section 5.2(d), no payment or
adjustment shall be made upon Early Settlement of any Fixed-Share Purchase
Contract on any Contract Payments accrued on such Fixed-Share Purchase Contract
or on account of any dividends on the Common Stock issued upon such Early
Settlement.

     (c) In order to exercise the right to effect Early Settlement with respect
to any Variable-Share Repurchase Contracts, the Holder of the Certificate
evidencing the related Security shall deliver such Certificate to the Agent at
the Corporate Trust Office duly endorsed for transfer to the Company or in blank
with the form "Election to Settle Early" on the reverse thereof duly completed
and, in the case of Variable-Share Repurchase Contracts forming a part of
SPACES, accompanied by a number of shares of Common Stock equal to the
Variable-Share Early Settlement Rate (as defined below) together with payment in
lieu of any fraction of a share, as provided in Section 5.12. Upon Early
Settlement of any Variable-Share Repurchase Contract underlying a Separate
COVERS, the obligation of the Holder of such Contract to deliver a number of
shares of Common Stock equal to the Variable-Share Early Settlement Rate shall
be satisfied from the Pledged Common Stock delivered to the Agent by the
Collateral Agent as provided below. Upon Early Settlement of any Variable-Share
Repurchase Contract, the Holder thereof shall continue to be entitled to receive
Contract Payments or Deferred Contract Adjustment Payments with respect to such
Variable-Share Repurchase Contract as if such Holder had not settled such
Variable-Share Repurchase Contract.

     (d) If the foregoing requirements are first satisfied with respect to
Contracts underlying any Security at or prior to 5:00 p.m., New York City time,
on a Business Day, such day shall be the "Early Settlement Date" with respect to
such Security 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 Security shall be the next
succeeding Business Day.

     (e) Upon Early Settlement of any Fixed-Share Purchase Contract by the
Holder of the related Securities, the Company shall issue (subject to Section
5.9(j)), and the Holder shall be entitled to receive, a number of shares of
Common Stock equal to the Fixed-Share Early Settlement Rate on account of such
Fixed-Share Purchase Contract. Upon Early Settlement of any Variable-Share
Repurchase Contract by the Holder of the related Securities, the Holder shall
deliver, and the Company shall be entitled to receive, a number of shares of
Common Stock equal to the Maximum Variable-Share Settlement Rate or, if the
Variable-Share Settlement Rate has been fixed pursuant to Section 5.1(c) prior
to such Early Settlement, a number of shares of Common Stock equal to the Fixed
Variable-Share Settlement Rate (such number of shares

                                       48

<PAGE>

referred to as the "Variable-Share Early Settlement Rate," and together with the
Fixed-Share Early Settlement Rate, the "Early Settlement Rate"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rates are adjusted under Section 5.6. Upon simultaneous Early
Settlement of both Contracts underlying a SPACES, subject to Section 5.9(j), the
Holder of such SPACES shall have no obligation to deliver shares of Common Stock
with respect to its obligations under the Variable-Share Repurchase Contract and
instead the Company shall issue, and such Holder shall be entitled to receive, a
number of shares of Common Stock equal to the difference between the Fixed-Share
Early Settlement Rate and the Variable-Share Early Settlement Rate (the "Net
Early Settlement Rate").

     (f) No later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause (i) subject to Section 5.9(j), the
shares of Common Stock issuable upon Early Settlement of Fixed-Share Purchase
Contracts to be issued and delivered, and (ii) the related Pledged Ownership
Interests in the Treasury Strips, in the case of SPACES or Separate PACES, or
the related Pledged Common Stock, in the case of Separate COVERS, to be released
from the Pledge by the Collateral Agent and transferred, in each case, to the
Agent for delivery to the Holder thereof or the Holder's designee as provided
below.

     (g) Upon Early Settlement of any Fixed-Share Purchase Contracts, and
subject to receipt of shares of Common Stock from the Company (subject to
Section 5.9(j)) and the Pledged Ownership Interests in the Treasury Strips from
the Collateral Agent, the Agent shall, in accordance with the instructions
provided by the Holder thereof on the applicable form of Election to Settle
Early on the reverse of the Certificate evidencing the related Securities, (i)
transfer to the Holder the Pledged Ownership Interests in the Treasury Strips
forming a part of such Securities, (ii) if the Holder elects to settle
Fixed-Share Purchase Contracts in integral multiples of 1,000 related PACES,
transfer to the Holder any remaining treasury strips in the Treasury Portfolio,
(iii) if the Holder elects to settle Fixed-Share Purchase Contracts in amounts
other than integral multiples of 1,000 related PACES, transfer to the Holder any
remaining treasury strips in the Treasury Portfolio that are in integral
multiples of $1,000 principal amount, but the Agent shall retain the remainder
of the treasury strips in the Treasury Portfolio and shall distribute the
proceeds of such strips applicable to the Holder's Ownership Interest in the
Treasury Portfolio as such strips mature, (iv) subject to Section 5.5(b) and the
Pledge Agreement, 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
5.12, and (v) in the case of Early Settlement of Fixed-Share Purchase Contracts
forming a part of SPACES, deliver to the Holder a Separate COVERS Certificate
representing a number of Separate COVERS equal to the number of Variable-Share
Repurchase Contracts forming a part of the related SPACES and which
Variable-Share Repurchase Contracts are not also being settled.

     (h) Upon Early Settlement of any Variable-Share Repurchase Contracts, and
subject to receipt of the Pledged Common Stock from the Collateral Agent in the
case of Early Settlement of Variable-Share Repurchase Contracts underlying
Separate COVERS, the Agent shall, in accordance with the instructions provided
by the Holder thereof on the applicable form of Election to Settle Early on the
reverse of the Certificate evidencing the related Securities, (i) transfer to
the Holder any Pledged Common Stock that remains after satisfaction of the
Holder's delivery obligations under the related Variable-Share Repurchase
Contract, if

                                       49

<PAGE>

applicable, (ii) deliver to the Holder a certificate evidencing the Holder's
continued entitlement to receive Contract Payments or Deferred Contract
Payments, substantially in the form of Exhibit H hereto and (iii) in the case of
Early Settlement of Variable-Share Repurchase Contracts forming a part of
SPACES, deliver to the Holder a Separate PACES Certificate representing a number
of Separate PACES equal to the number of Fixed-Share Purchase Contracts forming
a part of the related SPACES and which Fixed-Share Purchase Contracts are not
also being settled.

     (i) In the event that Early Settlement is effected with respect to
Contracts underlying less than all the Securities evidenced by a Certificate,
upon such Early Settlement the Company shall execute and the 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.

     (j) The Company shall have the option, exercisable at any time or from time
to time, to designate or change the designation, by delivering a Company
Certificate to the Agent, a financial institution (an "Exchange Party") to which
PACES related to Fixed-Share Purchase Contracts surrendered by a Holder for
Early Settlement initially will be offered by the Agent on behalf of a Holder
for exchange in lieu of Early Settlement. The Exchange Party initially shall be
Goldman, Sachs & Co. The Exchange Party may, at its option, submit to the Agent
a non-binding offer to accept PACES surrendered for Early Settlement; provided
that the Exchange Party may accept for exchange only PACES having an aggregate
Stated Amount equal to $1,000 or an integral multiple thereof. Subject to the
foregoing, the Exchange Party may accept for exchange all or any of such PACES
offered to it from time to time if it agrees, no later than the time specified
in Section 5.9(f) with respect to the Company's delivery obligations in
connection with an Early Settlement, to deliver in exchange therefor and the
Early Settlement Amount, (i) a number of shares of Common Stock equal to the
Fixed-Share Early Settlement Rate, together with payment in lieu of any fraction
of a share, and (ii) Ownership Interests in the Treasury Strips and any
remaining treasury strips in the Treasury Portfolio, in each case, that would be
issued and/or delivered upon Early Settlement of the Fixed-Share Purchase
Contracts related to such PACES in accordance with the terms of this Agreement;
provided that, if a Holder has surrendered Fixed-Share Purchase Contracts for
Early Settlement in other than integral multiples of 1,000 related PACES and,
upon Early Settlement, the Agent would otherwise be required to retain all or a
portion of the remaining treasury strips in the Treasury Portfolio for the
Holder's benefit until such treasury strips mature, then the Exchange Party
shall agree to deliver to the Holder, in respect of such treasury strips that
would have otherwise been retained by the Agent, cash in an amount equal to the
Treasury Fair Market Value (the amounts and securities described in (i) and (ii)
above, including any cash in respect of treasury strips, the "Exchange
Consideration"). Settlement for any such exchange shall take place no later than
the third Business Day following such acceptance by the delivery of the Exchange
Consideration by the Exchange Party to the Agent and the subsequent delivery of
the Exchange Consideration by the Agent to the surrendering Holder. In the event
that the Exchange Party fails to deliver the Exchange Consideration by such
third Business Day, the Exchange Party shall be in default of its obligations
and, instead of being exchanged, the Fixed-Share Purchase Contracts related to
such PACES will be subject to Early Settlement in accordance with the terms
hereof. Any PACES that have been exchanged shall remain outstanding as Separate
PACES and the Agent shall deliver to the Exchange Party a Separate PACES
Certificate evidencing the number of Separate PACES actually exchanged by the
Exchange Party. Except as set forth in this Section 5.9(j), all

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<PAGE>

other procedures set forth in this Section 5.9 and applicable to Early
Settlement of Fixed-Share Purchase Contracts shall also be applicable to the
exchange of PACES pursuant to this Section 5.9(j).

          SECTION 5.10. EARLY SETTLEMENT UPON CASH MERGER. (a) In the event of a
merger or consolidation of the Company of the type described in clause (1) of
Section 5.6(b) in which the Common Stock outstanding immediately prior to such
merger or consolidation is exchanged for consideration consisting of at least
30% cash or cash equivalents (any such event a "Cash Merger"), then the Company
(or the successor to the Company hereunder) shall be required to offer the
Holder of each Security the right to settle the Contract or Contracts underlying
such Security prior to the Fixed-Share Stock Purchase Date or the Variable-Share
Stock Purchase Date, as applicable ("Merger Early Settlement"), as provided
herein. Holders exercising their right of Merger Early Settlement with respect
to Fixed-Share Purchase Contracts may exercise such right only with respect to
Fixed-Share Purchase Contracts underlying SPACES or Separate PACES having an
aggregate Stated Amount equal to $1,000 or an integral multiple thereof. On or
before the fifth Business Day after the consummation of a Cash Merger, the
Company or, at the request and expense of the Company, the Agent, shall give all
Holders notice of the occurrence of the Cash Merger and of the right of Merger
Early Settlement arising as a result thereof. The Company shall also deliver a
copy of such notice to the Agent and the Collateral Agent.

          Each such notice shall contain:

               (i) the date, which shall be not less than 20 nor more than 30
     calendar days after the date of such notice, on which the Merger Early
     Settlement will be effected (the "Merger Early Settlement Date");

               (ii) the date, which shall be on or one Business Day prior to the
     Merger Early Settlement Date, by which the Merger Early Settlement right
     must be exercised;

               (iii) the Settlement Rates in effect as a result of such Cash
     Merger and the kind and amount of cash, securities and other property
     receivable or deliverable by the Holder upon settlement of each Contract
     pursuant to Section 5.6(b);

               (iv) a statement to the effect that all or a portion of the
     Purchase Price payable by the Holder to settle the Fixed-Share Purchase
     Contract will be offset against the amount of cash so receivable upon
     exercise of Merger Early Settlement, as applicable;

               (v) a statement to the effect that all or a portion of the kind
     and amount of cash, securities and other property deliverable by the Holder
     to settle the Variable-Share Repurchase Contract forming a part of a
     Separate COVERS will be offset against the Collateral held by the
     Collateral Agent to secure such Variable-Share Repurchase Contract, as
     applicable;

               (vi) a statement to the effect that, upon simultaneous Merger
     Early Settlement of both Contracts underlying a SPACES, the Holder of such
     SPACES shall have no obligation to deliver any cash, securities and other
     property with respect to its

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<PAGE>

     obligations under the Variable-Share Repurchase Contract and instead the
     Company shall deliver or cause to be delivered, and such Holder shall be
     entitled to receive for each SPACES, the kind and amount of cash,
     securities and other property equal to the difference between the
     Fixed-Share Settlement Rate and the Variable-Share Settlement Rate (or the
     Fixed Variable-Share Settlement Rate if then in effect), in each case as
     adjusted pursuant to Section 5.6; and

               (vii) the instructions a Holder must follow to exercise the
     Merger Early Settlement right.

          (b)  To exercise a Merger Early Settlement right, a Holder shall
deliver to the Agent at the Corporate Trust Office at or before 5:00 p.m., New
York City time on the date specified in the notice, the Certificate(s)
evidencing the Securities with respect to which the Merger Early Settlement
right is being exercised duly endorsed for transfer to the Company or in blank
with the form of "Election to Settle Early" on the reverse thereof duly
completed and accompanied by (i) with respect to Fixed-Share Purchase Contracts,
payment payable to the Company in immediately available funds in an amount (the
"Merger Early Settlement Amount") equal to the Early Settlement Amount less the
amount of cash that otherwise would be deliverable by the Company or its
successor upon settlement of the Fixed-share Purchase Contract in lieu of Common
Stock pursuant to Section 5.6(b) and as described in the notice to Holders and
(ii) with respect to Variable-share Repurchase Contracts, subject to Section
5.10(a)(v) and (vi), the kind and amount of cash, securities and other property
equal to the Variable-Share Settlement Rate (or the Fixed Variable-Share
Settlement Rate if then in effect) as adjusted pursuant to Section 5.6.

          (c)  On the Merger Early Settlement Date, the Company shall (i) with
respect to SPACES or Separate PACES, (A) subject to Section 5.10(a)(vi), deliver
or cause to be delivered the net cash, securities and other property to be
received by such exercising Holder, equal to the Fixed-Share Settlement Rate as
adjusted pursuant to Section 5.6, in respect of the number of Fixed-Share
Purchase Contracts for which such Merger Early Settlement right was exercised,
and (B) cause the related Pledged Ownership Interests in the Treasury Strips to
be released from the Pledge by the Collateral Agent and (ii) with respect to
Separate COVERS, subject to Section 5.10(a)(v) and (vi), cause the Collateral
securing the underlying Variable-Share Repurchase Contract to be released from
the Pledge by the Collateral Agent, and transferred, in each case, to the Agent
for delivery to the Holder thereof or its designee. In the event a Merger Early
Settlement right shall be exercised by a Holder in accordance with the terms
hereof, all references herein to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, shall be deemed to refer to
such Merger Early Settlement Date.

          (d)  Upon Merger Early Settlement of any Fixed-Share Purchase
Contracts, and subject to receipt of such net cash, securities or other property
from the Company and the Pledged Ownership Interests in the Treasury Strips from
the Collateral Agent, the Agent shall, in accordance with the instructions
provided by the Holder thereof on the applicable form of Election to Settle
Early on the reverse of the Certificate evidencing the related Securities,
(i) transfer to the Holder the Pledged Ownership Interests in the Treasury
Strips forming a part of such Securities, (ii) if the Holder elects to settle
Fixed-Share Purchase Contracts in integral multiples of 1,000 related PACES,
transfer to the Holder any remaining treasury strips in the

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<PAGE>

Treasury Portfolio, (iii) if the Holder elects to settle Fixed-Share Purchase
Contracts in amounts other than integral multiples of 1,000 related PACES,
transfer to the Holder any remaining treasury strips in the Treasury Portfolio
that are in integral multiples of $1,000 face amount, but the Agent shall retain
the remainder of the treasury strips in the Treasury Portfolio and shall
distribute the proceeds of such strips applicable to the Holder's Ownership
interest in the Treasury Portfolio as such strips mature, (iv) subject to
Section 5.5(b) and the Pledge Agreement, deliver to the Holder such net cash,
securities or other property issuable upon such Merger Early Settlement together
with payment in lieu of any fraction of a share, as provided in Section 5.12,
(v) in the case of Merger Early Settlement of Fixed-Share Purchase Contracts
forming a part of SPACES, deliver to the Holder a Separate COVERS Certificate
representing a number of Separate COVERS equal to the number of Variable-Share
Repurchase Contracts forming a part of the related SPACES and which
Variable-Share Repurchase Contracts are not also being settled and (vi) deliver
to the Holder a certificate evidencing the Holder's continued entitlement to
receive Contract Payments or Deferred Contract Payments substantially in the
form of Exhibit H hereto.

          (e) Upon Merger Early Settlement of any Variable-Share Repurchase
Contracts, and subject to receipt from the Collateral Agent, in the case of
Merger Early Settlement of Variable-Share Repurchase Contracts underlying
Separate COVERS, of the Collateral securing such Variable-Share Repurchase
Contracts, the Agent shall, in accordance with the instructions provided by the
Holder thereof on the applicable form of Election to Settle Early on the reverse
of the Certificate evidencing the related Securities, (i) subject to Section
5.10(a)(v) and (vi), transfer to the Holder such Collateral, if applicable, (ii)
deliver to the Holder a certificate evidencing the Holder's continued
entitlement to receive Contract Payments or Deferred Contract Payments,
substantially in the form of Exhibit H hereto and (iii) in the case of Merger
Early Settlement of Variable-Share Repurchase Contracts forming a part of
SPACES, deliver to the Holder a Separate PACES Certificate representing a number
of Separate PACES equal to the number of Fixed-Share Purchase Contracts forming
a part of the related SPACES and which Fixed-Share Purchase Contracts are not
also being settled.

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

          SECTION 5.11. 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 Fixed-Share Purchase Contracts and in
payment of any Deferred Contract Payments; provided, 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 Agent, as custodian for such Holder, and
the Company shall not be required to issue or deliver such share certificates or
Certificates unless and until the Person or

                                       53

<PAGE>

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 5.12. NO FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued or delivered upon
settlement on the Fixed-Share Stock Purchase Date or the Variable-Share Stock
Purchase Date or upon Early Settlement or Merger Early Settlement of any
Contracts. 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
Contracts evidenced by the Certificates so surrendered. Instead of any
fractional share of Common Stock which would otherwise be deliverable upon
settlement of any Contracts on the applicable Settlement Date or upon Early
Settlement or Merger Early Settlement, the Company or the Holder, as applicable,
through the Agent, shall make a cash payment in respect of such fractional
shares in an amount equal to the value of such fractional shares times the
Applicable Market Value. The Company shall provide the Agent from time to time
with sufficient funds to permit the Agent to make all cash payments required by
this Section 5.12 in a timely manner.

