<PAGE>

                                                                     Exhibit 4.5



                           THE PHOENIX COMPANIES, INC.

                                       and

SUNTRUST BANK, as Collateral Agent, Custodial Agent and Securities Intermediary

                                       and

                    SUNTRUST BANK, as Purchase Contract Agent




                                PLEDGE AGREEMENT


                          Dated as of December 20, 2002




<PAGE>


                                 TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----
                                   ARTICLE 1
                                  DEFINITIONS

SECTION 1.01. Definitions...................................................  2

                                   ARTICLE 2
                                     PLEDGE

SECTION 2.01. Pledge........................................................  6
SECTION 2.02. Control; Financing Statement..................................  7
SECTION 2.03. Termination...................................................  7

                                   ARTICLE 3
                      DISTRIBUTIONS ON PLEDGED COLLATERAL

SECTION 3.01. Income and Distributions......................................  7
SECTION 3.02. Principal Payments Following Termination Event................  7
SECTION 3.03. Principal Payments Prior to or on Purchase
              Contract Settlement Date......................................  8
SECTION 3.04. Payments to Purchase Contract Agent...........................  8
SECTION 3.05. Assets Not Properly Released..................................  9

                                   ARTICLE 4
                                    CONTROL

SECTION 4.01. Establishment of Collateral Account...........................  9
SECTION 4.02. Treatment as Financial Assets................................. 10
SECTION 4.03. Sole Control by Collateral Agent.............................. 10
SECTION 4.04. Securities Intermediary's Location............................ 10
SECTION 4.05. No Other Claims............................................... 10
SECTION 4.06. Investment and Release........................................ 11
SECTION 4.07. Statements and Confirmations.................................. 11
SECTION 4.08. Tax Allocations............................................... 11
SECTION 4.09. No Other Agreements........................................... 11
SECTION 4.10. Powers Coupled with an Interest............................... 11
SECTION 4.11. Waiver of Lien; Waiver of Set-off............................. 11


<PAGE>

                                                                            PAGE
                                                                            ----

                                   ARTICLE 5
         INITIAL DEPOSIT; CREATION OF TREASURY UNITS AND RECREATION OF
                                CORPORATE UNITS

SECTION 5.01. Initial Deposit of Notes...................................... 12
SECTION 5.02. Creation of Treasury Units.................................... 12
SECTION 5.03. Recreation of Corporate Units................................. 13
SECTION 5.04. Termination Event............................................. 15
SECTION 5.05. Cash Settlement............................................... 16
SECTION 5.06. Early Settlement and Cash Merger Early Settlement............. 18
SECTION 5.07. Application of Proceeds in Settlement of Purchase Contracts... 19
SECTION 5.08. Special Event Redemption...................................... 21

                                   ARTICLE 6
                         VOTING RIGHTS - PLEDGED NOTES

SECTION 6.01. Voting Rights................................................. 21

                                   ARTICLE 7
                              RIGHTS AND REMEDIES

SECTION 7.01. Rights and Remedies of the Collateral Agent................... 22
SECTION 7.02. Special Event Redemption...................................... 23
SECTION 7.03. Initial Remarketing........................................... 24
SECTION 7.04. Second Remarketing............................................ 24
SECTION 7.05. Third Remarketing............................................. 24
SECTION 7.06. Successful Remarketing........................................ 24
SECTION 7.07. Substitutions................................................. 25

                                   ARTICLE 8
                   REPRESENTATIONS AND WARRANTIES; COVENANTS

SECTION 8.01. Representations and Warranties................................ 25
SECTION 8.02. Covenants..................................................... 26

                                   ARTICLE 9
          THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES
                                  INTERMEDIARY

SECTION 9.01. Appointment, Powers and Immunities............................ 26
SECTION 9.02. Instructions of the Company................................... 28
SECTION 9.03. Reliance by Collateral Agent and Securities Intermediary...... 28