                                   ARTICLE VI

                                    REMEDIES

          SECTION 6.1. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE CONTRACT
PAYMENTS AND PURCHASE COMMON STOCK. The Holder of any SPACES, Separate PACES or
Separate COVERS, as the case may be, shall have the right, which is absolute and
unconditional,

          (a) subject to the deferral provisions set forth in Section 5.3, and
to the forfeiture of any Deferred Contract Payments with respect to Fixed-Share
Purchase Contracts upon Early Settlement thereof pursuant to Section 5.9 or with
respect to all Contracts upon the occurrence of a Termination Event, to receive
payment of each installment of the Contract Payments, if any, with respect to
the Contract constituting a part of such Security on the respective Payment Date
for such Security and to institute suit for the enforcement of such right to
receive Contract Payments, and

          (b) to purchase Common Stock pursuant to the Fixed-Share Purchase
Contract constituting a part of such SPACES or Separate PACES and to institute
suit for the enforcement of any such right to purchase Common Stock, and such
rights shall not be impaired without the consent of such Holder.

          SECTION 6.2. 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.

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<PAGE>

          SECTION 6.3. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Certificates in Section 3.10(f), 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.

          SECTION 6.4. 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 6.5. 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 Agent for any action taken, suffered or omitted by it as 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, 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 Company, to any suit instituted by the
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 Contract on or after
the 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
Fixed-Share Purchase Contract constituting part of any Security held by such
Holder.

          SECTION 6.6. 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, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                  ARTICLE VII

                                    THE AGENT

          SECTION 7.1. CERTAIN DUTIES AND RESPONSIBILITIES. (a) The Agent

               (i) 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

                                       55

<PAGE>

     no implied covenants or obligations shall be read into this Agreement or
     the Pledge Agreement against the Agent; and

               (ii) 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 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 Agent, the 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 Agent from liability for its own grossly negligent
action, its own grossly negligent failure to act, or its own willful misconduct,
except that

               (i) this subsection shall not be construed to limit the effect of
     subsection (a) of this Section;

               (ii) the Agent shall not be liable for any error of judgment made
     in good faith by a Responsible Officer, unless it shall be conclusively
     determined by a court of competent jurisdiction that the Agent was grossly
     negligent in ascertaining the pertinent facts; and

               (iii) no provision of this Agreement or the Pledge Agreement
     shall require the 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 it shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to it.

          (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 Agent shall be subject to the
provisions of this Section.

          (d)  The Agent is authorized to execute, deliver and perform the
Pledge Agreement in its capacity as Agent and to grant the Pledge.

          SECTION 7.2. NOTICE OF DEFAULT. Within 30 days after the occurrence of
any Default by the Company hereunder of which a Responsible Officer of the Agent
has actual knowledge, the Agent shall transmit by mail to the Company and the
Holders of Securities, as their names and addresses appear in the Register,
notice of such Default hereunder, unless such Default shall have been cured or
waived.

          SECTION 7.3. CERTAIN RIGHTS OF AGENT. Subject to the provisions of
Section 7.1:

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<PAGE>

          (a) the Agent may, in the absence of bad faith, conclusively rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, 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;

          (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company 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;

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

          (d) the 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;

          (e) the 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 paper or document, but the Agent,
in its discretion, may make reasonable further inquiry or investigation into
such facts or matters related to the execution, delivery and performance of the
Contracts as it may see fit, and, if the Agent shall determine to make such
further inquiry or investigation, it shall be given a reasonable opportunity to
examine the books, records and premises of the Company, personally or by agent
or attorney;

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

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

          (h) the 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 Agent security or indemnity satisfactory to the Agent against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction;

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          (i) the Agent shall not be liable for any action taken, suffered, or
omitted to be taken by it in the absence of bad faith or gross negligence by it;

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

          (k) the Agent may request that the Company deliver a Company
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 Company Certificate may be signed by any person authorized to sign a
Company Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded; and

          (l) the Agent shall not be required to initiate or conduct any
litigation or collection proceedings hereunder and shall have no
responsibilities with respect to any Default hereunder except as expressly set
forth herein.

          SECTION 7.4. NOT RESPONSIBLE FOR RECITALS, ETC. The recitals contained
herein, in the Pledge Agreement and in the Certificates shall be taken as the
statements of the Company, and the Agent assumes no responsibility for their
accuracy or validity. The 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 or the Collateral and shall have no responsibility for
perfecting or maintaining the perfection of any security interest in the
Collateral. The Agent shall not be accountable for the use or application by the
Company of the proceeds in respect of the Contracts.

          SECTION 7.5. MAY HOLD SECURITIES. Any Registrar or any other agent of
the Company, or the 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 Registrar or such other agent, or the Agent. The
Company may become the owner or pledgee of Securities.

          SECTION 7.6. MONEY HELD IN CUSTODY. Money held by the Agent in custody
hereunder need not be segregated from the Agent's other funds except to the
extent required by law or provided herein. The Agent shall be under no
obligation to invest or pay interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

          SECTION 7.7. COMPENSATION AND REIMBURSEMENT. The Company agrees:

          (a) to pay to the Agent from time to time compensation for all
services rendered by it hereunder and under the Pledge Agreement as shall be
agreed in writing between the Company and the Agent;

          (b) except as otherwise expressly provided herein, to reimburse the
Agent upon its request for all reasonable expenses, disbursements and advances
incurred or made by the

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Agent in accordance with any provision of this Agreement and the Pledge
Agreement (including the reasonable compensation and the reasonable expenses and
disbursements of its agents and counsel) in connection with the negotiation,
preparation, execution and delivery and performance of this Agreement and the
Pledge Agreement and any modification, supplement or waiver of any of the terms
hereof or thereof, except any such expense, disbursement or advance as may be
attributable to its gross negligence, willful misconduct or bad faith; and

          (c) to indemnify the Agent and any predecessor Agent (and each of its
directors, officers, agents and employees) (collectively, the "Indemnitees")
for, and to hold it harmless against, any loss, claim, damage, fine, penalty,
liability or expense (including reasonable fees and expenses of counsel)
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 and under the Pledge Agreement, including the Indemnitees'
reasonable costs and expenses of defending themselves 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 under
this Agreement or under the Pledge Agreement. The Agent shall promptly notify
the Company of any third party claim which may give rise to the indemnity
hereunder and give the Company the opportunity to participate in the defense of
such claim with counsel reasonably satisfactory to the Indemnitee, and no such
claim shall be settled without the written consent of the Company, which consent
shall not be unreasonably withheld.

          When the Agent incurs expenses or renders services in an action or
proceeding commenced pursuant to Section 4.3 of the Pledge Agreement upon the
occurrence of a Termination Event, the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or other similar law.

          The provisions of this Section 7.7 shall survive the resignation and
removal of the Agent and the termination of this Agreement and the Pledge
Agreement.

          SECTION 7.8. CORPORATE AGENT REQUIRED; ELIGIBILITY. There shall at all
times be an Agent hereunder which shall be (i) not an Affiliate of the Company
and (ii) a Person 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 and subject to supervision or examination by federal or state
authority and having a Corporate Trust Office in the Borough of Manhattan, The
City of New York, qualified and eligible under this Article and willing to act
on reasonable terms. If such Person 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 Person 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 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 7.9. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Agent and no appointment of a successor

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Agent pursuant to this Article shall become effective until the acceptance of
appointment by the successor Agent in accordance with the applicable
requirements of Section 7.10.

          (b)  The 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 Agent required by Section 7.10 shall not
have been delivered to the Agent within 30 days after the giving of such notice
of resignation, the resigning Agent may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Agent.

          (c)  The Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Securities delivered to the Agent and the
Company. If the instrument of acceptance by a successor Agent required by
Section 7.10 shall not have been delivered to the Agent within 30 days after
such Act, the Agent being removed may petition any court of competent
jurisdiction for the appointment of a successor agent.

          (d)  If at any time:

               (i) the Agent fails to comply with Section 310(b) of the TIA, as
     if the Agent were an indenture trustee under an indenture qualified under
     the TIA, and shall fail to resign 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;

               (ii) the Agent shall cease to be eligible under Section 7.8 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder; or

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

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

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

          (f) The Company shall give, or shall cause such successor Agent to
give, notice of each resignation and each removal of the Agent and each
appointment of a successor Agent by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders as their

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names and addresses appear in the applicable Register. Each notice shall include
the name of the successor Agent and the address of its Corporate Trust Office.

          (g) If the Agent has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the TIA, the Agent and the Company shall
in all respects comply with the provisions of Section 310(b) of the TIA.

          SECTION 7.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of
the appointment hereunder of a successor Agent, every such successor Agent so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Agent shall become effective and such
successor Agent, without any further act, deed or conveyance, shall become
vested with all the rights, powers, agencies and duties of the retiring Agent;
but, on the request of the Company or the successor Agent, such retiring Agent
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Agent all the rights, powers and trusts of the
retiring Agent and shall duly assign, transfer and deliver to such successor
Agent all property and money held by such retiring Agent hereunder.

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

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

          SECTION 7.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any Person into which the Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Agent, shall be the successor of the Agent hereunder, provided that such Person
shall be otherwise qualified and eligible under this Article, without 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 Agent then in
office, any successor by merger, conversion or consolidation to such Agent may
adopt such authentication and execution and deliver the Certificates so
authenticated and executed with the same effect as if such successor Agent had
itself authenticated and executed such Certificates.

          SECTION 7.12. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
(a) The Agent shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders received by the Agent in its capacity as
Registrar.

          (b) If three or more Holders (herein referred to as "Applicants")
apply in writing to the Agent, and furnish to the 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

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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 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 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 AGENT. Except to the extent otherwise
provided in this Agreement or the Pledge Agreement, the Agent assumes no
obligation and shall not be subject to any liability under this Agreement, the
Pledge Agreement or any Contract in respect of the obligations of the Holder of
any Security thereunder. The Company agrees, and each Holder of a Certificate,
by such Holder's acceptance thereof, shall be deemed to have agreed, that the
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 Agent shall have no
obligation to perform such Contracts on behalf of the Holders, except to the
extent expressly provided in Article V. Anything contained in this Agreement to
the contrary notwithstanding, in no event shall the Agent or its officers,
directors, employees or agents be liable under this Agreement or the Pledge
Agreement to any third party for indirect, incidental, 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 Agent and
regardless of the form of action.

          SECTION 7.14. TAX COMPLIANCE. (a) The Agent, on its own behalf and on
behalf of the Company, will comply with all applicable certification,
information reporting (including sending 1099s to Holders) and withholding
(including "backup" withholding) requirements imposed by applicable tax laws,
regulations or administrative practice with respect to (i) any payments made and
any original issue discount accruable with respect to the Securities including,
with respect to the Treasury Portfolio, payments made after Early Settlement,
Merger Early Settlement or termination of the related Fixed-Share Purchase
Contract 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 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 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 7.1(a)(2).

          (c) The 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.

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                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

          SECTION 8.1. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company and the 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 Agent, for any of the following
purposes:

          (a) to 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;

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

          (c) to evidence and provide for the acceptance of appointment
hereunder by a successor Agent;

          (d) to make provision with respect to the rights of Holders pursuant
to the requirements of Section 5.6(b) or 5.10; or

          (e) to cure any ambiguity, to correct or supplement any provisions
herein which may be inconsistent with any other provisions herein, or to make
any other provisions with respect to such matters or questions arising under
this Agreement, provided such action shall not adversely affect the interests of
the Holders.

          SECTION 8.2. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS. (a) With
the consent of the Holders of not less than a majority of the outstanding
Contracts voting together as one class, by Act of said Holders delivered to the
Company and the Agent, the Company, when authorized by a Board Resolution, and
the Agent may enter into an agreement or agreements supplemental hereto for the
purpose of modifying in any manner the terms of the 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 consent of the Holder of each Outstanding Security
affected thereby:

               (i) change any Payment Date;

               (ii) change the amount or the type of Collateral required to be
     pledged to secure a Holder's obligations under the applicable Contract,
     impair the right of the Holder of any Contract to receive distributions on
     the related Collateral (except for the rights of Holders of SPACES to
     substitute Common Stock for the Pledged Fixed-Share Rights, or the rights
     of holders of Separate PACES and Separate COVERS to substitute Fixed-Share
     Rights for the Pledged Common Stock) or otherwise materially adversely
     affect the Holder's rights in or to such Collateral;

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               (iii) reduce any Contract Payments, if any, or any Deferred
     Contract Payment, or change any place where, or the coin or currency in
     which, any Contract Payment is payable or increase any amounts payable by
     Holders in respect of the Securities or decrease any other amounts
     receivable by Holders in respect of the Securities;

               (iv) impair the right to institute suit for the enforcement of
     any Contract, any Contract Payment, if any, or any Deferred Contract
     Payment, if any;

               (v) reduce the number of shares of Common Stock to be purchased
     or sold pursuant to any Contract, increase the price to purchase shares of
     Common Stock upon settlement of any Contract, change the Fixed-Share Stock
     Purchase Date or the Variable-Share Stock Purchase Date or otherwise
     materially adversely affect the Holder's rights under any Contract; or

               (vi) reduce the percentage of the outstanding Contracts the
     consent of whose Holders is required for any such supplemental agreement;
     provided, that if any amendment or proposal referred to above would
     adversely affect only the SPACES, Separate PACES or Separate COVERS, 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 or consent to 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; provided further, however, that no such agreement, whether with
     or without the consent of Holders, shall affect Section 3.16.

          (b)  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.

          SECTION 8.3. 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 Agent shall be entitled to receive and (subject to
Section 7.1) shall be fully protected in relying upon, a Company Certificate and
an Opinion of Counsel stating that the execution of such supplemental agreement
is authorized or permitted by this Agreement. The Agent may, but shall not be
obligated to, enter into any such supplemental agreement that affects the
Agent's own rights, duties or immunities under this Agreement or otherwise.

          SECTION 8.4. 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 8.5. 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 Agent,

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<PAGE>

bear a notation in form approved by the Agent as to any matter provided for in
such supplemental agreement. If the Company shall so determine, new Certificates
modified so as to conform, in the opinion of the 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 Agent in
exchange for Outstanding Certificates.

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY
PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not
(a) merge with or into or consolidate with any other Person or (b) sell, assign,
transfer, lease or convey all or substantially all of its properties and assets
to any Person or group of affiliated Persons in one transaction or a series of
related transactions, unless (i) either the Company shall be the continuing
entity, or the successor (if other than the Company) shall be a Person, other
than an individual, organized and existing under the laws of the United States
of America or a State thereof or the District of Columbia and such Person shall
expressly assume all the obligations of the Company under this Agreement, the
Contracts and the Pledge Agreement by one or more supplemental agreements in
form reasonably satisfactory to the Agent and the Collateral Agent, executed and
delivered to the Agent and the Collateral Agent by such Person, and (ii) the
Company or such successor, as the case may be, shall not, immediately after such
merger or consolidation, or such sale, assignment, transfer, lease or
conveyance, be in default in the performance of any covenant or condition
hereunder, under any of the Contracts or under the Pledge Agreement.

          SECTION 9.2. RIGHTS AND DUTIES OF SUCCESSOR ENTITY. (a) In case of any
such consolidation, merger, sale, assignment, transfer, lease or conveyance and
upon any such assumption by a successor entity in accordance with Section 9.1,
such successor Person 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
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of the Company, any or all of the Certificates evidencing Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Agent; and, upon the order of such successor Person,
instead of the Company, and subject to all the terms, conditions and limitations
in this Agreement prescribed, the 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 Agent for
authentication and execution, and any Certificate evidencing Securities which
such successor entity thereafter shall cause to be signed and delivered to the
Agent for that purpose. All the Certificates so 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.

          (b) In case of any such consolidation, merger, 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.

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<PAGE>

          SECTION 9.3. OPINION OF COUNSEL GIVEN TO AGENT. The Agent, subject to
Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale, assignment, transfer, lease or
conveyance, and any such assumption, complies with the provisions of this
Article and that all conditions precedent to the consummation of any such
consolidation, merger, sale, assignment, transfer, lease or conveyance have been
met.

                                    ARTICLE X

                                    COVENANTS

          SECTION 10.1. PERFORMANCE UNDER 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 Contracts in
accordance with the terms of the Contracts and this Agreement.

          SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY. (a) The Company will
maintain in the Borough of Manhattan, The City of New York an office or agency
where Certificates may be presented or surrendered for acquisition or sale of
shares of Common Stock upon settlement of the Fixed-Share Purchase Contracts or
the Variable-Share Repurchase Contracts, as applicable, on any Settlement Date
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 re-creation of SPACES 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 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 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 Agent as its agent to receive all
such presentations, surrenders, notices and demands.

          (b) 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, The City of New York for such purposes. The Company will
give prompt written notice to the 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 Agent at its Corporate Trust Office as
paying agent in such city.

          SECTION 10.3. COMPANY TO RESERVE COMMON STOCK. The Company shall at
all times prior to the Fixed-Share Stock Purchase 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 Fixed-Share Purchase Contracts constituting a part
of the Securities evidenced by Outstanding Certificates.

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<PAGE>

          SECTION 10.4. 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 Fixed-Share Purchase Contract constituting a part of the
Outstanding Securities will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable.

          SECTION 10.5. STATEMENTS OF OFFICERS OF THE COMPANY AS TO DEFAULT. The
Company will deliver to the 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, a Company Certificate 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 10.6. ERISA. Each Holder and the fiduciary of any Plan that is
a Holder, from time to time of the Securities, hereby represents and warrants on
each day from and including the date of its purchase of any Securities through
and including the earlier of the date of satisfaction of its obligations under
any such Securities and the disposition of any such Securities either (i) that
it is not a Plan or (ii) that the acquisition, holding and the disposition of
any Securities, and the satisfaction of any obligations under such Securities
(including any purchase of Common Stock from the Company and any transfer of
Common Stock to the Company required pursuant to the terms of such Securities)
by such Holder does not and will not constitute a prohibited transaction under
ERISA or Section 4975 of the Code or other similar laws unless an exemption is
available with respect to such transactions and the conditions of such exemption
have been satisfied.