                                       ii

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<Table>
<Caption>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 9.04. Certain Rights................................................ 28
SECTION 9.05. Merger, Conversion, Consolidation or Succession to Business... 29
SECTION 9.06. Rights in Other Capacities.................................... 29
SECTION 9.07. Non-Reliance on Collateral Agent, the Custodial Agent and
              Securities Intermediary....................................... 29
SECTION 9.08. Compensation and Indemnity.................................... 30
SECTION 9.09. Failure to Act................................................ 31
SECTION 9.10. Resignation of Collateral Agent, the Custodial Agent and
              Securities Intermediary....................................... 31
SECTION 9.11. Right to Appoint Agent or Advisor............................. 33
SECTION 9.12. Survival...................................................... 33
SECTION 9.13. Exculpation................................................... 33

                                   ARTICLE 10
                                   AMENDMENT

SECTION 10.01. Amendment Without Consent of Holders......................... 34
SECTION 10.02. Amendment with Consent of Holders............................ 34
SECTION 10.03. Execution of Amendments...................................... 35
SECTION 10.04. Effect of Amendments......................................... 36
SECTION 10.05. Reference of Amendments...................................... 36

                                   ARTICLE 11
                                 MISCELLANEOUS

SECTION 11.01. No Waiver.................................................... 36
SECTION 11.02. Governing Law; Submission to Jurisdiction.................... 36
SECTION 11.03. Notices...................................................... 37
SECTION 11.04. Successors and Assigns....................................... 37
SECTION 11.05. Counterparts................................................. 37
SECTION 11.06. Severability................................................. 37
SECTION 11.07. Expenses, Etc................................................ 38
SECTION 11.08. Security Interest Absolute................................... 38
SECTION 11.09. Notice of Special Event, Special Event Redemption and
               Termination Event............................................ 39

Exhibit A -    Instruction from Purchase Contract Agent to Collateral Agent
               (Creation of Treasury Units)
Exhibit B -    Instruction from Collateral Agent to Securities Intermediary
               (Creation of Treasury Units)
</Table>

                                      iii

<PAGE>

                                                                            PAGE
                                                                            ----

Exhibit C -    Instruction from Purchase Contract Agent to Collateral Agent
               (Recreation of Corporate Units)
Exhibit D -    Instruction from Collateral Agent to Securities Intermediary
               (Recreation of Corporate Units)
Exhibit E -    Notice of Cash Settlement from Securities Intermediary to
               Purchase Contract Agent (Cash Settlement Amounts)
Exhibit F -    Instruction to Custodial Agent
               (Regarding Remarketing)
Exhibit G -    Instruction to Custodial Agent
               (Withdrawal from Remarketing)




                                       IV

<PAGE>


                                PLEDGE AGREEMENT


         PLEDGE AGREEMENT dated as of December 20, 2002 among THE
PHOENIX COMPANIES, INC., a Delaware corporation (the "COMPANY"), SUNTRUST BANK,
a banking corporation with trust powers, duly organized and existing under the
laws of the State of Georgia (in such capacity, together with its successors in
such capacity, the "COLLATERAL AGENT"), as custodial agent (in such capacity,
together with its successors in such capacity, the "CUSTODIAL AGENT"), and as
securities intermediary (as defined in Sections 8-102(a)(14) of the UCC) with
respect to the Collateral Account (in such capacity, together with its
successors in such capacity, the "SECURITIES INTERMEDIARY"), and SUNTRUST BANK,
a banking corporation with trust powers, duly organized and existing under the
laws of the State of Georgia, as purchase contract agent and as attorney-in-fact
of the Holders from time to time of the Units (in such capacity, together with
its successors in such capacity, the "PURCHASE CONTRACT AGENT") under the
Purchase Contract Agreement.

                                    RECITALS

         WHEREAS, the Company and the Purchase Contract Agent are parties to the
Purchase Contract Agreement dated as of the date hereof (as modified and
supplemented and in effect from time to time, the "PURCHASE CONTRACT
AGREEMENT"), pursuant to which 5,200,000 Corporate Units (or 5,980,000 if the
over-allotment option granted to the Underwriters pursuant to the Underwriting
Agreement is exercised in full) will be issued.

         WHEREAS, each Corporate Unit, at issuance, consists of a unit comprised
of (a) a stock purchase contract (a "PURCHASE CONTRACT") pursuant to which the
Holder will purchase from the Company on the Purchase Contract Settlement Date,
for an amount equal to $25.00 (the "STATED AMOUNT"), a number of shares of the
Company's common stock, par value $0.01 per share ("COMMON STOCK"), equal to the
Settlement Rate and (b) either a Note or an Applicable Ownership Interest in the
Treasury Portfolio.

         WHEREAS, pursuant to the terms of the Purchase Contract Agreement and
the Purchase Contracts, the Holders of the Units have irrevocably authorized the
Purchase Contract Agent, as attorney-in-fact of such Holders, among other
things, to execute and deliver this Agreement on behalf of such Holders and to
grant the pledge provided herein of the Collateral to secure the Obligations.


                                       1

<PAGE>


         NOW, THEREFORE, the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent agree as follows:


                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.01. Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

          (a) the words "HEREIN," "HEREOF" and "HEREUNDER" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision;

         (b) the following terms which are defined in the UCC shall have the
meanings set forth therein: "CERTIFICATED SECURITY," "CONTROL," "FINANCIAL
ASSET," "ENTITLEMENT ORDER," "SECURITIES ACCOUNT" and "SECURITY ENTITLEMENT";

         (c) capitalized terms used herein and not defined herein have the
meanings assigned to them in the Purchase Contract Agreement; and

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

         "AGREEMENT" means this Pledge Agreement, as the same may be amended,
modified or supplemented from time to time.

         "CASH" means any coin or currency of the United States as at the time
shall be legal tender for payment of public and private debts.

         "COLLATERAL" means the collective reference to:

                  (i) the Collateral Account and all investment property and
         other financial assets from time to time credited to the Collateral
         Account, including, without limitation, (A) the Notes and security
         entitlements relating thereto that are a component of the Corporate
         Units from time to time, (B) the Applicable Ownership Interests (as
         specified in clause (i) of the definition of such term) of the Holders
         with respect to the Treasury Portfolio which are a component of the
         Corporate Units from time to time; (C) any Treasury Securities and
         security entitlements relating thereto delivered from time to time upon
         creation of Treasury Units in accordance


                                       2

<PAGE>

         with Section 5.02 hereof and (D) payments made by Holders pursuant to
         Section 5.05 hereof;

                  (ii) all Proceeds of any of the foregoing (whether such
         Proceeds arise before or after the commencement of any proceeding under
         any applicable bankruptcy, insolvency or other similar law, by or
         against the pledgor or with respect to the pledgor); and

                  (iii) all powers and rights now owned or hereafter acquired
         under or with respect to the Collateral.

         "COLLATERAL ACCOUNT" means the securities account of SunTrust Bank, a
banking corporation with trust powers, duly organized and existing under the
laws of the State of Georgia, as Collateral Agent, maintained by the Securities
Intermediary and designated "SunTrust Bank, as Collateral Agent of The Phoenix
Companies, Inc., as pledgee of SunTrust Bank, as the Purchase Contract Agent on
behalf of and as attorney-in-fact for the Holders".

         "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 the Purchase Contract Agreement, and thereafter
"Company" shall mean such successor.

         "CORPORATE UNIT" means the collective rights and obligations of a
Holder of a Corporate Units Certificate in respect of a Note or an appropriate
Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
subject in each case to the Pledge thereof, and the related Purchase Contract;
provided that the appropriate Applicable Ownership Interests (as specified in
clause (ii) of the definition of such term) in the Treasury Portfolio shall not
be subject to the Pledge.

         "CORPORATE UNITS CERTIFICATE" means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Corporate Units
specified on such certificate.