          SECTION 10.7. TAX TREATMENT. The Company and each Holder covenant and
agree, for United States federal, state and local income and franchise tax
purposes to (i) treat a Holder's acquisition and ownership of SPACES as the
acquisition and ownership of the Ownership Interest in the Treasury Strip, the
Ownership Interest in the Treasury Portfolio and the Contracts underlying the
SPACES, (ii) treat a Holder's acquisition and ownership of Separate PACES as the
acquisition and ownership of the Ownership Interest in the Treasury Strip, the
Ownership Interest in the Treasury Portfolio and the Fixed-Share Purchase
Contract underlying the Separate PACES and (iii) treat a Holder's acquisition
and ownership of Separate COVERS as the acquisition and ownership of the
underlying Variable-Share Repurchase Contract and of the Pledged Common Stock
constituting the Collateral securing such Holder's obligations under the
Variable-Share Repurchase Contract.

          SECTION 10.8. PROHIBITION ON CERTAIN BORROWINGS. The Company hereby
represents, warrants and covenants that, as of the date hereof, it is not
obligated, and it agrees not to obligate itself, in respect of any Indebtedness
from (i) any of its subsidiaries that are not a "bank" or a "bank holding
company" as defined in the Bank Holding Company Act, or (ii) any of its
employees, except, in each case, in respect of Indebtedness (A) on which it
shall defer principal, interest and premiums thereon, if any, to the same extent
that it defers Contract Payments hereunder, if at all, or (B) incurred in the
ordinary course of business.

                                       67

<PAGE>

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

                                  STATE STREET CORPORATION


                                  By: /s/ Frederick P. Baughman
                                     ------------------------------
                                     Name:  Frederick P. Baughman
                                     Title: Senior Vice-President, Controller &
                                            Chief Accounting Officer



                                  BANK ONE TRUST COMPANY, N.A.,
                                  as Purchase Contract Agent

                                  By: /s/ Melissa Wilman
                                     ------------------------------
                                     Name:  Melissa Wilman
                                     Title: Authorized Officer

                                       68

<PAGE>

                                                                       EXHIBIT A

                           FORM OF SPACES CERTIFICATE

                       (Form of Global Certificate Legend)

         [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
Company or its agent 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 Depository Trust Company,
and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

                            STATE STREET CORPORATION

                      (Form of Face of SPACES Certificate)
                                  6.75% SPACES
                              ($200 Stated Amount)

No._____
CUSIP No. 857477 20 2
Number of SPACES: 0 to 1,725,000

         This SPACES Certificate certifies that ________ is the registered
Holder of the number of SPACES set forth above. Each SPACES represents the
ownership by the Holder thereof of (i) one PACES and (ii) the rights and
obligations of the Holder thereof and State Street Corporation, a Massachusetts
corporation (the "Company"), under one Variable-Share Repurchase Contract. One
PACES shall represent the ownership by the Holder thereof of (x) the Ownership
Interest in the Treasury Strip, subject to the Pledge thereof, (y) the Ownership
Interest in the Treasury Portfolio and (z) the rights and obligations of the
Holder thereof and the Company under one Fixed-Share Purchase Contract, subject
to the Pledge of the Fixed-Share Right, which Fixed-Share Right shall be
evidenced by the Fixed-Share Rights Certificate substantially in the form
attached to this SPACES Certificate. All capitalized terms used herein which are
defined in the Purchase Contract Agreement have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Ownership Interest in the
Treasury Strip and the Fixed-Share Right, forming a part of such SPACES, have
been pledged to the Collateral Agent and a security interest has been granted to
the Collateral Agent in the right, title and interest of such Holder in such
Ownership Interest in the Treasury Strip and Fixed-Share Right, for the


                                       A-1

<PAGE>

benefit of the Company, to secure, in the case of the Ownership Interest in the
Treasury Strip, the obligation of the Holder under the Fixed-Share Purchase
Contract to purchase the Common Stock of the Company and, in the case of the
Fixed-Share Right, the obligation of the Holder under the Variable-Share
Repurchase Contract to sell the Common Stock of the Company. Prior to the
purchase of shares of Common Stock under each Fixed-Share Purchase Contract,
such Contracts shall not entitle the Holders of SPACES Certificates 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 stockholders in respect of the meetings of stockholders or for
the election of directors of the Company or for any other matter, or any other
rights whatsoever as stockholders of the Company.

         The Pledge Agreement provides that all payments in respect of the
Ownership Interest in the Treasury Strip received by the Collateral Agent shall
be paid by the Collateral Agent by wire transfer in same day funds (i) in the
case of any payments in respect of the Ownership Interest in the Treasury Strip
with respect to any such Ownership Interest that has been released from the
Pledge pursuant to Section 4.3 of the Pledge Agreement, to the Agent to the
account designated by the Agent, no later than 11:00 a.m., New York City time,
on the Business Day such payment is received by the Collateral Agent (provided
that in the event such payment is received by the Collateral Agent on a day that
is not a Business Day or after 9:00 a.m., New York City time, on a Business Day,
then such payment shall be made no later than 9:30 a.m., New York City time, on
the next succeeding Business Day) and (ii) in the case of payments in respect of
any Ownership Interest in the Treasury Strip to be paid upon settlement of such
Holder's obligations to purchase Common Stock under the Fixed-Share Purchase
Contract, to the Company on the Fixed-Share Stock Purchase Date in accordance
with the terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the SPACES of which such Ownership Interest in the
Treasury Strip is a part under the Fixed-Share Purchase Contracts forming a part
of such SPACES.

         Each Fixed-Share Purchase Contract shall, unless an Early Settlement
has occurred or a Merger Early Settlement has occurred, obligate the Holder of
the related Security to purchase, and the Company to sell, on the Fixed-Share
Stock Purchase Date at a price equal to $200 (the "Purchase Price"), 5.0505
newly issued shares of Common Stock (the "Fixed-Share Settlement Rate"), subject
to adjustment under Section 5.6 of the Purchase Contract Agreement, unless, on
or prior to the Fixed-Share Stock Purchase Date, there shall have occurred a
Termination Event with respect to the Security of which such Fixed-Share
Purchase Contract is a part, and no fractional shares of Common Stock will be
issued upon settlement of Fixed-Share Purchase Contracts, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof.

         Each Variable-Share Repurchase Contract shall, unless an Early
Settlement has occurred or a Merger Early Settlement has occurred, obligate the
Holder of the related Security to sell, and the Company to purchase, on the
Variable-Share Stock Purchase Date, a number of shares of Common Stock equal to
the Variable-Share Settlement Rate (the Fixed-Share Settlement Rate, the
Variable-Share Settlement Rate or the Fixed Variable-Share Settlement Rate
referred to as the "Settlement Rate") unless, on or prior to the Variable-Share
Stock Purchase Date, there shall have occurred a Termination Event with respect
to the Security of which such Variable-Share Repurchase Contract is a part. The
"Variable-Share Settlement Rate" is equal to

                                      A-2

<PAGE>

          (i) if the Applicable Market Value is equal to or greater than
     $48.7080 (the "Threshold Appreciation Price"), 0.9444 shares of Common
     Stock per Variable-Share Repurchase Contract,

          (ii) if the Applicable Market Value is less than the Threshold
     Appreciation Price, but is greater than $39.6000, the number of shares of
     Common Stock per Variable-Share Repurchase Contract equal to (x) $200
     divided by $39.6000 minus (y) $200 divided by the Applicable Market Value,
     and

          (iii) if the Applicable Market Value is less than or equal to
     $39.6000, zero shares of Common Stock per Variable-Share Repurchase
     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 sold upon settlement
of Variable-Share Repurchase Contracts.

         The Company shall pay in arrears on each February 15, May 15, August
15, and November 15 of each year commencing May 15, 2003 (a "Payment Date") in
respect of each Fixed-Share Purchase Contract forming part of a SPACES evidenced
hereby an amount equal to 0.75% per year of the Stated Amount and in respect of
each Variable-Share Repurchase Contract forming part of SPACES evidence hereby
an amount equal to 4.00% per year of the Stated Amount, computed on the basis of
a 360-day year of twelve 30-day months, subject to deferral at the option of the
Company as provided in the Purchase Contract Agreement and more fully described
on the reverse hereof (provided that if any date on which Contract Payments are
to be made on the Contracts is not a Business Day, then payment of such Contract
Payments payable on that date will be made on the next succeeding day which is a
Business Day, and no interest or payment will be paid in respect of such delay,
except that if such next succeeding Business Day is in the next succeeding
calendar year, then such payment will be made on the immediately preceding
Business Day). Such Contract Payments shall be payable to the Person in whose
name this SPACES Certificate (or a Predecessor SPACES Certificate) is registered
at the close of business on the Record Date for such Payment Date.

         Contract Payments will be payable at the office of the Agent in The
City of New York, New York or, at the option of the Company, by check mailed to
the address of the Person entitled thereto as such address appears on the SPACES
Register or by wire transfer to an account appropriately designated by a prior
written notice by such Person.

         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.


                                       A-3

<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this SPACES 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.

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

                                     STATE STREET CORPORATION

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

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

                                     By: BANK ONE TRUST COMPANY, N.A., not
                                     individually but solely as Attorney-in-Fact
                                     of such Holder

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


                                       A-4

<PAGE>

                      AGENT'S CERTIFICATE OF AUTHENTICATION

     This is one of the SPACES Certificates referred to in the within-mentioned
Purchase Contract Agreement.

Dated:                                BANK ONE TRUST COMPANY, N.A., as
                                      Purchase Contract Agent

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


                                       A-5

<PAGE>

                     (FORM OF REVERSE OF SPACES CERTIFICATE)

         Each Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of January 21, 2003 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and Bank One Trust
Company, N.A. as Purchase Contract Agent (including its successors thereunder,
herein called the "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 Agent, the Company, and the Holders and of the terms upon
which the SPACES Certificates are, and are to be, executed and delivered.

         Each Fixed-Share Purchase Contract shall, unless an Early Settlement
has occurred or a Merger Early Settlement has occurred, obligate the Holder of
the related Security to purchase, and the Company to sell, on the Fixed-Share
Stock Purchase Date at a price equal to $200 (the "Purchase Price"), 5.0505
newly issued shares of Common Stock (the "Fixed-Share Settlement Rate"), subject
to adjustment under Section 5.6 of the Purchase Contract Agreement, unless, on
or prior to the Fixed-Share Stock Purchase Date, there shall have occurred a
Termination Event with respect to the Security of which such Fixed-Share
Purchase Contract is a part, and no fractional shares of Common Stock will be
issued upon settlement of Fixed-Share Purchase Contracts, all as provided in the
Purchase Contract Agreement.

         Each Variable-Share Repurchase Contract shall, unless an Early
Settlement has occurred or a Merger Early Settlement has occurred, obligate the
Holder of the related Security to sell, and the Company to purchase, on the
Variable-Share Stock Purchase Date, a number of shares of Common Stock equal to
the Variable-Share Settlement Rate (the Fixed-Share Settlement Rate, the
Variable-Share Settlement Rate or the Fixed Variable-Share Settlement Rate (as
defined below) referred to as the "Settlement Rate") unless, on or prior to the
Variable-Share Stock Purchase Date, there shall have occurred a Termination
Event with respect to the Security of which such Variable-Share Repurchase
Contract is a part. The "Variable-Share Settlement Rate" is equal to

               (i) if the Applicable Market Value is equal to or greater than
          $48.7080 (the "Threshold Appreciation Price"), 0.9444 shares of Common
          Stock per Variable-Share Repurchase Contract,

               (ii) if the Applicable Market Value is less than the Threshold
          Appreciation Price, but is greater than $39.6000, the number of shares
          of Common Stock per Variable-Share Repurchase Contract equal to (x)
          $200 divided by $39.6000 minus (y) $200 divided by the Applicable
          Market Value, and

               (iii) if the Applicable Market Value is less than or equal to
          $39.6000, zero shares of Common Stock per Variable-Share Repurchase
          Purchase Contract,


                                       A-6

<PAGE>

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 sold upon settlement
of Variable-Share Repurchase Contracts.

         At any time prior to December 31, 2005, the Company may elect to fix
the Variable-Share Settlement Rate in accordance with the formula (the "Fixing
Formula") set forth on Exhibit F attached to the Purchase Contract Agreement
(the new Settlement Rate referred to as the "Fixed Variable-Share Settlement
Rate"). If the Company elects to fix the Variable-Share Settlement Rate, the
Company must prepare and transmit to the Agent a Company Certificate setting
forth its intention to fix the Variable-Share Settlement Rate. Prior to 10:00
a.m., New York City time, on the Business Day following the expiration of the 20
consecutive Trading Day period commencing the third Trading Day following the
date of such Company Certificate, the Company will be required, in accordance
with Section 5.7 of the Purchase Contract Agreement, to prepare and transmit to
the Agent an additional Company Certificate setting forth its calculation of the
Fixed Variable-Share Settlement Rate in accordance with the Fixing Formula and
the effective date of the Fixed Variable-Share Settlement Rate. In no event will
the Fixed Variable-Share Settlement Rate be greater than the Maximum
Variable-Share Settlement Rate, subject to adjustment as provided in Section 5.6
of the Purchase Contract Agreement. The Fixed Variable-Share Settlement Rate
will become effective at the open of business two Business Days after the close
of the 20 consecutive Trading Day period.

         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 Variable-Share Stock Purchase
Date or, in the event of a Cash Merger contemplated by Section 5.10 of the
Purchase Contract Agreement, the Cash Merger Date.

         The "Closing Price" of the Common Stock on any date of determination
means the closing sale price per share (or, if no closing sale price is
reported, the last reported sale price) of the Common Stock on the New York
Stock Exchange (the "NYSE") on such date or, if the Common Stock is not listed
for trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is so listed, or if the Common Stock is not so listed on a United
States securities exchange, as reported by The Nasdaq Stock Market, or 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 if such bid price is not available, the market value of
the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained by the Company for this purpose.

         A "Trading Day" means a day on which the Common Stock (A) 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 (B) 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 at the close of business on such day.

         Subject to and upon compliance with the provisions of Section 5.9 of
the Purchase Contract Agreement, Fixed-Share Purchase Contracts underlying
SPACES or Separate PACES having an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof and Variable-


                                       A-7

<PAGE>

Share Repurchase Contracts, may, at the option of the Holder thereof, be settled
early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the
third Business Day immediately preceding the Fixed-Share Stock Purchase Date or
the Variable-Share Stock Purchase Date, as applicable. Upon Early Settlement of
Fixed-Share Purchase Contracts, in exchange for the Purchase Price, the Holder
thereof shall be entitled to receive a number of shares equal to the Fixed-Share
Early Settlement Rate. Upon Early Settlement of Variable-Share Repurchase
Contracts, the Holder thereof shall be required to deliver a number of shares
equal to the Maximum Variable-Share Settlement Rate or, if the Company has fixed
the Variable-Share Settlement Rate prior to such Early Settlement, a number of
shares equal to the Fixed Variable-Share Settlement Rate.

         In the event of a merger or consolidation of the Company of the type
described in clause (1) of Section 5.6(b) of the Purchase Contract Agreement in
which the Common Stock outstanding immediately prior to such merger or
consolidation is exchanged for consideration consisting of at least 30% cash or
cash equivalents (any such event a "Cash Merger"), then the Company (or the
successor to the Company hereunder) shall be required to offer the Holder of
each Security the right to settle the Contract or Contracts underlying such
Security prior to the Fixed-Share Stock Purchase Date or the Variable-Share
Stock Purchase Date, as applicable ("Merger Early Settlement"), as provided in
the Purchase Contract Agreement. Holders exercising their right of Merger Early
Settlement with respect to Fixed-Share Purchase Contracts may exercise such
right only with respect to Fixed-Share Purchase Contracts underlying SPACES or
Separate PACES having an aggregate Stated Amount equal to $1,000 or an integral
multiple thereof. On or before the fifth Business Day after the consummation of
a Cash Merger, the Company or, at the request and expense of the Company, the
Agent, shall give all Holders notice of the occurrence of the Cash Merger and of
the right of Merger Early Settlement arising as a result thereof. The Company
shall also deliver a copy of such notice to the Agent and the Collateral Agent.
Each notice shall contain, (i) the date, which shall be not less than 20 nor
more than 30 calendar days after the date of such notice, on which the Merger
Early Settlement will be effected (the "Merger Early Settlement Date"), (ii) the
date, which shall be on or one Business Day prior to the Merger Early Settlement
Date, by which the Merger Early Settlement right must be exercised, (iii) the
Settlement Rates in effect as a result of such Cash Merger and the kind and
amount of cash, securities and other property receivable or deliverable by the
Holder upon settlement of each Contract pursuant to Section 5.6(b) of the
Purchase Contract Agreement, (iv) a statement to the effect that all or a
portion of the Purchase Price payable by the Holder to settle the Fixed-Share
Purchase Contract will be offset against the amount of cash so receivable upon
exercise of Merger Early Settlement, as applicable, (v) a statement to the
effect that all or a portion of the kind and amount of cash, securities and
other property deliverable by the Holder to settle the Variable-Share Repurchase
Contract forming a part of a Separate COVERS will be offset against the
Collateral held by the Collateral Agent to secure such Variable-Share Repurchase
Contract, as applicable, (vi) a statement to the effect that, upon simultaneous
Merger Early Settlement of both Contracts underlying a SPACES, the Holder of
such SPACES shall have no obligation to deliver any cash, securities and other
property with respect to its obligations under the Variable-Share Repurchase
Contract and instead the Company shall deliver or cause to be delivered, and
such Holder shall be entitled to receive for each SPACES, the kind and amount of
cash, securities and other property equal to the difference between the
Fixed-Share Settlement Rate and the Variable-Share Settlement Rate (or the Fixed
Variable-Share Settlement Rate if then in effect), in each case as adjusted
pursuant to Section 5.6 of the Purchase


                                       A-8

<PAGE>

Contract Agreement and (vii) the instructions a Holder must follow to exercise
the Merger Early Settlement right.