         "OBLIGATIONS" means, with respect to each Holder, all obligations and
liabilities of such Holder under such Holder's Purchase Contract, the Purchase
Contract Agreement and this Agreement or any other document made, delivered or
given in connection herewith or therewith, in each case whether on account of
principal, interest (including, without limitation, interest accruing before and
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to such Holder, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding), fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees


                                       3

<PAGE>

and disbursements of counsel to the Company or the Collateral Agent or the
Securities Intermediary that are required to be paid by the Holder pursuant to
the terms of any of the foregoing agreements).

         "PERMITTED INVESTMENTS" means any one of the following, in each case
maturing on the Business Day following the date of acquisition:

                  (1) any evidence of indebtedness with an original maturity of
         365 days or less issued, or directly and fully guaranteed or insured,
         by the United States of America or any agency or instrumentality
         thereof (provided that the full faith and credit of the United States
         of America is pledged in support of the timely payment thereof or such
         indebtedness constitutes a general obligation of it);

                  (2) deposits, certificates of deposit or acceptances with an
         original maturity of 365 days or less of any institution which is a
         member of the Federal Reserve System having combined capital and
         surplus and undivided profits of not less than $500 million at the time
         of deposit (and which may include the Collateral Agent);

                  (3) investments with an original maturity of 365 days or less
         of any Person that is fully and unconditionally guaranteed by a bank
         referred to in clause (2);

                  (4) repurchase agreements and reverse repurchase agreements
         relating to marketable direct obligations issued or unconditionally
         guaranteed by the United States of America or issued by any agency
         thereof and backed as to timely payment by the full faith and credit of
         the United States of America;

                  (5) investments in commercial paper, other than commercial
         paper issued by the Company or its affiliates, of any corporation
         incorporated under the laws of the United States or any State thereof,
         which commercial paper has a rating at the time of purchase at least
         equal to "A-1" by Standard & Poor's Ratings Services ("S&P") or at
         least equal to "P-1" by Moody's Investors Service, Inc. ("MOODY'S");
         and

                  (6) investments in money market funds (including, but not
         limited to, money market funds managed by the Collateral Agent or an
         affiliate of the Collateral Agent) registered under the Investment
         Company Act of 1940, as amended, rated in the highest applicable rating
         category by S&P or Moody's.


                                       4

<PAGE>

         "PERSON" means any legal person, including, without limitation, any
individual, corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

         "PLEDGE" means the lien and security interest created by this
Agreement.

         "PLEDGED APPLICABLE OWNERSHIP INTERESTS" means the Applicable Ownership
Interests (as specified in clause (i) of the definition thereof) of the Holders
with respect to the Treasury Portfolio and security entitlements with respect
thereto from time to time credited to the Collateral Account and not then
released from the Pledge.

         "PLEDGED NOTES" means Notes and security entitlements with respect
thereto from time to time credited to the Collateral Account and not then
released from the Pledge.

         "PLEDGED SECURITIES" means the Pledged Notes, the Pledged Applicable
Ownership Interests and the Pledged Treasury Securities, collectively.

         "PLEDGED TREASURY SECURITIES" means Treasury Securities and security
entitlements with respect thereto from time to time credited to the Collateral
Account and not then released from the Pledge.

         "PROCEEDS" has the meaning ascribed thereto in the UCC and includes,
without limitation, all interest, dividends, cash, instruments, securities,
financial assets and other property received, receivable or otherwise
distributed upon the sale, exchange, collection or disposition of any financial
assets from time to time held in the Collateral Account.

         "PURCHASE CONTRACT AGENT" has the meaning specified in the paragraph
preceding the recitals of this Agreement.

         "SEPARATE NOTES" means Notes which are not components of Corporate
Units.

         "TRADES" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the TRADES
Regulations.

         "TRADES REGULATIONS" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, as amended from


                                       5

<PAGE>

time to time. Unless otherwise defined herein, all terms defined in the TRADES
Regulations are used herein as therein defined.