         Upon the maturity of the Treasury Strips underlying the SPACES or
Separate PACES, on the Fixed-Share Stock Purchase Date, the Collateral Agent
shall remit to the Company an amount equal to the aggregate Purchase Price
applicable to the SPACES or Separate PACES, as payment for the Common Stock
issuable upon settlement thereof without receiving any instructions from the
Holders of such Securities.

         The obligations of each Holder of SPACES or Separate PACES to pay the
Purchase Price are non-recourse obligations and, except to the extent paid upon
Early Settlement or Merger Early Settlement, are payable solely out of the
proceeds of any Collateral pledged to secure the obligations of the Holders
under the related Fixed-Share Purchase Contracts and in no event will Holders be
liable for any deficiency between such proceeds and the Purchase Price.

         The Company shall not be obligated to issue any shares of Common Stock
in respect of a Fixed-Share Purchase Contract or deliver any certificates
therefor to the Holder of the related Security unless the Company shall have
received payment in full of the aggregate Purchase Price for the shares of
Common Stock to be purchased thereunder in the manner herein set forth, and in
the case of Fixed-Share Purchase Contracts that form a part of SPACES and are
settled on the Fixed-Share Stock Purchase Date, the Company shall have received
the related Fixed-Share Rights Certificate for cancellation.

         On the Variable-Share Stock Purchase Date, out of the Collateral
securing Variable-Share Repurchase Contracts forming a part of Separate COVERS,
the Collateral Agent shall remit to the Company a number of shares of Common
Stock equal to the Settlement Rate applicable to such Variable-Share Repurchase
Contracts plus a cash payment in lieu of any fraction of a share, in
satisfaction of the Holders' obligations to sell Common Stock pursuant to such
Variable-Share Repurchase Contracts, without receiving any instructions from the
Holders of such Separate COVERS. Any shares of Common Stock held as Collateral
that are in excess of the amount necessary to satisfy a Holder's obligations
under such Variable-Share Repurchase Contracts will be deposited by the
Collateral Agent with the Agent, for the benefit of such Holder. The Collateral
Agent shall be entitled to dispose of any Collateral in order to make a cash
payment to the Company in lieu of any fraction of a share.

         Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Pledged
Common Stock, 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
Common Stock are entitled to vote or upon any solicitation of consents or
proxies of holders of Common Stock, the Agent shall, as soon as practicable
thereafter, mail, first class, postage pre-paid, to the Holders of Separate
COVERS 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
Agent therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Common Stock entitled to vote) shall
be entitled to instruct the Agent as to the exercise of the voting rights
pertaining to such Common Stock underlying their Separate COVERS; and (iii)
stating the manner in which such instructions may be given. Upon the written
request of the Holders of Separate COVERS on such record date received by the
Agent at least six days prior to such meeting, the Agent shall


                                       A-9

<PAGE>

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 shares of
Pledged Common Stock as to which any particular voting instructions are
received. In the absence of specific instructions from the Holder of a Separate
COVERS, the Agent shall abstain from voting the Pledged Common Stock underlying
such Separate COVERS. The Company hereby agrees, if applicable, to solicit
Holders of Separate COVERS to timely instruct the Agent in order to enable the
Agent to vote such Pledged Common Stock.

         The SPACES Certificates are issuable only in registered form and only
in denominations of a single SPACES and any integral multiple thereof. Each
SPACES Certificate shall evidence the number of SPACES specified therein, with
each such SPACES representing the ownership by the Holder thereof of (i) one
PACES and (ii) the rights and obligations of the Holder thereof and the Company
under one Variable-Share Repurchase Contract. One PACES shall represent the
ownership by the Holder thereof of (x) the Ownership Interest in the Treasury
Strip, subject to the Pledge thereof, (y) the Ownership Interest in the Treasury
Portfolio and (z) the rights and obligations of the Holder thereof and the
Company under one Fixed-Share Purchase Contract, subject to the Pledge of the
Fixed-Share Right, which Fixed-Share Right shall be evidenced by the Fixed-Share
Rights Certificate substantially in the form attached to this SPACES
Certificate. The Agent, as attorney-in-fact for, and on behalf of, the Holder of
each SPACES shall pledge, pursuant to the Pledge Agreement, the Ownership
Interest in the Treasury Strip and the Fixed-Share Right forming a part of such
SPACES to the Collateral Agent and grant to the Collateral Agent a security
interest in the right, title and interest of such Holder in such Ownership
Interest in the Treasury Strip and the Fixed-Share Right, for the benefit of the
Company, to secure, in the case of the Ownership Interest in the Treasury Strip,
the obligation of the Holder under the Fixed-Share Purchase Contract to purchase
the Common Stock of the Company and, in the case of the Fixed-Share Right, the
obligation of the Holder under the Variable-Share Repurchase Contract to sell
the Common Stock of the Company. Prior to the purchase of shares of Common Stock
under each Fixed-Share Purchase Contract, such Contracts shall not entitle the
Holders of SPACES Certificates 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 stockholders
in respect of the meetings of stockholders or for the election of directors of
the Company or for any other matter, or any other rights whatsoever as
stockholders of the Company. The transfer of any SPACES Certificate will be
registered and SPACES Certificates may be exchanged as provided in the Purchase
Contract Agreement. The SPACES 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 made for any such
registration of transfer or exchange of a SPACES Certificate, but the Company
and the 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
not involving any transfer as provided for in the Purchase Contract Agreement.

         A Holder may separate the PACES from the related Variable-Share
Repurchase Contract in respect of the SPACES held by such Holder by substituting
for the Pledged Fixed-Share Right securing such Holder's obligations under the
Variable-Share Repurchase Contract a number of shares of Common Stock in an
amount equal to the Maximum Variable-Share Settlement Rate (rounded up to the
nearest whole share) per Variable-Share Repurchase Contract (a "Collateral


                                       A-10

<PAGE>

Substitution"). A Holder may effectuate a Collateral Substitution, at any time
from and after the date of this Agreement and on or prior to the third Business
Day immediately preceding the Fixed-Share Stock Purchase Date, by (i) depositing
with the Collateral Agent a number of shares of Common Stock equal to the
Maximum Variable-Share Settlement Rate (rounded up to the nearest whole share)
and (ii) transferring the related SPACES to the Agent accompanied by a notice to
the Agent, substantially in the form of Exhibit E attached to the Purchase
Contract Agreement, stating that the Holder has transferred the relevant amount
of Common Stock to the Collateral Agent and requesting that the Agent instruct
the Collateral Agent to release the Pledged Fixed-Share Right underlying such
SPACES, whereupon the Agent shall promptly give such instruction to the
Collateral Agent, substantially in the form of Exhibit D attached to the
Purchase Contract Agreement. Upon receipt of the Common Stock described in
clause (i) above and the instruction described in clause (ii) above, in
accordance with the terms of the Pledge Agreement, the Collateral Agent will
release such Pledged Fixed-Share Right from the Pledge, free and clear of the
Company's security interest therein, and upon notification of such release the
Agent shall promptly: (i) cancel the related SPACES and (ii) authenticate,
execute on behalf of such Holder and deliver a Separate PACES Certificate and a
Separate COVERS Certificate executed by the Company in accordance with Section
3.3 of the Purchase Contract Agreement evidencing the same number of PACES and
Variable-Share Repurchase Contracts as were evidenced by the canceled SPACES.

          Holders who elect to separate the Pledged Fixed-Share Rights from the
related Variable-Share Repurchase Contracts and to substitute Common Stock for
such Pledged Fixed-Share Rights shall be responsible for any fees or expenses
payable to the Collateral Agent for its services as Collateral Agent in respect
of the substitution, and the Company shall not be responsible for any such fees
or expenses. Except as described in the Purchase Contract Agreement, for so long
as the Fixed-Share Purchase Contract underlying a SPACES remains in effect, such
SPACES shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such SPACES in respect of such constituent parts
may be acquired, and may be transferred and exchanged, only as a SPACES, subject
to the pledge of the Fixed-Share Right pursuant to the terms of the Purchase
Contract Agreement and the Pledge Agreement.

         A Holder of Separate PACES and Separate COVERS may re-create SPACES, at
any time from and after the date of the Purchase Contract Agreement and on or
prior to the third Business Day immediately preceding the Fixed-Share Stock
Purchase Date, by (i) pledging to the Collateral Agent the Fixed-Share Rights
relating to such number of Separate PACES as is equal to such Separate COVERS
and (ii) transferring such Separate PACES and Separate COVERS to the Agent
accompanied by a notice to the Agent, substantially in the form of Exhibit E
attached to the Purchase Contract Agreement, stating that the Holder has pledged
the relevant amount of Fixed-Share Rights to the Collateral Agent and requesting
that the Agent instruct the Collateral Agent to release the Pledged Common Stock
underlying such Separate COVERS, whereupon the Agent shall promptly give such
instruction to the Collateral Agent, substantially in the form of Exhibit D
attached to the Purchase Contract Agreement. Upon receipt of the Pledge of the
Fixed-Share Rights described in clause (i) above and the instruction described
in clause (ii) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will release to the Agent, on behalf of the Holder, such
Pledged Common Stock, free and clear of the Company's security interest therein,
and upon receipt thereof the Agent shall promptly: (a) cancel the related


                                       A-11

<PAGE>

Separate PACES and Separate COVERS; (b) transfer the Pledged Common Stock to the
Holder; and (c) authenticate, execute on behalf of such Holder and deliver a
SPACES Certificate executed by the Company in accordance with Section 3.3 of the
Purchase Contract Agreement evidencing the same number of Contracts as were
evidenced by the canceled Separate PACES and Separate Covers.

     Except as provided in Section 3.14 of the Purchase Contract Agreement,
Separate PACES and Separate COVERS shall not be available for re-creating
SPACES, and the rights and obligations of the Holder of such Separate PACES and
Separate COVERS may be acquired, and may be transferred and exchanged, only as a
Separate PACES or Separate COVERS, including the Collateral related thereto.

     Subject to the next succeeding paragraph, the Company shall pay, on each
Payment Date, the Contract Payments, if any, payable in respect of each Contract
to the Person in whose name a Certificate (or one or more Predecessor
Certificates) is registered on the Register at the close of business on the
Record Date next preceding such Payment Date in such coin or currency of the
United States as at the time of payment shall be legal tender for payments. The
Contract Payments, if any, will be payable at the Corporate Trust Office or, at
the option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the Register or by wire
transfer to an account appropriately designated by a prior written notice by
such Person. A Holder shall be entitled to continue receiving Contract Payments
after Early Settlement or Merger Early Settlement of a Contract, except in the
case of Early Settlement of a Fixed-Share Purchase Contract.

     The Company shall have the right or, at the direction of the Federal
Reserve Board, shall be obligated, at any time prior to the Fixed-Share Stock
Purchase Date or the Variable-Share Stock Purchase Date, as applicable, to defer
the payment of any or all of the Contract Payments otherwise payable on any
Payment Date, but only if the Company shall give the Holders and the Agent
written notice of its intention to defer each such Contract 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
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.

     Any Contract Payments so deferred shall, to the extent permitted by law,
accrue additional Contract Payments thereon at the rate of 6.75% per year
(computed on the basis of a 360-day year of twelve 30-day months), compounding
on each succeeding Payment Date, until paid in full (such deferred installments
of Contract Payments, if any, together with the additional Contract Payments, if
any, accrued thereon, are referred to herein as the "Deferred Contract
Payments"). Deferred Contract Payments, if any, shall be due on the next
succeeding Payment Date except to the extent that payment is deferred pursuant
to Section 5.3 of the Purchase Contract Agreement. No Contract Payments may be
deferred to a date that is after the Fixed-Share Stock Purchase Date, in the
case of Contract Payments payable on the Fixed-Share Purchase Contracts, or the
Variable-Share Stock Purchase Date, in the case of Contract Payments payable on
the Variable-Share Repurchase Contracts, and no such deferral period may end
other than on a Payment Date. If the Contracts are terminated upon the
occurrence of a Termination


                                       A-12

<PAGE>

Event, the Holder's right to receive Contract Payments, if any, and Deferred
Contract Payments will terminate.

     In the event that the Company defers the payment of Contract Payments until
a Payment Date prior to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, then all Deferred Contract
Payments, if any, shall be payable to the registered Holders as of the close of
business on the Record Date immediately preceding such Payment Date.

     The Company's obligations with respect to Contract Payments (including any
accrued or Deferred Contract Payments) shall be subordinate and junior in right,
to the extent and in the manner set forth in the Purchase Contract Agreement, to
all Senior Indebtedness.

     In the event that the Company defers the payment of Contract Payments until
the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date,
as applicable, each Holder will receive on the Fixed-Share Stock Purchase Date
or the Variable-Share Purchase Date, as applicable, an amount equal to the
Deferred Contract Payments, payable, at the Company's election, in (i) shares of
Common Stock or (ii) Notes. If the Company elects to pay the Deferred Contract
Payments in shares of Common Stock, each Holder will receive a number of shares
(in addition to a number of shares of Common Stock equal to the Fixed-Share
Settlement Rate, if applicable) equal to (A) the aggregate amount of Deferred
Contract Payments payable to such Holder divided by (B) the greater of (x) the
Applicable Market Value on the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, and (y) $13.20 (as adjusted
in a manner consistent with Section 5.6 of the Purchase Contract Agreement). If
the Company elects to issue Notes in payment of the Deferred Contract Payments,
such Notes shall have a principal amount equal to the Deferred Contract
Payments.

     In the event the Company defers the payment of Contract Payments, then
until the Deferred Contract Payments have been paid, the Company shall not
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's Capital
Stock other than: (i) repurchases, redemptions or other acquisitions of shares
of the Company's Capital Stock in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of the Company's Capital Stock, or securities convertible into or
exercisable for such Capital Stock, as consideration in an acquisition
transaction entered into prior to the deferral of Contract Payments; (ii) as a
result of an exchange or conversion of any class or series of the Company's
Capital Stock for any Capital Stock of the Company's subsidiaries, or for any
class or series of the Company's Capital Stock, or of any class or series of the
Company's indebtedness for any class or series of the Company's Capital Stock;
(iii) the purchase of fractional interests of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged; (iv) any declaration of a dividend in
connection with any rights plan, or the issuance of rights, stock or other
property under any rights plan, or the redemption or repurchase of rights
pursuant thereto; or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or stock issuable upon exercise of such
warrants, options or other rights is the


                                       A-13

<PAGE>

same stock as that on which the dividend is being paid or ranks equally with or
junior to such stock.

     The Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights of Holders to receive
accumulated Contract Payments, if any, or any Deferred Contract Payments and
obligations of the Holders to purchase or sell Common Stock, will immediately
and automatically terminate, without the necessity of any notice or action by
any Holder, the Agent or the Company, if, on or prior to the Fixed-Share Stock
Purchase Date or the Variable-Share Stock Purchase Date, as applicable, a
Termination Event shall have occurred. Upon and after the occurrence of a
Termination Event, (i) the SPACES and Separate PACES shall thereafter represent
the right to receive the Ownership Interests in the Treasury Strips and the
Ownership Interests in the Treasury Portfolio forming a part of such SPACES and
Separate PACES and (ii) the Separate COVERS shall thereafter represent the right
to receive the Pledged Common Stock forming a part of such Separate COVERS. 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 Agent,
the Collateral Agent and to the Holders, at their addresses as they appear in
the Register.

     Upon registration of transfer of this SPACES 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 Agent pursuant to the Purchase
Contract Agreement), under the terms of the Purchase Contract Agreement, the
Contracts evidenced hereby and the Pledge Agreement and the transferor shall be
released from the obligations under the Purchase Contract Agreement, the
Contracts evidenced by this SPACES Certificate and the Pledge Agreement. 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.

         Each Holder of a Security, by its acceptance hereof, irrevocably
authorizes the Agent to enter into and perform the related Contract or Contracts
on its behalf as its attorney-in-fact (including the execution of Certificates
on behalf of such Holder), agrees to be bound by the terms and provisions
thereof, covenants and agrees to perform its obligations under such Contract or
Contracts, consents to the provisions of the Purchase Contract Agreement,
irrevocably authorizes the Agent as its attorney-in-fact to enter into and
perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Ownership Interest in the
Treasury Strip, the Fixed-Share Right, or the Common Stock, as the case may be,
pursuant to the Pledge Agreement; provided that upon a Termination Event, the
rights of the Holder of such Security under the Contract or Contracts may be
enforced without regard to any other rights or obligations. Each Holder of a
Security, by its acceptance hereof, further covenants and agrees, that, to the
extent and in the manner provided in Section 5.4 of the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, (i)
payment in respect of the Pledged Ownership Interest in the Treasury Strip to be
paid upon settlement of such Holder's obligations to purchase Common Stock under
the Fixed-Share Purchase Contract, shall be paid on the Fixed-Share Stock
Purchase Date by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Fixed-Share Purchase Contract and such Holder
shall acquire no right, title or interest in such payments, (ii) upon settlement
of such Holder's obligations to sell Common Stock under the Variable-Share
Repurchase Contract underlying a Separate COVERS, the Pledged Common Stock
underlying


                                       A-14

<PAGE>

such Separate COVERS shall be delivered on the Settlement Date by the Collateral
Agent to the Agent and, to the extent necessary, delivered by the Agent to the
Company in satisfaction of such Holder's obligations under such Variable-Share
Repurchase Contract and such Holder shall acquire no right, title or interest in
such Pledged Common Stock so delivered to the Company, and (iii) out of the
Common Stock delivered upon settlement of such Holder's obligations under the
Fixed-Share Purchase Contract forming a part of the SPACES, a number of shares
per related Variable-Share Repurchase Contract equal to the Maximum
Variable-Share Settlement Rate (rounded up to the nearest whole share)
automatically shall be pledged to the Collateral Agent, for the benefit of the
Company, to secure such Holder's obligations under such Variable-Share
Repurchase Contract.

     Each Holder of a Security, by acceptance hereof, will be deemed expressly
to have withheld any consent to the assumption (i.e., affirmance) under Section
365 of the Bankruptcy Code or otherwise, of the applicable Contracts by the
Company, its trustee in bankruptcy, any receiver, liquidator or person or entity
performing similar functions in the event that the Company becomes a debtor
under the Bankruptcy Code or subject to other similar state or federal law
providing for reorganization or liquidation.

     The Company and each Holder covenant and agree, for United States federal,
state and local income and franchise tax purposes to (i) treat a Holder's
acquisition and ownership of SPACES as the acquisition and ownership of the
Ownership Interest in the Treasury Strip, the Ownership Interest in the Treasury
Portfolio and the Contracts underlying the SPACES, (ii) treat a Holder's
acquisition and ownership of Separate PACES as the acquisition and ownership of
the Ownership Interest in the Treasury Strip, the Ownership Interest in the
Treasury Portfolio and the Fixed-Share Purchase Contract underlying the Separate
PACES and (iii) treat a Holder's acquisition and ownership of Separate COVERS as
the acquisition and ownership of the underlying Variable-Share Repurchase
Contract and of the Pledged Common Stock constituting the Collateral securing
such Holder's obligations under the Variable-Share Repurchase Contract.

     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
Contracts.

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

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


                                       A-15

<PAGE>

     Prior to the purchase of shares of Common Stock under each Fixed-Share
Purchase Contract, such Fixed-Share Purchase Contracts shall not 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 Agent.


                                       A-16

<PAGE>

                     FORM OF FIXED-SHARE RIGHTS CERTIFICATE

                            STATE STREET CORPORATION

     [THIS CERTIFICATE REPRESENTS FIXED-SHARE RIGHTS THAT FORM A PART OF SPACES
ISSUED BY STATE STREET CORPORATION. THIS CERTIFICATE AND THE UNDERLYING
FIXED-SHARE RIGHTS MAY NOT BE TRANSFERRED SEPARATELY FROM THE SPACES CERTIFICATE
OR THE SPACES EXCEPT IN CONNECTION WITH THE PLEDGE TO OR RELEASE BY THE
COLLATERAL AGENT (AS DEFINED BELOW) OF THE FIXED-SHARE RIGHTS PURSUANT TO THE
TERMS OF THE PURCHASE CONTRACT AGREEMENT (AS DEFINED BELOW) AND THE PLEDGE
AGREEMENT (AS DEFINED BELOW).]

                             constituting a part of
                                  6.75% SPACES
                              ($200 Stated Amount)

No. ___

         This Fixed-Share Rights Certificate certifies that ____________ is the
registered Holder of a number of Fixed-Share Rights corresponding with the
number of SPACES outstanding from time to time. Each Fixed-Share Right
represents a Holder's right to purchase a number of shares of Common Stock
pursuant to a Fixed-Share Purchase Contract underlying a SPACES equal to the
Fixed-Share Settlement Rate, subject to adjustment under Section 5.6 of the
Purchase Contract Agreement, dated as of January 21, 2003 (as may be
supplemented from time to time, the "Purchase Contract Agreement"), between
State Street Corporation, a Massachusetts corporation (the "Company"), and Bank
One Trust Company, N.A., as Purchase Contract Agent (including its successors
thereunder, herein called the "Agent"). Each Fixed-Share Right forms a part of
the related SPACES and may not be transferred except in connection with the
pledge thereof pursuant to the terms of the Purchase Contract Agreement and the
Pledge Agreement. The Fixed-Share Right evidenced hereby is governed by the
Purchase Contract Agreement, 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 Agent, the Company, and the Holders and of the terms upon
which the Fixed-Share Rights Certificates are, and are to be, executed and
delivered. All capitalized terms used herein which are defined in the Purchase
Contract Agreement have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Fixed-Share Right, forming a part
of the related SPACES, has been pledged to the Collateral Agent and a security
interest has been granted to the Collateral Agent in the right, title and
interest of such Holder in such Fixed-Share Right, for the benefit of the
Company, to secure the obligation of the Holder under the Variable-Share
Repurchase Contract to sell the Common Stock to the Company.

         A Holder may separate the PACES from the related Variable-Share
Repurchase Contract in respect of the SPACES held by such Holder by substituting
for the Pledged Fixed-Share Right

                                       A-17

<PAGE>

securing such Holder's obligations under the Variable-Share Repurchase Contract
a number of shares of Common Stock equal to the Maximum Variable-Share
Settlement Rate (rounded up to the nearest whole share) per Variable-Share
Repurchase Contract (a "Collateral Substitution"). A Holder may effectuate a
Collateral Substitution, at any time from and after the date of the Purchase
Contract Agreement and on or prior to the third Business Day immediately
preceding the Fixed-Share Stock Purchase Date, by (i) depositing with the
Collateral Agent a number of shares of Common Stock equal to the Maximum
Variable-Share Settlement Rate (rounded up to the nearest whole share) and (ii)
transferring the related SPACES to the Agent accompanied by a notice to the
Agent, substantially in the form of Exhibit E to the Purchase Contract
Agreement, stating that the Holder has transferred the relevant amount of Common
Stock to the Collateral Agent and requesting that the Agent instruct the
Collateral Agent to release the Pledged Fixed-Share Right underlying such
SPACES, whereupon the Agent shall promptly give such instruction to the
Collateral Agent, substantially in the form of Exhibit D to the Purchase
Contract Agreement. Upon receipt of the Common Stock described in clause (i)
above and the instruction described in clause (ii) above, in accordance with the
terms of the Pledge Agreement, the Collateral Agent will release such Pledged
Fixed-Share Right from the Pledge, free and clear of the Company's security
interest therein, and upon notification of such release the Agent shall
promptly:

              (i) cancel the related SPACES; and

              (ii) authenticate, execute on behalf of such Holder and deliver a
         Separate PACES Certificate and a Separate COVERS Certificate executed
         by the Company in accordance with Section 3.3 of the Purchase Contract
         Agreement evidencing the same number of PACES and Variable-Share
         Repurchase Contracts as were evidenced by the canceled SPACES.

         Holders who elect to separate the Pledged Fixed-Share Rights from the
related Variable-Share Repurchase Contracts and to substitute Common Stock for
such Pledged Fixed-Share Rights shall be responsible for any fees or expenses
payable to the Collateral Agent for its services as Collateral Agent in respect
of the substitution, and the Company shall not be responsible for any such fees
or expenses.

         In the event a Holder making a Collateral Substitution pursuant to
Section 3.13 of the Purchase Contract Agreement fails to effect a book-entry
transfer of the SPACES or fails to deliver a SPACES Certificate to the Agent
after depositing Common Stock with the Collateral Agent, the Pledged Fixed-Share
Rights constituting a part of such SPACES, and any distributions on such Pledged
Fixed-Share Rights shall be held by the Agent or its nominee in trust for the
benefit of such Holder, until such SPACES are so transferred or the SPACES
Certificate is so delivered, as the case may be, or, with respect to a SPACES
Certificate, such Holder provides evidence satisfactory to the Company and the
Agent that such SPACES Certificate has been destroyed, lost or stolen, together
with any indemnity that may be required by the Agent and the Company.

         Except as described in Section 3.13 of the Purchase Contract Agreement,
for so long as the Fixed-Share Purchase Contract underlying a SPACES remains in
effect, such SPACES shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such


                                       A-18

<PAGE>

SPACES in respect of such constituent parts may be acquired, and may be
transferred and exchanged, only as a SPACES, subject to the pledge of the
Fixed-Share Right pursuant to the terms of the Purchase Contract Agreement and
the Pledge Agreement.

         A Holder of Separate PACES and Separate COVERS may re-create SPACES, at
any time from and after the date of the Purchase Contract Agreement and on or
prior to the third Business Day immediately preceding the Fixed-Share Stock
Purchase Date, by (i) pledging to the Collateral Agent the Fixed-Share Rights
relating to such number of Separate PACES as is equal to such Separate COVERS
and (ii) transferring such Separate PACES and Separate COVERS to the Agent
accompanied by a notice to the Agent, substantially in the form of Exhibit E to
the Purchase Contract Agreement, stating that the Holder has pledged the
relevant amount of Fixed-Share Rights to the Collateral Agent and requesting
that the Agent instruct the Collateral Agent to release the Pledged Common Stock
underlying such Separate COVERS, whereupon the Agent shall promptly give such
instruction to the Collateral Agent, substantially in the form of Exhibit D to
the Purchase Contract Agreement. Upon receipt of the Pledge of the Fixed-Share
Rights described in clause (i) above and the instruction described in clause
(ii) above, in accordance with the terms of the Pledge Agreement, the Collateral
Agent will release to the Agent, on behalf of the Holder, such Pledged Common
Stock, free and clear of the Company's security interest therein, and upon
receipt thereof the Agent shall promptly:

              (i) cancel the related Separate PACES and Separate COVERS;

              (ii) transfer the Pledged Common Stock to the Holder; and

              (iii) authenticate, execute on behalf of such Holder and deliver
         a SPACES Certificate executed by the Company in accordance with
         Section 3.3 of the Purchase Contract Agreement evidencing the same
         number of Contracts as were evidenced by the canceled Separate PACES
         and Separate COVERS.

         Except as provided in Section 3.14 to the Purchase Contract Agreement,
Separate PACES and Separate COVERS shall not be available for re-creating
SPACES, and the rights and obligations of the Holder of such Separate PACES and
Separate COVERS may be acquired, and may be transferred and exchanged, only as a
Separate PACES or Separate COVERS, including the Collateral related thereto.



                      [This space intentionally left blank]




                                       A-19

<PAGE>

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

                                     STATE STREET CORPORATION

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

                                     Title:

                                       A-20

<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--   as Custodian for (Minor) under Uniform Gifts to Minors Act
                     (State)

TEN ENT--             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.

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

                                   ASSIGNMENT

          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 SPACES Certificates and all rights thereunder, hereby irrevocably
constituting and appointing

--------------------------------------------------------------------------------
attorney to transfer said SPACES Certificates on the books of State Street
Corporation 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 SPACES Certificates in every particular,
without alteration or enlargement or any change whatsoever.

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

                                      A-21

<PAGE>

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-22

<PAGE>

                             SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on the Fixed-Share Stock Purchase Date of the
Fixed-Share Purchase Contracts underlying the number of SPACES evidenced by this
SPACES Certificate (after taking into account all SPACES then held by such
Holder) 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:
                     ----------------------


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

If shares are to be registered in the REGISTERED HOLDER name of and delivered to
a Person 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

                                      A-23

<PAGE>

                            ELECTION TO SETTLE EARLY

     The undersigned Holder of this SPACES Certificate hereby irrevocably
exercises the option to effect Early Settlement in accordance with the terms of
the Purchase Contract Agreement with respect to the [Contracts] [Fixed-Share
Purchase Contracts] [Variable-Share Repurchase Contracts] underlying the number
of SPACES evidenced by this SPACES Certificate specified below. The option to
effect Early Settlement of Fixed-Share Purchase Contracts may be exercised only
with respect to Fixed-Share Purchase Contracts underlying SPACES 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 (after taking into account all Securities
then held by such Holder) be registered in the name of, and delivered, together
with a check in payment for any fractional share and any SPACES Certificate
representing any SPACES evidenced hereby as to which Early Settlement of the
related Contracts is not effected, and any Separate PACES Certificate or
Separate COVERS Certificate representing any Separate PACES or Separate COVERS
resulting from such Early Settlement, be registered in the name of, and
delivered, to the undersigned at the address indicated below unless a different
name and address have been indicated below. Treasury strips underlying Pledged
Ownership Interests in the Treasury Strips and the Ownership Interests in the
Treasury Portfolio 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:
                     ----------------------

Number of SPACES evidenced hereby as to which Early Settlement of the related
[Contracts] [Fixed-Share Purchase Contracts] [Variable-Share Repurchase
Contracts] is being elected:

If shares of Common Stock or Certificates are to be registered in the name of
and delivered to, and treasury strips relating to Pledged Ownership Interests in
the Treasury Strips and the Ownership Interests in the Treasury Portfolio 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-24

<PAGE>

Transfer instructions for treasury strips relating to Pledged Ownership
Interests in the Treasury Strips and the Ownership Interests in the Treasury
Portfolio transferable upon Early Settlement or a Termination Event:

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

                                      A-25

<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>

<S>                     <C>                   <C>                  <C>                   <C>
-----------------------------------------------------------------------------------------------------------
         DATE            AMOUNT OF DECREASE   AMOUNT OF INCREASE     STATED AMOUNT OF       SIGNATURE OF
                        IN STATED AMOUNT OF    IN STATED AMOUNT         THE GLOBAL       AUTHORIZED OFFICER
                             THE GLOBAL          OF THE GLOBAL         CERTIFICATE            OF AGENT
                            CERTIFICATE           CERTIFICATE         FOLLOWING SUCH
                                                                   DECREASE OR INCREASE
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------

</TABLE>

                                      A-26

<PAGE>

                                                                       EXHIBIT B

                       FORM OF SEPARATE PACES CERTIFICATE

                       (Form of Global Certificate Legend)

         [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
Company or its agent 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 Depository Trust Company,
and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

                            STATE STREET CORPORATION

               (Form of Face of 2.75% Separate PACES Certificate)
                              2.75% Separate PACES
                              ($200 Stated Amount)

No.____
CUSIP No. 857477 30 1
Number of Separate PACES: 0 to 1,725,000

         This Separate PACES Certificate certifies that ________ is the
registered Holder of the number of Separate PACES set forth above. Each Separate
PACES represents the ownership by the Holder thereof of (i) the Ownership
Interest in the Treasury Strip, subject to the Pledge thereof, (ii) the
Ownership Interest in the Treasury Portfolio and (iii) the rights and
obligations of the Holder thereof and State Street Corporation, a Massachusetts
corporation (the "Company"), under one Fixed-Share Purchase Contract. All
capitalized terms used herein which are defined in the Purchase Contract
Agreement have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Ownership Interest in the
Treasury Strip forming a part of such Separate PACES has been pledged to the
Collateral Agent and a security interest has been granted to the Collateral
Agent in the right, title and interest of such Holder in such Ownership Interest
in the Treasury Strip, for the benefit of the Company, to secure the obligation
of the Holder under the Fixed-Share Purchase Contract to purchase the Common
Stock of the Company. Prior to the purchase of shares of Common Stock under each
Fixed-Share Purchase Contract, such Contracts shall not entitle the Holders of
Separate PACES Certificates to any of the rights of a holder of shares of Common
Stock, including, without limitation, the right to vote

                                      B-1

<PAGE>

or receive any dividends or other payments or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or for the election of
directors of the Company or for any other matter, or any other rights whatsoever
as stockholders of the Company.

         The Pledge Agreement provides that all payments in respect of the
Ownership Interest in the Treasury Strip received by the Collateral Agent shall
be paid by the Collateral Agent by wire transfer in same day funds (i) in the
case of any payments in respect of the Ownership Interest in the Treasury Strip
with respect to any such Ownership Interest that has been released from the
Pledge pursuant to Section 4.3 of the Pledge Agreement, to the Agent to the
account designated by the Agent, no later than 11:00 a.m., New York City time,
on the Business Day such payment is received by the Collateral Agent (provided
that in the event such payment is received by the Collateral Agent on a day that
is not a Business Day or after 9:00 a.m., New York City time, on a Business Day,
then such payment shall be made no later than 9:30 a.m., New York City time, on
the next succeeding Business Day) and (ii) in the case of payments in respect of
any Ownership Interest in the Treasury Strip to be paid upon settlement of such
Holder's obligations to purchase Common Stock under the Fixed-Share Purchase
Contract, to the Company on the Fixed-Share Stock Purchase Date in accordance
with the terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Separate PACES of which such Ownership
Interest in the Treasury Strip is a part under the Fixed-Share Purchase
Contracts forming a part of such Separate PACES.

         Each Fixed-Share Purchase Contract shall, unless an Early Settlement
has occurred or Merger Early Settlement has occurred in accordance with the
Purchase Contract Agreement, obligate the Holder of the Separate PACES to
purchase, and the Company to sell, on the Fixed-Share Stock Purchase Date at a
price equal to $200 (the "Purchase Price"), 5.0505 newly issued shares of Common
Stock (the "Fixed-Share Settlement Rate"), subject to adjustment under Section
5.6 of the Purchase Contract Agreement, unless, on or prior to the Fixed-Share
Stock Purchase Date, there shall have occurred a Termination Event with respect
to the Separate PACES of which such Fixed-Share Purchase Contract is a part. As
provided in the Purchase Contract Agreement, no fractional shares of Common
Stock will be issued upon settlement of Fixed-Share Purchase Contracts.

         The Company shall pay in arrears on each February 15, May 15, August 15
and November 15 of each year, commencing on May 15, 2003 (a "Payment Date") in
respect of each Fixed-Share Purchase Contract forming part of a Separate PACES
evidenced hereby an amount equal to 0.75% per year of the Stated Amount,
computed on the basis of a 360-day year of twelve 30-day months, subject to
deferral at the option of the Company as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof (provided that if any
date on which Contract Payments are to be made on the Contracts is not a
Business Day, then payment of such Contract Payments payable on that date will
be made on the next succeeding day which is a Business Day, and no interest or
payment will be paid in respect of such delay, except that if such next
succeeding Business Day is in the next succeeding calendar year, then such
payment will be made on the immediately preceding Business Day). Such Contract
Payments shall be payable to the Person in whose name this Separate PACES
Certificate (or a Predecessor Separate PACES Certificate) is registered at the
close of business on the Record Date for such Payment Date.

                                      B-2

<PAGE>

         Contract Payments will be payable at the office of the Agent in The
City of New York, New York or, at the option of the Company, by check mailed to
the address of the Person entitled thereto as such address appears on the
Separate PACES Register or by wire transfer to an account appropriately
designated by a prior written notice by such Person.

         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.

                                      B-3

<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Separate PACES 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.