         "TRANSFER" means (i) in the case of certificated securities in
registered form, delivery as provided in Section 8-301(a) of the UCC, indorsed
to the transferee or in blank by an effective endorsement; (ii) in the case of
Treasury Securities, registration of the transferee as the owner of such
Treasury Securities on TRADES; and (iii) in the case of security entitlements,
including, without limitation, security entitlements with respect to Treasury
Securities, a securities intermediary indicating by book entry that such
security entitlement has been credited to the transferee's securities account.

         "TREASURY SECURITIES" means zero-coupon U.S. treasury securities that
mature on or prior to February 15, 2006 (CUSIP No. 912803AJ2).

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

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

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time.

         "VALUE" means, with respect to any item of Collateral on any date, as
to (1) Cash, the face amount thereof, (2) Treasury Securities or Notes, the
aggregate principal amount thereof at maturity and (3) Applicable Ownership
Interests (as specified in clause (i) of the definition of such term), the
appropriate percentage of the aggregate principal amount at maturity of the
Treasury Portfolio.


                                    ARTICLE 2
                                     PLEDGE

         SECTION 2.01. Pledge. Each Holder, acting through the Purchase Contract
Agent as such Holder's attorney-in-fact, and the Purchase Contract Agent, acting
solely as such attorney-in-fact, hereby pledges and grants to the Collateral
Agent, as agent of and for the benefit of the Company, a continuing first


                                       6

<PAGE>

priority security interest in and to, and a lien upon and right of set-off
against, all of such Person's right, title and interest in and to the Collateral
to secure the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations. The
Collateral Agent shall have all of the rights, remedies and recourses with
respect to the Collateral afforded a secured party by the UCC, in addition to,
and not in limitation of, the other rights, remedies and recourses afforded to
the Collateral Agent by this Agreement.

         SECTION 2.02.  Control; Financing Statement.

          (a) The Collateral Agent shall have control of the Collateral Account
pursuant to the provisions of Article 4 of this Agreement.

          (b) Subsequent to the date of initial issuance of the Units, the
Purchase Contract Agent shall deliver to the Collateral Agent a copy of the
financing statement prepared by the Company and filed in the Office of the
Secretary of State of the State of [Georgia][New York] and any other
jurisdictions which the Company deems necessary, authorized by the Purchase
Contract Agent, as attorney-in-fact for the Holders, as Debtors, and describing
the Collateral, such filing to be undertaken by the Company.

         SECTION 2.03. Termination. As to each Holder, this Agreement and the
Pledge created hereby shall terminate upon the satisfaction of such Holder's
Obligations. Upon such termination, the Collateral Agent shall Transfer such
Holder's portion of the Collateral to the Purchase Contract Agent for
distribution to such Holder, free and clear of the Pledge created hereby.


                                    ARTICLE 3
                       DISTRIBUTIONS ON PLEDGED COLLATERAL

         SECTION 3.01. Income and Distributions. The Collateral Agent shall
transfer all income and distributions received by the Collateral Agent on
account of the Pledged Notes, the Pledged Applicable Ownership Interests or
Permitted Investments from time to time held in the Collateral Account (ABA No.
[o], A/C No. [o], Re: The Phoenix Companies, Inc.) to the Purchase Contract
Agent for distribution to the applicable Holders as provided in the Purchase
Contracts or Purchase Contract Agreement.

         SECTION 3.02. Principal Payments Following Termination Event. Following
a Termination Event, the Collateral Agent shall transfer all principal


                                       7

<PAGE>

payments it receives, if any, in respect of (1) the Pledged Notes, (2) the
Pledged Applicable Ownership Interests, and (3) the Pledged Treasury Securities,
to the Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective interests, free
and clear of the Pledge created hereby.

         SECTION 3.03. Principal Payments Prior to or on Purchase Contract
Settlement Date.

          (a) Subject to the provisions of Sections 5.06 and 5.08, and except as
provided in clause 3.03(b) below, if no Termination Event shall have occurred,
all principal payments received by the Collateral Agent in respect of (1) the
Pledged Notes, (2) the Pledged Applicable Ownership Interests and (3) the
Pledged Treasury Securities, shall be held and invested in Permitted Investments
until the Purchase Contract Settlement Date, and transferred to the Company on
the Purchase Contract Settlement Date as provided in Section 5.07 hereof. Any
balance remaining in the Collateral Account shall be released from the Pledge
and transferred to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests, free and clear of the Pledge created thereby. The Company shall
instruct the Collateral Agent in writing as to the type of Permitted Investments
in which any payments made under this Section shall be invested, provided,
however, that if the Company fails to deliver such instructions by 10:30 a.m.
(New York City time) on the day such payments are received by the Collateral
Agent, the Collateral Agent shall invest such payments in the Permitted
Investments described in clause (6) of the definition of Permitted Investments.
In no event shall the Collateral Agent be liable for the selection of Permitted
Investments or for investment losses incurred thereon. The Collateral Agent
shall have no liability in respect of losses incurred as a result of the failure
of the Company to provide timely written investment direction.

          (b) All principal payments received by the Collateral Agent in respect
of (1) the Pledged Notes, (2) the Applicable Ownership Interests (as specified
in clause (i) of the definition thereof) in the Treasury Portfolio and (3) the
Treasury Securities or security entitlements thereto, that, in each case, have
been released from the Pledge pursuant hereto shall be transferred to the
Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective interests.

         SECTION 3.04. Payments to Purchase Contract Agent. The Collateral Agent
shall use all commercially reasonable efforts to deliver payments to the
Purchase Contract Agent hereunder to the account designated by the Purchase
Contract Agent for such purpose not later than 12:00 p.m. (New York City time)


                                       8

<PAGE>

on the Business Day such payment is received by the Collateral Agent; provided,
however, that if such payment is received on a day that is not a Business Day or
after 11:00 a.m. (New York City time) on a Business Day, then the Collateral
Agent shall use all commercially reasonable efforts to deliver such payment to
the Purchase Contract Agent no later than 10:30 a.m. (New York City time) on the
next succeeding Business Day.

         SECTION 3.05. Assets Not Properly Released. If the Purchase Contract
Agent or any Holder shall receive any principal payments on account of financial
assets credited to the Collateral Account and not released therefrom in
accordance with this Agreement, the Purchase Contract Agent or such Holder shall
hold the same as trustee of an express trust for the benefit of the Company and,
upon receipt of an Officers' Certificate of the Company so directing, promptly
deliver the same to the Collateral Agent for credit to the Collateral Account or
to the Company for application to the Obligations of the Holders, and the
Purchase Contract Agent and Holders shall acquire no right, title or interest in
any such payments of principal amounts so received. The Purchase Contract Agent
shall have no liability under this Section 3.05 unless and until it has been
notified in writing that such payment was delivered to it erroneously and shall
have no liability for any action taken, suffered or omitted to be taken prior to
its receipt of such notice.


                                    ARTICLE 4
                                     CONTROL

         SECTION 4.01. Establishment of Collateral Account. The Securities
Intermediary hereby confirms that:

          (a) the Securities Intermediary has established the Collateral
Account;

          (b) the Collateral Account is a securities account;

          (c) subject to the terms of this Agreement, the Securities
Intermediary shall identify in its records the Collateral Agent as the
entitlement holder entitled to exercise the rights that comprise any financial
asset credited to the Collateral Account;

          (d) all property delivered to the Securities Intermediary pursuant to
this Agreement or the Purchase Contract Agreement will be credited promptly to
the Collateral Account; and


                                       9

<PAGE>

          (e) all securities or other property underlying any financial assets
credited to the Collateral Account shall be (i) registered in the name of the
Purchase Contract Agent and indorsed to the Collateral Agent or in blank, (ii)
registered in the name of the Collateral Agent or (iii) credited to another
securities account maintained in the name of the Collateral Agent. The
Collateral Agent may, at any time or from time to time, in its sole discretion,
cause any or all securities or other property underlying any financial assets
credited to the Collateral Account not registered in its name to be so
registered in its name. In no case will any financial asset credited to the
Collateral Account be registered in the name of the Purchase Contract Agent or
any Holder or specially indorsed to the Purchase Contract Agent or any Holder.