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

                             STATE STREET CORPORATION

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

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

                             By: BANK ONE TRUST COMPANY, N.A., not individually
                             but solely as Attorney-in-Fact of such Holder

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

                                      B-4

<PAGE>

                      AGENT'S CERTIFICATE OF AUTHENTICATION

         This is one of the Separate PACES Certificates referred to in the
within-mentioned Purchase Contract Agreement.

Dated:
                             BANK ONE TRUST COMPANY, N.A., as
                             Purchase Contract Agent

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

                                      B-5

<PAGE>

                 (FORM OF REVERSE OF SEPARATE PACES CERTIFICATE)

         Each Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of January 21, 2003 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "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 Agent, the Company, and the Holders and of the terms upon
which the Separate PACES Certificates are, and are to be, executed and
delivered.

         Each Fixed-Share Purchase Contract shall, unless an Early Settlement
has occurred, or a Merger Early Settlement has occurred obligate the Holder of
the related Separate PACES to purchase, and the Company to sell, on the
Fixed-Share Stock Purchase Date at a price equal to $200 (the "Purchase Price"),
5.0505 newly issued shares of Common Stock (the "Fixed-Share Settlement Rate"),
subject to adjustment under Section 5.6 of the Purchase Contract Agreement,
unless, on or prior to the Fixed-Share Stock Purchase Date, there shall have
occurred a Termination Event with respect to the Separate PACES of which such
Fixed-Share Purchase Contract is a part and no fractional shares of Common Stock
will be issued upon settlement of Fixed-Share Purchase Contracts, all as
provided in the Purchase Contract Agreement.

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, Fixed-Share Purchase Contracts underlying Separate PACES
having an aggregate Stated Amount equal to $1,000 or an integral multiple
thereof, may, at the option of the Holder thereof, be settled early ("Early
Settlement") on or prior to 10:00 a.m., New York City time, on the third
Business Day immediately preceding the Fixed-Share Stock Purchase Date. Upon
Early Settlement of Fixed-Share Purchase Contracts, in exchange for the Purchase
Price, the Holder thereof shall be entitled to receive a number of shares equal
to the Fixed-Share Early Settlement Rate.

         In the event of a merger or consolidation of the Company of the type
described in the Purchase Contract Agreement in which the Common Stock
outstanding immediately prior to such merger or consolidation is exchanged for
consideration consisting of at least 30% cash or cash equivalents (any such
event a "Cash Merger"), then the Company (or the successor to the Company
hereunder) shall be required to offer the Holder of each Security the right to
settle the Contract or Contracts underlying such Security prior to the
Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as
applicable ("Merger Early Settlement"), as provided in the Purchase Contract
Agreement. Holders exercising their right of Merger Early Settlement with
respect to Fixed-Share Purchase Contracts may exercise such right only with
respect to Fixed-Share Purchase Contracts underlying Separate PACES having an
aggregate Stated Amount equal to $1,000 or an integral multiple thereof. On or
before the fifth Business Day after the consummation of a Cash Merger, the
Company or, at the request and expense of the Company, the Agent, shall give all
Holders notice of the occurrence of the Cash Merger and of the right of Merger
Early Settlement arising as a result thereof. The Company shall also deliver a
copy of such notice to the Agent and the Collateral Agent. Each notice shall
contain, (i) the date, which shall be not less than 20 nor more than 30 calendar
days after the date of such notice, on which the Merger Early Settlement will be
effected (the "Merger Early Settlement Date"), (ii) the date, which shall be on
or one Business Day prior to the Merger Early Settlement Date, by

                                      B-6

<PAGE>

which the Merger Early Settlement right must be exercised, (iii) the Settlement
Rates in effect as a result of such Cash Merger and the kind and amount of cash,
securities and other property receivable or deliverable by the Holder upon
settlement of each Contract pursuant to the Purchase Contract Agreement, (iv) a
statement to the effect that all or a portion of the Purchase Price payable by
the Holder to settle the Fixed-Share Purchase Contract will be offset against
the amount of cash so receivable upon exercise of Merger Early Settlement, as
applicable and (v) the instructions a Holder must follow to exercise the Merger
Early Settlement right.

         Upon the maturity of the Treasury Strips underlying Separate PACES, on
the Fixed-Share Stock Purchase Date, the Collateral Agent shall remit to the
Company an amount equal to the aggregate Purchase Price applicable to such
Separate PACES, as payment for the Common Stock issuable upon settlement thereof
without receiving any instructions from the Holders of such Separate PACES.

         The obligations of each Holder of Separate PACES to pay the Purchase
Price are non-recourse obligations and, except to the extent paid upon Early
Settlement or Merger Early Settlement, are payable solely out of the proceeds of
any Collateral pledged to secure the obligations of the Holders under the
related Fixed-Share Purchase Contracts and in no event will Holders be liable
for any deficiency between such proceeds and the Purchase Price.

         The Company shall not be obligated to issue any shares of Common Stock
in respect of a Fixed-Share Purchase Contract or deliver any certificates
therefor to the Holder of the related Separate PACES unless the Company shall
have received payment in full of the aggregate Purchase Price for the shares of
Common Stock to be purchased thereunder in the manner herein set forth.

         The Separate PACES Certificates are issuable only in registered form
and only in denominations of a single Separate PACES and any integral multiple
thereof. Each Separate PACES Certificate shall evidence the number of Separate
PACES specified therein, with each such Separate PACES representing the
ownership by the Holder thereof of (i) the Ownership Interest in the Treasury
Strip, subject to the Pledge thereof, (ii) the Ownership Interest in the
Treasury Portfolio and (iii) the rights and obligations of the Holder thereof
and the Company under one Fixed-Share Purchase Contract. The Agent, as
attorney-in-fact for, and on behalf of the Holder of each Separate PACES shall
Pledge, pursuant to the Pledge Agreement, the Ownership Interest in the Treasury
Strip forming a part of such Separate PACES to the Collateral Agent and grant to
the Collateral Agent a security interest in the right, title and interest of
such Holder in such Ownership Interest in the Treasury Strip, for the benefit of
the Company, to secure the obligation of the Holder under the Fixed-Share
Purchase Contract to purchase the Common Stock of the Company. Prior to the
purchase of shares of Common Stock under each Fixed-Share Purchase Contract,
such Contracts shall not entitle the Holders of Separate PACES Certificates 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 stockholders in respect of the meetings of
stockholders or for the election of directors of the Company or for any other
matter, or any other rights whatsoever as stockholders of the Company. The
transfer of any Separate PACES Certificate will be registered and Separate PACES
Certificates may be exchanged as provided in the Purchase Contract Agreement.
The Separate PACES Registrar may require a Holder, among other things, to
furnish appropriate

                                      B-7

<PAGE>

endorsements and transfer documents permitted by the Purchase Contract
Agreement. No service charge shall be made for any such registration of transfer
or exchange of a Separate PACES Certificate, but the Company and the 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 not involving any
transfer as provided for in the Purchase Contract Agreement.

         A Holder of Separate PACES and Separate COVERS may re-create SPACES, at
any time from and after the date of the Purchase Contract Agreement and on or
prior to the third Business Day immediately preceding the Fixed-Share Stock
Purchase Date, by (i) pledging to the Collateral Agent the Fixed-Share Rights
relating to such number of Separate PACES as is equal to such Separate COVERS
and (ii) transferring such Separate PACES and Separate COVERS to the Agent
accompanied by a notice to the Agent, substantially in the form of Exhibit E
attached to the Purchase Contract Agreement, stating that the Holder has pledged
the relevant amount of Fixed-Share Right to the Collateral Agent and requesting
that the Agent instruct the Collateral Agent to release the Pledged Common Stock
underlying such Separate COVERS, whereupon the Agent shall promptly give such
instruction to the Collateral Agent, substantially in the form of Exhibit D
attached to the Purchase Contract Agreement. Upon receipt of the Pledge of the
Fixed-Share Rights described in clause (i) above and the instruction described
in clause (ii) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will release to the Agent, on behalf of the Holder, such
Pledged Common Stock, free and clear of the Company's security interest therein,
and upon receipt thereof the Agent shall promptly: (a) cancel the related
Separate PACES and Separate COVERS; (b) transfer the Pledged Common Stock to the
Holder; and (c) authenticate, execute on behalf of such Holder and deliver a
SPACES Certificate executed by the Company in accordance with Section 3.3 of the
Purchase Contract Agreement evidencing the same number of Contracts as were
evidenced by the canceled Separate PACES and Separate COVERS.

         Except as provided in Section 3.14 of the Purchase Contract Agreement,
Separate PACES and Separate COVERS shall not be available for re-creating
SPACES, and the rights and obligations of the Holder of such Separate PACES and
Separate COVERS may be acquired, and may be transferred and exchanged, only as a
Separate PACES or Separate COVERS, including the Collateral related thereto.

         Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Payments, if any, payable in respect of each
Fixed-Share Purchase Contract to the Person in whose name a Certificate (or one
or more Predecessor Certificates) is registered on the Register at the close of
business on the Record Date next preceding such Payment Date in such coin or
currency of the United States as at the time of payment shall be legal tender
for payments. The Contract Payments, if any, will be payable at the Corporate
Trust Office or, at the option of the Company, by check mailed to the address of
the Person entitled thereto at such Person's address as it appears on the
Register or by wire transfer to an account appropriately designated by a prior
written notice by such Person. A Holder shall be entitled to continue receiving
Contract Payments after Merger Early Settlement of a Fixed-Share Purchase
Contract.

         The Company shall have the right or, at the direction of the Federal
Reserve Board, shall be obligated, at any time prior to the Fixed-Share Stock
Purchase Date or the Variable-Share

                                      B-8

<PAGE>

Stock Purchase Date, as applicable, to defer the payment of any or all of the
Contract Payments otherwise payable on any Payment Date, but only if the Company
shall give the Holders and the Agent written notice of its intention to defer
each such Contract 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 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.

         Any Contract Payments so deferred shall, to the extent permitted by
law, accrue additional Contract Payments thereon at the rate of 6.75% per year
(computed on the basis of a 360-day year of twelve 30-day months), compounding
on each succeeding Payment Date, until paid in full (such deferred installments
of Contract Payments, if any, together with the additional Contract Payments, if
any, accrued thereon, are referred to herein as the "Deferred Contract
Payments"). Deferred Contract Payments, if any, shall be due on the next
succeeding Payment Date except to the extent that payment is deferred pursuant
to Section 5.3 of the Purchase Contract Agreement. No Contract Payments may be
deferred to a date that is after the Fixed-Share Stock Purchase Date, in the
case of Contract Payments payable on the Fixed-Share Purchase Contract and no
such deferral period may end other than on a Payment Date. If the Contracts are
terminated upon the occurrence of a Termination Event, the Holder's right to
receive Contract Payments, if any, and Deferred Contract Payments will
terminate.

         In the event that the Company defers the payment of Contract Payments
until a Payment Date prior to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, then all Deferred Contract
Payments, if any, shall be payable to the registered Holders as of the close of
business on the Record Date immediately preceding such Payment Date.

         The Company's obligations with respect to Contract Payments (including
any accrued or Deferred Contract Payments) shall be subordinate and junior in
right, to the extent and in the manner set forth in the Purchase Contract
Agreement, to all Senior Indebtedness.

         In the event that the Company defers the payment of Contract Payments
until the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase
Date, as applicable, each Holder will receive on the Fixed-Share Stock Purchase
Date or the Variable-Share Stock Purchase Date, as applicable, an amount equal
to the Deferred Contract Payments, payable, at the Company's election, in (i)
shares of Common Stock or (ii) Notes. If the Company elects to pay the Deferred
Contract Payments in shares of Common Stock, each Holder will receive a number
of shares (in addition to a number of shares of Common Stock equal to the
Fixed-Share Settlement Rate, if applicable) equal to (A) the aggregate amount of
Deferred Contract Payments payable to such Holder divided by (B) the greater of
(x) the Applicable Market Value on the Fixed-Share Stock Purchase Date and (y)
$13.20 (as adjusted in a manner consistent with Section 5.6 of the Purchase
Contract Agreement). If the Company elected to issue Notes in payment of the
Deferred Contract Payments, such Notes shall have a principal amount equal to
the Deferred Contract Payments.

                                      B-9

<PAGE>

         In the event the Company defers the payment of Contract Payments, then
until the Deferred Contract Payments have been paid, the Company shall not
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's Capital
Stock other than: (i) repurchases, redemptions or other acquisitions of shares
of the Company's Capital Stock in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of the Company's Capital Stock, or securities convertible into or
exercisable for such Capital Stock, as consideration in an acquisition
transaction entered into prior to the deferral of Contract Payments; (ii) as a
result of an exchange or conversion of any class or series of the Company's
Capital Stock for any Capital Stock of the Company's subsidiaries, or for any
class or series of the Company's Capital Stock, or of any class or series of the
Company's indebtedness for any class or series of the Company's Capital Stock;
(iii) the purchase of fractional interests of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged; (iv) any declaration of a dividend in
connection with any rights plan, or the issuance of rights, stock or other
property under any rights plan, or the redemption or repurchase of rights
pursuant thereto; or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks equally with or junior to such stock.

         The Contracts and all obligations and rights of the Company and the
Holders thereunder, including, without limitation, the rights of Holders to
receive accumulated Contract Payments, if any, or any Deferred Contract Payments
and obligations of the Holders to purchase or sell Common Stock, will
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Agent or the Company, if, on or prior to the
Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as
applicable, a Termination Event shall have occurred. Upon and after the
occurrence of a Termination Event, the Separate PACES shall thereafter represent
the right to receive the Ownership Interests in the Treasury Strips and the
Ownership Interests in the Treasury Portfolio forming a part of such Separate
PACES. 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 Agent, the Collateral Agent and to the Holders, at their addresses as they
appear in the Register.

         Upon registration of transfer of this Separate PACES 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 Agent pursuant to the
Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement, the Contracts evidenced hereby and the Pledge Agreement and the
transferor shall be released from the obligations under the Purchase Contract
Agreement, the Contracts evidenced by this Separate PACES Certificate and the
Pledge Agreement. 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.

         Each Holder of a Security, by its acceptance hereof, irrevocably
authorizes the Agent to enter into and perform the related Contract or Contracts
on its behalf as its attorney-in-fact (including the execution of Certificates
on behalf of such Holder), agrees to be bound by the

                                      B-10

<PAGE>

terms and provisions thereof, covenants and agrees to perform its obligations
under such Contract or Contracts, consents to the provisions of the Purchase
Contract Agreement, irrevocably authorizes the Agent as its attorney-in-fact to
enter into and perform the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to and agrees to be bound by the Pledge of the
Ownership Interest in the Treasury Strip or Fixed-Share Right, as the case may
be, pursuant to the Pledge Agreement; provided that upon a Termination Event,
the rights of the Holder of such Security under the Contract or Contracts may be
enforced without regard to any other rights or obligations. Each Holder of a
Security, by its acceptance hereof, further covenants and agrees, that, to the
extent and in the manner provided in Section 5.4 of the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payment in
respect of the Pledged Ownership Interest in the Treasury Strip to be paid upon
settlement of such Holder's obligations to purchase Common Stock under the
Fixed-Share Purchase Contract, shall be paid on the Fixed-Share Stock Purchase
Date by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Fixed-Share Purchase Contract and such Holder shall
acquire no right, title or interest in such payments.

         Each Holder of a Security, by acceptance hereof, will be deemed
expressly to have withheld any consent to the assumption (i.e., affirmance)
under Section 365 of the Bankruptcy Code or otherwise, of the applicable
Contracts by the Company, its trustee in bankruptcy, any receiver, liquidator or
person or entity performing similar functions in the event that the Company
becomes a debtor under the Bankruptcy Code or subject to other similar state or
federal law providing for reorganization or liquidation.

         The Company and each Holder covenant and agree, for United States
federal, state and local income and franchise tax purposes to treat a Holder's
acquisition and ownership of Separate PACES as the acquisition and ownership of
the Ownership Interest in the Treasury Strip, the Ownership Interest in the
Treasury Portfolio and the Fixed-Share Purchase Contract underlying the Separate
PACES.

         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
Contracts.

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

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

                                      B-11

<PAGE>

         Prior to the purchase of shares of Common Stock under each Fixed-Share
Purchase Contract, such Fixed-Share Purchase Contracts shall not 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 Agent.

                                      B-12

<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--     as Custodian for (Minor) under Uniform Gifts to
                        Minors Act (State)

TEN ENT--               as tenants by the entireties

T 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.

                                   ASSIGNMENT

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
Assign

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

--------------------------------------------------------------------------------
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Seperate PACES Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

--------------------------------------------------------------------------------
attorney to transfer said Seperate PACES Certificates on the books of State
Street Corporation 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 Seperate PACES
                                    Certificates in every particular, without
                                    alteration or enlargement or any change
                                    whatsoever.

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

                                      B-13

<PAGE>

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      B-14

<PAGE>

                             SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on the Fixed-Share Stock Purchase Date of the
Fixed-Share Purchase Contracts underlying the number of Seperate PACES evidenced
by this Seperate PACES Certificate (after taking into account all Securities
then held by such Holder) 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:
                    -------------------------

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

If shares are to be registered in the name of and delivered to a Person 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-15

<PAGE>

                            ELECTION TO SETTLE EARLY

     The undersigned Holder of this Separate PACES Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Fixed-Share
Purchase Contracts underlying the number of Separate PACES evidenced by this
Separate PACES Certificate specified below. The option to effect Early
Settlement may be exercised only with respect to Fixed-Share Purchase Contracts
underlying Separate PACES 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 (after taking into
account all Securities then held by such Holder) be registered in the name of,
and delivered, together with a check in payment for any fractional share and any
Separate PACES Certificate representing any Separate PACES evidenced hereby as
to which Early Settlement of the related Fixed-Share Purchase Contracts is not
effected, to the undersigned at the address indicated below unless a different
name and address have been indicated below. Treasury strips underlying Pledged
Ownership Interests in the Treasury Strips and the Ownership Interests in the
Treasury Portfolio 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:
                     ----------------------

Number of Separate PACES evidenced hereby as to which Early Settlement of the
related Fixed-Share Purchase Contracts is being elected:

If shares of Common Stock or Separate PACES Certificates are to be registered in
the name of and delivered to, and Treasury Strips relating to Pledged Ownership
Interests in the treasury strips and the Ownership Interests in the Treasury
Portfolio 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-16

<PAGE>

Transfer instructions for treasury strips relating to Pledged Ownership
Interests in the Treasury Strips and the Ownership Interests in the Treasury
Portfolio transferable upon Early Settlement or a Termination Event:

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

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

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

                                      B-17

<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>

<S>                     <C>                   <C>                  <C>                   <C>
-------------------------------------------------------------------------------------------------------------
         DATE            AMOUNT OF DECREASE   AMOUNT OF INCREASE     STATED AMOUNT OF       SIGNATURE OF
                        IN STATED AMOUNT OF    IN STATED AMOUNT         THE GLOBAL       AUTHORIZED OFFICER
                             THE GLOBAL          OF THE GLOBAL         CERTIFICATE            OF AGENT
                            CERTIFICATE           CERTIFICATE         FOLLOWING SUCH
                                                                   DECREASE OR INCREASE
-------------------------------------------------------------------------------------------------------------

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

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

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

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

-------------------------------------------------------------------------------------------------------------
</TABLE>

                                      B-18

<PAGE>


                                                                       EXHIBIT C

                       FORM OF SEPARATE COVERS CERTIFICATE

                       (Form of Global Certificate Legend)

         [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
Company or its agent 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 Depository Trust Company,
and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

                            STATE STREET CORPORATION

               (Form of Face of 4.00% Separate COVERS Certificate)

                             4.00% Separate COVERS

                   ($39.60 Purchase Price Per Separate COVERS)

No.____
CUSIP No. 857477 40 0
Number of Separate COVERS: 0 to 1,725,000

         This Separate COVERS Certificate certifies that ________ is the
registered Holder of the number of Separate COVERS set forth above. Each
Separate COVERS represents the ownership by the Holder thereof of the rights and
obligations of the Holder thereof and State Street Corporation, a Massachusetts
corporation (the "Company") under one Variable-Share Repurchase Contract and the
pledge of Common Stock by the Holder to secure such Holder's obligation under
the Variable-Share Repurchase Contract, as further described below.

         Pursuant to the Pledge Agreement, Common Stock equal to the Maximum
Variable-Share Settlement Rate (rounded up to the nearest whole share), subject
to adjustment in the same manner and at the same time as the Settlement Rates
under Section 5.6 of the Purchase Contract Agreement, per Variable-Share
Repurchase Contract has been pledged to the Collateral Agent and a security
interest has been granted to the Collateral Agent in the right, title and
interest of such Holder in such Common Stock, for the benefit of the Company, to
secure the obligation of such Holder under the Variable-Share Repurchase
Contract to sell the Common Stock to the Company. Subject to Section 4.2 of the
Purchase Contract Agreement, the Holder of each Separate COVERS shall be
entitled, with respect to the Pledged Common Stock, to all of the

                                       C-1

<PAGE>

rights of a holder of shares of Common Stock. All capitalized terms used herein
which are defined in the Purchase Contract Agreement have the meaning set forth
therein.

         Each Variable-Share Repurchase Contract shall, unless an Early
Settlement has occurred or a Merger Early Settlement has occurred, obligate the
Holder of the related Security to sell, and the Company to purchase, on the
Variable-Share Stock Purchase Date, a number of shares of Common Stock equal to
the Variable-Share Settlement Rate (as defined below) (the Fixed-Share
Settlement Rate, the Variable-Share Settlement Rate or the Fixed Variable-Share
Settlement Rate (as defined below) referred to as the "Settlement Rate") unless,
on or prior to the Variable-Share Stock Purchase Date, there shall have occurred
a Termination Event with respect to the Security of which such Variable-Share
Repurchase Contract is a part. The "Variable-Share Settlement Rate" is equal to:

     (i)  if the Applicable Market Value (as defined below) is equal to or
          greater than $48.7080 (the "Threshold Appreciation Price"), 0.9444
          shares of Common Stock per Variable-Share Repurchase Contract,

     (ii) if the Applicable Market Value is less than the Threshold Appreciation
          Price, but is greater than $39.6000, the number of shares of Common
          Stock per Variable-Share Repurchase Contract equal to (x) $200 divided
          by $39.6000 minus (y) $200 divided by the Applicable Market Value, and

     (iii)if the Applicable Market Value is less than or equal to $39.6000,
          zero shares of Common Stock per Variable-Share Repurchase 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). As provided in the Purchase Contract Agreement, no fractional
shares of Common Stock will be sold upon settlement of Variable-Share Repurchase
Contracts.

         The Company shall pay in arrears on each February 15, May 15, August 15
and November 15 of each year, commencing May 15, 2003 (a "Payment Date") in
respect of each Separate COVERS evidenced hereby an amount equal to 4.00% per
year of the Stated Amount of SPACES, computed on the basis of a 360-day year of
twelve 30-day months, subject to deferral at the option of the Company as
provided in the Purchase Contract Agreement and more fully described on the
reverse hereof (provided that if any date on which Contract Payments are to be
made on the Contracts is not a Business Day, then payment of such Contract
Payments payable on that date will be made on the next succeeding day which is a
Business Day, and no interest or payment will be paid in respect of such delay,
except that if such next succeeding Business Day is in the next succeeding
calendar year, then such payment will be made on the immediately preceding
Business Day). Such Contract Payments shall be payable to the Person in whose
name this Separate COVERS Certificate (or a Predecessor Separate COVERS
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

         Contract Payments will be payable at the office of the Agent in The
City of New York, New York or, at the option of the Company, by check mailed to
the address of the Person

                                       C-2

<PAGE>

entitled thereto as such address appears on the Separate COVERS Register or by
wire transfer to an account appropriately designated by a prior written notice
by such Person.

         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.

                                       C-3

<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Separate COVERS 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.

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

                                      STATE STREET CORPORATION

                                       By:

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

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

                                      By: BANK ONE TRUST COMPANY,
                                      N.A., not individually but solely as
                                      Attorney-in-Fact of such Holder

                                       By:

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



                                       C-4

<PAGE>



                      AGENT'S CERTIFICATE OF AUTHENTICATION

         This is one of the Separate COVERS Certificates referred to in the
within-mentioned Purchase Contract Agreement.

Dated:
                                             BANK ONE TRUST COMPANY, N.A., as
                                             Purchase Contract Agent

                                             By:________________________________

                                                     Authorized Signatory

                                       C-5

<PAGE>

                (FORM OF REVERSE OF SEPARATE COVERS CERTIFICATE)

         Each Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of January 21, 2003 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "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 Agent, the Company and the Holders and of the terms upon which
the Separate COVERS Certificates are, and are to be, executed and delivered.

         Each Variable-Share Repurchase Contract shall, unless an Early
Settlement has occurred or a Merger Early Settlement has occurred, obligate the
Holder of the related Security to sell, and the Company to purchase, on the
Variable-Share Stock Purchase Date, a number of shares of Common Stock equal to
the Variable-Share Settlement Rate (the Fixed-Share Settlement Rate, the
Variable-Share Settlement Rate or the Fixed Variable-Share Settlement Rate
referred to as the "Settlement Rate") unless, on or prior to the Variable-Share
Stock Purchase Date, there shall have occurred a Termination Event with respect
to the Security of which such Variable-Share Repurchase Contract is a part. The
"Variable-Share Settlement Rate" is equal to

          (i)  if the Applicable Market Value is equal to or greater than
               $48.7080 (the "Threshold Appreciation Price"), 0.9444 shares of
               Common Stock per Variable-Share Repurchase Contract,

          (ii) if the Applicable Market Value is less than the Threshold
               Appreciation Price, but is greater than $39.6000, the number of
               shares of Common Stock per Variable-Share Repurchase Contract
               equal to (x) $200 divided by $39.6000 minus (y) $200 divided by
               the Applicable Market Value, and

          (iii)if the Applicable Market Value is less than or equal to
               $39.6000, zero shares of Common Stock per Variable-Share
               Repurchase 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 sold upon settlement
of Variable-Share Repurchase Contracts.

         At any time prior to December 31, 2005, the Company may elect to fix
the Variable-Share Settlement Rate in accordance with the formula (the "Fixing
Formula") set forth on Exhibit F attached to the Purchase Contract Agreement
(the new Settlement Rate referred to as the "Fixed Variable-Share Settlement
Rate"). If the Company elects to fix the Variable-Share Settlement Rate, the
Company must prepare and transmit to the Agent a Company Certificate setting
forth its intention to fix the Variable-Share Settlement Rate. Prior to 10:00
a.m., New York City time, on the Business Day following the expiration of the 20
consecutive Trading Day period commencing the third Trading Day following the
date of such Company Certificate, the Company will be required, in accordance
with Section 5.7 of the Purchase Contract Agreement,

                                       C-6

<PAGE>

to prepare and transmit to the Agent an additional Company Certificate setting
forth its calculation of the Fixed Variable-Share Settlement Rate in accordance
with the Fixing Formula and the effective date of the Fixed Variable-Share
Settlement Rate. In no event will the Fixed Variable-Share Settlement Rate be
greater than the Maximum Variable-Share Settlement Rate, subject to adjustment
as provided in Section 5.6. The Fixed Variable-Share Settlement Rate will become
effective at the open of business two Business Days after the close of the 20
consecutive Trading Day period.

         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 Variable-Share Stock Purchase
Date or, in the event of a Cash Merger contemplated by Section 5.10 of the
Purchase Contract Agreement, the Cash Merger Date.

         The "Closing Price" of the Common Stock on any date of determination
means the closing sale price per share (or, if no closing sale price is
reported, the last reported sale price) of the Common Stock on the New York
Stock Exchange (the "NYSE") on such date or, if the Common Stock is not listed
for trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is so listed, or if the Common Stock is not so listed on a United
States securities exchange, as reported by The Nasdaq Stock Market, or 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 if such bid price is not available, the market value of
the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained by the Company for this purpose.

         A "Trading Day" means a day on which the Common Stock (A) 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 (B) 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 at the close of business on such day.

         Subject to and upon compliance with the provisions of Section 5.9 of
the Purchase Contract Agreement, Variable-Share Repurchase Contracts, may, at
the option of the Holder thereof, be settled early ("Early Settlement") on or
prior to 10:00 a.m., New York City time, on the third Business Day immediately
preceding the Variable-Share Stock Purchase Date. Upon Early Settlement of
Variable-Share Repurchase Contracts, the Holder thereof shall be required to
deliver a number of shares equal to the Maximum Variable-Share Settlement Rate
or, if the Company has fixed the Variable-Share Settlement Rate prior to such
Early Settlement, a number of shares equal to the Fixed Variable-Share
Settlement Rate.

         In the event of a merger or consolidation of the Company of the type
described in clause (1) of Section 5.6(b) of the Purchase Contract Agreement in
which the Common Stock outstanding immediately prior to such merger or
consolidation is exchanged for consideration consisting of at least 30% cash or
cash equivalents (any such event a "Cash Merger"), then the Company (or the
successor to the Company hereunder) shall be required to offer the Holder of
each Separate COVERS the right to settle the Variable-Share Repurchase Contract
underlying such Separate COVERS prior to the Variable-Share Stock Purchase Date,
("Merger Early Settlement"), as provided in the Purchase Contract Agreement. On
or before the fifth Business Day after the consummation of a Cash Merger, the
Company or, at the request and expense of the Company, the Agent, shall give all
Holders notice of the occurrence of the Cash Merger and of the right of Merger
Early Settlement arising as a result thereof. The Company shall also

                                       C-7

<PAGE>

deliver a copy of such notice to the Agent and the Collateral Agent. Each notice
shall contain, (i) the date, which shall be not less than 20 nor more than 30
calendar days after the date of such notice, on which the Merger Early
Settlement will be effected (the "Merger Early Settlement Date"), (ii) the date,
which shall be on or one Business Day prior to the Merger Early Settlement Date,
by which the Merger Early Settlement right must be exercised, (iii) the
Settlement Rates in effect as a result of such Cash Merger and the kind and
amount of cash, securities and other property receivable or deliverable by the
Holder upon settlement of each Variable-Share Repurchase Contract pursuant to
Section 5.6(b) of the Purchase Contract Agreement, (iv) a statement to the
effect that all or a portion of the kind and amount of cash, securities and
other property deliverable by the Holder to settle the Variable-Share Repurchase
Contract forming a part of a Separate COVERS will be offset against the
Collateral held by the Collateral Agent to secure such Variable-Share Repurchase
Contract, as applicable, and (v) the instructions a Holder must follow to
exercise the Merger Early Settlement right.

         On the Variable-Share Stock Purchase Date, out of the Collateral
securing Variable-Share Repurchase Contracts forming a part of Separate COVERS,
the Collateral Agent shall remit to the Company an amount of shares of Common
Stock equal to the Settlement Rate applicable to such Variable-Share Repurchase
Contracts plus a cash payment in lieu of any fraction of a share, in
satisfaction of the Holders' obligations to sell Common Stock pursuant to such
Variable-Share Repurchase Contracts, without receiving any instructions from the
Holders of such Separate COVERS. Any shares of Common Stock held as Collateral
that are in excess of the amount necessary to satisfy a Holder's obligations
under such Variable-Share Repurchase Contracts will be deposited by the
Collateral Agent with the Agent, for the benefit of such Holder. The Collateral
Agent shall be entitled to dispose of any Collateral in order to make a payment
to the Company in lieu of any a fraction of a share.

         Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Pledged
Common Stock, 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
Common Stock are entitled to vote or upon any solicitation of consents or
proxies of holders of Common Stock, the Agent shall, as soon as practicable
thereafter, mail, first class, postage pre-paid, to the Holders of Separate
COVERS 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
Agent therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Common Stock entitled to vote) shall
be entitled to instruct the Agent as to the exercise of the voting rights
pertaining to such Common Stock underlying their Separate COVERS; and (iii)
stating the manner in which such instructions may be given. Upon the written
request of the Holders of Separate COVERS on such record date received by the
Agent at least six days prior to such meeting, the 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 shares of Pledged Common Stock
as to which any particular voting instructions are received. In the absence of
specific instructions from the Holder of a Separate COVERS, the Agent shall
abstain from voting the Pledged Common Stock

                                       C-8

<PAGE>

underlying such Separate COVERS. The Company hereby agrees, if applicable, to
solicit Holders of Separate COVERS to timely instruct the Agent in order to
enable the Agent to vote such Pledged Common Stock.

          The Separate COVERS Certificates are issuable only in registered form
and only in denominations of a single Separate COVERS and any integral multiple
thereof. The transfer of any Separate COVERS Certificate will be registered and
Separate COVERS Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Separate COVERS 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 made
for any such registration of transfer or exchange of a Separate COVERS
Certificate, but the Company and the 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 not involving any transfer as provided
for in the Purchase Contract Agreement. Each Separate COVERS Certificate shall
evidence the number of Separate COVERS specified therein, with each such
Separate COVERS representing the ownership by the Holder thereof of the rights
and obligations of the Holder thereof and the Company under one Variable-Share
Repurchase Contract and the pledge of Common Stock by the Holder to secure such
Holder's obligation under the Variable-Share Repurchase Contract. The Agent, as
attorney-in-fact for, and on behalf of, the Holder of each Separate COVERS shall
pledge, pursuant to the Pledge Agreement, Common Stock equal to the Maximum
Variable-Share Settlement Rate (rounded up to the nearest whole share), subject
to adjustment under Section 5.6 of the Purchase Contract Agreement, per
Variable-Share Repurchase Contract to the Collateral Agent and grant to the
Collateral Agent a security interest in the right, title and interest of such
Holder in such Common Stock, for the benefit of the Company, to secure the
obligation of such Holder under the Variable-Share Repurchase Contract to sell
the Common Stock to the Company. Subject to Section 4.2 of the Purchase Contract
Agreement, the Holder of each Separate COVERS shall be entitled, with respect to
the Pledged Common Stock, to all of the rights of a holder of shares of Common
Stock.

         A Holder of Separate PACES and Separate COVERS may re-create SPACES, at
any time from and after the date of the Purchase Contract Agreement and on or
prior to the third Business Day immediately preceding the Fixed-Share Stock
Purchase Date, by (i) pledging to the Collateral Agent the Fixed-Share Rights
relating to such number of Separate PACES as is equal to such Separate COVERS
and (ii) transferring such Separate PACES and Separate COVERS to the Agent
accompanied by a notice to the Agent, substantially in the form of Exhibit E
attached to the Purchase Contract Agreement, stating that the Holder has pledged
the relevant amount of Fixed-Share Rights to the Collateral Agent and requesting
that the Agent instruct the Collateral Agent to release the Pledged Common Stock
underlying such Separate COVERS, whereupon the Agent shall promptly give such
instruction to the Collateral Agent, substantially in the form of Exhibit D
attached to the Purchase Contract Agreement. Upon receipt of the Pledge of the
Fixed-Share Rights described in clause (i) above and the instruction described
in clause (ii) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will release to the Agent, on behalf of the Holder, such
Pledged Common Stock, free and clear of the Company's security interest therein,
and upon receipt thereof the Agent shall promptly: (a) cancel the related
Separate PACES and Separate COVERS; (b) transfer the Pledged Common Stock to the
Holder; and (c) authenticate, execute on behalf of such Holder and deliver a
SPACES Certificate

                                       C-9

<PAGE>

executed by the Company in accordance with Section 3.3 of the Purchase Contract
Agreement evidencing the same number of Contracts as were evidenced by the
canceled Separate PACES and Separate COVERS.

         Except as provided in Section 3.14 of the Purchase Contract Agreement,
Separate PACES and Separate COVERS shall not be available for re-creating
SPACES, and the rights and obligations of the Holder of such Separate PACES and
Separate COVERS may be acquired, and may be transferred and exchanged, only as a
Separate PACES or Separate COVERS, including the Collateral related thereto.

         Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Payments, if any, payable in respect of each
Variable-Share Repurchase Contract to the Person in whose name a Certificate (or
one or more Predecessor Certificates) is registered on the Register at the close
of business on the Record Date next preceding such Payment Date in such coin or
currency of the United States as at the time of payment shall be legal tender
for payments. The Contract Payments, if any, will be payable at the Corporate
Trust Office or, at the option of the Company, by check mailed to the address of
the Person entitled thereto at such Person's address as it appears on the
Register or by wire transfer to an account appropriately designated by a prior
written notice by such Person. A Holder shall be entitled to continue receiving
Contract Payments after Early Settlement or Merger Early Settlement of a
Variable-Share Repurchase Contract.

         The Company shall have the right or, at the direction of the Federal
Reserve Board, shall be obligated, at any time prior to the Fixed-Share Stock
Purchase Date or the Variable-Share Stock Purchase Date, as applicable, to defer
the payment of any or all of the Contract Payments otherwise payable on any
Payment Date, but only if the Company shall give the Holders and the Agent
written notice of its intention to defer each such Contract 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
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.

         Any Contract Payments so deferred shall, to the extent permitted by
law, accrue additional Contract Payments thereon at the rate of 6.75% per year
(computed on the basis of a 360-day year of twelve 30-day months), compounding
on each succeeding Payment Date, until paid in full (such deferred installments
of Contract Payments, if any, together with the additional Contract Payments, if
any, accrued thereon, are referred to herein as the "Deferred Contract
Payments"). Deferred Contract Payments, if any, shall be due on the next
succeeding Payment Date except to the extent that payment is deferred pursuant
to this Section 5.3 of the Purchase Contract Agreement. No Contract Payments may
be deferred to a date that is after the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, and no such deferral period
may end other than on a Payment Date. If the Contracts are terminated upon the
occurrence of a Termination Event, the Holder's right to receive Contract
Payments, if any, and Deferred Contract Payments will terminate.

                                      C-10

<PAGE>

         In the event that the Company defers the payment of Contract Payments
until a Payment Date prior to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, then all Deferred Contract
Payments, if any, shall be payable to the registered Holders as of the close of
business on the Record Date immediately preceding such Payment Date.

         The Company's obligations with respect to Contract Payments (including
any accrued or Deferred Contract Payments) shall be subordinate and junior in
right, to the extent and in the manner set forth in the Purchase Contract
Agreement, to all Senior Indebtedness.

         In the event that the Company defers the payment of Contract Payments
until the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase
Date, as applicable, each Holder will receive on the Fixed-Share Stock Purchase
Date or the Variable-Share Stock Purchase Date, as applicable, an amount equal
to the Deferred Contract Payments, payable, at the Company's election, in (i)
shares of Common Stock or (ii) Notes. If the Company elects to pay the Deferred
Contract Payments in shares of Common Stock, each Holder will receive a number
of shares equal to (A) the aggregate amount of Deferred Contract Payments
payable to such Holder divided by (B) the greater of (x) the Applicable Market
Value on the Variable-Share Stock Purchase Date and (y) $13.20 (as adjusted in a
manner consistent with Section 5.6 of the Purchase Contract Agreement). If the
Company elects to issue Notes in payment of the Deferred Contract Payments, such
Notes shall have a principal amount equal to the Deferred Contract Payments.

         In the event the Company defers the payment of Contract Payments, then
until the Deferred Contract Payments have been paid, the Company shall not
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's Capital
Stock other than: (i) repurchases, redemptions or other acquisitions of shares
of the Company's Capital Stock in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of the Company's Capital Stock, or securities convertible into or
exercisable for such Capital Stock, as consideration in an acquisition
transaction entered into prior to the deferral of Contract Payments; (ii) as a
result of an exchange or conversion of any class or series of the Company's
Capital Stock for any Capital Stock of the Company's subsidiaries, or for any
class or series of the Company's Capital Stock, or of any class or series of the
Company's indebtedness for any class or series of the Company's Capital Stock;
(iii) the purchase of fractional interests of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged; (iv) any declaration of a dividend in
connection with any rights plan, or the issuance of rights, stock or other
property under any rights plan, or the redemption or repurchase of rights
pursuant thereto; or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks equally with or junior to such stock.

         The Contracts and all obligations and rights of the Company and the
Holders thereunder, including, without limitation, the rights of Holders to
receive accumulated Contract Payments, if

                                      C-11

<PAGE>

any, or any Deferred Contract Payments and obligations of the Holders to
purchase or sell Common Stock, will immediately and automatically terminate,
without the necessity of any notice or action by any Holder, the Agent or the
Company, if, on or prior to the Fixed-Share Stock Purchase Date or the
Variable-Share Stock Purchase Date, as applicable, a Termination Event shall
have occurred. Upon and after the occurrence of a Termination Event, the
Separate COVERS shall thereafter represent the right to receive the Pledged
Common Stock forming a part of such Separate COVERS. 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 Agent, the Collateral Agent
and to the Holders, at their addresses as they appear in the Register.

         Upon registration of transfer of this Separate COVERS 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 Agent pursuant to the
Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement, the Contracts evidenced hereby and the Pledge Agreement and the
transferor shall be released from the obligations under the Purchase Contract
Agreement, the Contracts evidenced by this Separate COVERS Certificate and the
Pledge Agreement. 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.

         Each Holder of a Security, by its acceptance hereof, irrevocably
authorizes the Agent to enter into and perform the related Contract or Contracts
on its behalf as its attorney-in-fact (including the execution of Certificates
on behalf of such Holder), agrees to be bound by the terms and provisions
thereof, covenants and agrees to perform its obligations under such Contract or
Contracts, consents to the provisions of the Purchase Contract Agreement,
irrevocably authorizes the Agent as its attorney-in-fact to enter into and
perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Common Stock, pursuant to the
Pledge Agreement; provided that upon a Termination Event, the rights of the
Holder of such Security under the Contract or Contracts may be enforced without
regard to any other rights or obligations. Each Holder of a Separate COVERS, by
its acceptance hereof, further covenants and agrees, that, to the extent and in
the manner provided in Section 5.4 of the Purchase Contract Agreement and the
Pledge Agreement, but subject to the terms thereof, upon settlement of such
Holder's obligations to sell Common Stock under the Variable-Share Repurchase
Contract underlying a Separate COVERS, the Pledged Common Stock underlying such
Separate COVERS shall be delivered on the Settlement Date by the Collateral
Agent to the Agent and, to the extent necessary, delivered by the Agent to the
Company in satisfaction of such Holder's obligations under such Variable-Share
Repurchase Contract and such Holder shall acquire no right, title or interest in
such Pledged Common Stock so delivered to the Company.

         Each Holder of a Security, by acceptance hereof, will be deemed
expressly to have withheld any consent to the assumption (i.e., affirmance)
under Section 365 of the Bankruptcy Code or otherwise, of the applicable
Contracts by the Company, its trustee in bankruptcy, any receiver, liquidator or
person or entity performing similar functions in the event that the Company
becomes a debtor under the Bankruptcy Code or subject to other similar state or
federal law providing for reorganization or liquidation.

                                      C-12

<PAGE>

         The Company and each Holder covenant and agree, for United States
federal, state and local income and franchise tax purposes to treat a Holder's
acquisition and ownership of Separate COVERS as the acquisition and ownership of
the underlying Variable-Share Repurchase Contract and of the Pledged Common
Stock constituting the Collateral securing such Holder's obligations under the
Variable-Share Repurchase Contract

         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
Contracts.

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

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

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

                                      C-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--  as Custodian for (Minor) under Uniform Gifts
                     to Minors Act (State)

TEN ENT--            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.

                                   ASSIGNMENT

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 Separate COVERS Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

--------------------------------------------------------------------------------
attorney to transfer said Separate COVERS Certificates on the books of State
Street Corporation 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 Separate COVERS
                                    Certificates in every particular, without
                                    alteration or enlargement or any change
                                    whatsoever.

Signature Guarantee:_________________


                                      C-14

<PAGE>


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      C-15




<PAGE>


                             SETTLEMENT INSTRUCTIONS

         The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on the Variable-Share Stock Purchase Date of
the Variable-Share Repurchase Contracts underlying the number of Separate COVERS
evidenced by this Separate COVERS Certificate (after taking into account all
Securities then held by such Holder) 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:
                     ------------------------------------


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

If shares are to be registered in the name of and delivered to a Person 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


                                      C-16

<PAGE>


                            ELECTION TO SETTLE EARLY

         The undersigned Holder of this Separate COVERS Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Variable-Share
Repurchase Contracts underlying the number of Separate COVERS evidenced by this
Separate COVERS 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 any Separate COVERS
Certificate representing any Separate COVERS evidenced hereby as to which Early
Settlement of the related Variable-Share Repurchase Contracts is not effected,
to the undersigned at the address 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:
                     -------------------------------


Number of Separate COVERS evidenced hereby as to which Early Settlement of the
related Variable-Share Repurchase Contracts is being elected:

If shares of Common Stock or Separate COVERS Certificates are to be registered
in the name of and delivered 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


                                      C-17

<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>

----------------------- --------------------- -------------------- --------------------- --------------------
         DATE            AMOUNT OF DECREASE   AMOUNT OF INCREASE    NUMBER OF SEPARATE      SIGNATURE OF
                            IN NUMBER OF         IN NUMBER OF       COVERS REPRESENTED   AUTHORIZED OFFICER
                          SEPARATE COVERS       SEPARATE COVERS       BY THE GLOBAL           OF AGENT
                         REPRESENTED BY THE   REPRESENTED BY THE       CERTIFICATE
                         GLOBAL CERTIFICATE   GLOBAL CERTIFICATE      FOLLOWING SUCH
                                                                   DECREASE OR INCREASE

<S>                     <C>                   <C>                   <C>                   <C>

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------
</TABLE>

                                      C-18

<PAGE>


                                                                       EXHIBIT D

             INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL
                                      AGENT

Bank One, N.A.,
 as Collateral Agent
153 West 51st Street
New York, NY 10019

Attention:  Corporate Trust Administration
Telecopy:   (212) 373-1384

          Re: SPACES, Separate PACES and Separate COVERS of State Street
Corporation (the "Company")

          We hereby notify you in accordance with Section 4.1 of the Pledge
Agreement, dated as of January 21, 2003, among the Company, you, as Collateral
Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract
Agent and as attorney-in-fact for the holders of [SPACES] [Separate PACES and
Separate COVERS] from time to time, that the holder of securities listed below
(the Holder) has elected to substitute [_______shares of Common
Stock][Fixed-Share Rights] in exchange for the related [Pledged Fixed-Share
Rights] [Pledged Common Stock] held by you in accordance with the Pledge
Agreement and has delivered to us a notice stating that the Holder has
transferred [shares of Common Stock] [Fixed-Share Rights] to you, as Collateral
Agent. We hereby instruct you, upon receipt of such [shares of Common Stock]
[Fixed-Share Rights], and upon the payment by such Holder of any applicable
fees, to release the [Pledged Fixed-Share Rights] [Pledged Common Stock] related
to such [SPACES] [Separate COVERS] to us in accordance with the Holder's
instructions.

Date: _____________________


                                                BANK ONE TRUST COMPANY, N.A.,
                                                as Purchase Contract Agent

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

Please print name and address of Registered Holder electing to substitute
[shares of Common Stock] [Fixed-Share Rights] for the [Pledged Fixed-Share
Rights] [Pledged Common Stock]:

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

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

         Social Security or other Taxpayer Identification Number, if any

                                       D-1

<PAGE>



                                                                       EXHIBIT E

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

Bank One Trust Company, N.A.,
as Purchase Contract Agent
153 West 51st Street
New York, NY 10019

Attention:  Corporate Trust Administration
Telecopy:   (212) 373-1384

          Re: SPACES, Separate PACES and Separate COVERS of State Street
Corporation (the "Company")

          The undersigned Holder hereby notifies you that it has delivered to
Bank One, N.A. as Collateral Agent, Custodial Agent and Securities Intermediary
(the "Collateral Agent") [_________ shares of Common Stock] [Fixed-Share Rights]
in exchange for the related [Pledged Fixed-Share Rights] [Pledged Common Stock]
held by the Collateral Agent, in accordance with Section 4.1 of the Pledge
Agreement, dated as of January 21, 2003 (the "Pledge Agreement"), among you, the
Company and the Collateral Agent. The undersigned Holder has paid the Collateral
Agent 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 Fixed-Share Rights] [Pledged
Common Stock] related to such [SPACES] [Separate COVERS].

Date:
                                      By
                                           ----------------------------------
                                           Name:
                                           Title:  Signature

Guarantee:

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

Please print name and address of Registered Holder:

Name

Social Security or other Taxpayer Identification Number, if any

Address

                                       E-1

<PAGE>


                                                                       EXHIBIT F

                FORMULA FOR FIXING VARIABLE-SHARE SETTLEMENT RATE

          Fixed Variable-Share Settlement Rate = (5.0505*L - 4.1061*U)
                                                  -------------------
                                                           S

L  =  P*N(A1) - X*N(A2)

P  =  S*e(-D*T)

X  =  39.600*e(-R*T)

A1  =  [ln(P/X)-(V2)*T/2]/[V*[GRAPHIC REMOVED HERE]]

A2  =  A1-V*[GRAPHIC REMOVED HERE]

U  =  P*N(B1) - Y*N(B2)

Y  =  48.7080*e(-R*T)

B1  =  [ln(P/Y)-(V2)*T/2]/[V*[GRAPHIC REMOVED HERE]]

B2  =  B1-V*[GRAPHIC REMOVED HERE]

N(.) is the standard normal cumulative distribution function.

S = The average of the Closing Price per share of Common Stock during the 20
consecutive Trading Days beginning on the third Trading Day following the date
of the Company's initial notice to the Agent under Section 5.1(c) (the "20-Day
Period").

D = The Company's annual dividend yield as a percentage, calculated as (i)(A)
the Company's last reported quarterly dividend multiplied by (B) four, divided
by (ii) S.

R = The annual treasury rate as a percentage, calculated as the yield to
maturity on the treasury security maturing on February 15, 2006 (CUSIP No.
912827W81), as of the last Trading Day in the 20-Day Period. The yield to
maturity for the treasury security will be the bid side yield displayed at 10:00
a.m., New York City time on the specified date in the Telerate system (or if the
Telerate system is no longer available on that date or, in the Company's opinion
no longer an appropriate system from which to obtain the yield, such other
nationally recognized quotation system as, in the Company's opinion, is
appropriate). If this yield is not so displayed, the yield will be calculated by
the Company as the yield to maturity for the treasury security, expressed as a
bond equivalent on the basis of a year of 365 or 366 days as applicable, and
applied on a daily basis, and computed by taking the arithmetic mean of the
secondary market bid yields, as of 10:30 a.m. New York City time, on the
specified date of three leading United States government securities dealers
selected by the Company. If the treasury security maturing on February 15, 2006
(CUSIP No. 912827W81) is no longer outstanding on the specified date, the
treasury rate

                                       F-1

<PAGE>


will be computed as the yield to maturity on the treasury security that matures
on the latest date that is on or prior to February 15, 2006.

T = The time remaining to the Variable-Share Stock Purchase Date in years,
calculated as of the last Trading Day of the 20-Day Period.

V = Annual volatility as a percentage, calculated as the annualized unbiased
standard deviation of the logarithmic daily returns on the Common Stock over the
260 consecutive Trading Day period ending on the Trading Day immediately
preceding the date of the Company's initial notice to the agent under Section
5.1(c).

                                       F-2

<PAGE>


                                                                       EXHIBIT G

                 NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS

         (Transfer of Collateral upon Occurrence of a Termination Event)


[HOLDER/ADDRESS]

          Re: SPACES, Separate PACES and Separate COVERS of State Street
          Corporation (the "Company")

     Please refer to the Purchase Contract Agreement, dated as of January 21,
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 (as defined therein) of Securities (as defined
therein) from time to time.

     We hereby notify you that a Termination Event has occurred and that the
Treasury Strips or the Common Stock, as the case may be, underlying the SPACES,
Separate PACES or Separate COVERS comprising all or a portion of your ownership
interest therein have been released and, together with the treasury strips
comprising all or a portion of your ownership interest in the Treasury
Portfolio, are being held by us for your account pending receipt of transfer
instructions with respect thereto (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 SPACES,
Separate PACES or Separate COVERS effected through book-entry or by delivery to
us of your Certificate(s), if applicable, 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
SPACES, Separate PACES or Separate COVERS are transferred or your
Certificate(s), if applicable is/are surrendered or satisfactory evidence is
provided that such Certificate(s) has/have been destroyed, lost or stolen,
together with any indemnification that we or the Company may require.

Date:                                         By: BANK ONE TRUST COMPANY, N.A.,
        -------------------------------       as the Purchase Contract Agent


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

                                       G-1

<PAGE>


                                                                       EXHIBIT H

                    FORM OF CERTIFICATE EVIDENCING CONTINUED
                           RIGHT TO CONTRACT PAYMENTS

[HOLDER/ADDRESS]

          Re: SPACES, Separate PACES and Separate COVERS of State Street
          Corporation (the "Company")

     Reference is made to the Purchase Contract Agreement, dated as of January
21, 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 (as defined therein) of Securities (as
defined therein) from time to time.

     You have elected, pursuant to [Section 5.9 of the Purchase Contract
Agreement, to exercise your Early Settlement right with respect to
Variable-Share Repurchase Contracts] [Section 5.10 of the Purchase Contract
Agreement, to exercise your Merger Early Settlement right with respect to
[Fixed-Share Purchase Contracts][Variable-Share Repurchase Contracts]]. This
Certificate evidences your continued entitlement, pursuant to the terms of the
Purchase Contract Agreement, to receive Contract Payments or Deferred Contract
Payments with respect to such [Fixed-Share Purchase Contracts][Variable-Share
Repurchase Contracts] on the dates and in the manner set forth in Sections 5.2
and 5.3 of the Purchase Contract Agreement notwithstanding such [Early
Settlement][Merger Early Settlement].

Date:                                       By: BANK ONE TRUST COMPANY, N.A.,
     -----------------------------------    as the Purchase Contract Agent


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

                                       H-1