         SECTION 4.02. Treatment as Financial Assets. Each item of property
(whether investment property, financial asset, security, instrument or cash)
credited to the Collateral Account shall be treated as a financial asset.

         SECTION 4.03. Sole Control by Collateral Agent. Except as provided in
Section 6.01, at all times prior to the termination of the Pledge, the
Collateral Agent shall have sole control of the Collateral Account, and the
Securities Intermediary shall take instructions and directions with respect to
the Collateral Account solely from the Collateral Agent. If at any time the
Securities Intermediary shall receive an entitlement order issued by the
Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person. Except as
otherwise permitted under this Agreement, until termination of the Pledge, the
Securities Intermediary will not comply with any entitlement orders issued by
the Purchase Contract Agent or any Holder.

         SECTION 4.04. Securities Intermediary's Location. The Collateral
Account, and the rights and obligations of the Securities Intermediary, the
Collateral Agent, the Purchase Contract Agent and the Holders with respect
thereto, shall be governed by the laws of the State of New York. Regardless of
any provision in any other agreement, for purposes of the UCC, [New
York][Georgia] shall be deemed to be the Securities Intermediary's location.

         SECTION 4.05. No Other Claims. Except for the claims and interest of
the Collateral Agent and of the Purchase Contract Agent and the Holders in the
Collateral Account, the Securities Intermediary (without any duty to
investigate) does not know of any claim to, or interest in, the Collateral
Account or in any financial asset credited thereto. If any Person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Collateral
Account or in any financial


                                       10

<PAGE>

asset carried therein, the Securities Intermediary will promptly notify the
Collateral Agent and the Purchase Contract Agent.

         SECTION 4.06. Investment and Release. All proceeds of financial assets
from time to time deposited in the Collateral Account shall be invested and
reinvested as provided in this Agreement. At all times prior to termination of
the Pledge, no property shall be released from the Collateral Account except in
accordance with this Agreement or upon written instructions of the Collateral
Agent.

         SECTION 4.07.  Statements and Confirmations.  The Securities
Intermediary will promptly send copies of all statements, confirmations and
other correspondence concerning the Collateral Account and any financial assets
credited thereto simultaneously to each of the Purchase Contract Agent and the
Collateral Agent at their addresses for notices under this Agreement.

         SECTION 4.08. Tax Allocations. The Purchase Contract Agent shall report
all items of income, gain, expense and loss recognized in the Collateral
Account, to the extent such reporting is required by law, to the Internal
Revenue Service authorities in the manner required by law. Neither the
Securities Intermediary nor the Collateral Agent shall have any tax reporting
duties hereunder.

         SECTION 4.09. No Other Agreements. The Securities Intermediary has not
entered into, and prior to the termination of the Pledge will not enter into,
any agreement with any other Person relating to the Collateral Account or any
financial assets credited thereto, including, without limitation, any agreement
to comply with entitlement orders of any Person other than the Collateral Agent.

         SECTION 4.10. Powers Coupled with an Interest. The rights and powers
granted in this Article 4 to the Collateral Agent have been granted in order to
perfect its security interests in the Collateral Account, are powers coupled
with an interest and will be affected neither by the bankruptcy of the Purchase
Contract Agent or any Holder nor by the lapse of time. The obligations of the
Securities Intermediary under this Article 4 shall continue in effect until the
termination of the Pledge.

         SECTION 4.11. Waiver of Lien; Waiver of Set-off. The Securities
Intermediary waives any security interest, lien or right to make deductions or
setoffs that it may now have or hereafter acquire in or with respect to the
Collateral Account, any financial asset credited thereto or any security
entitlement in respect thereof. Neither the financial assets credited to the
Collateral Account nor the security entitlements in respect thereof will be
subject to deduction, set-off, banker's lien, or any other right in favor of any
person other than the Company.


                                       11

<PAGE>

                                    ARTICLE 5
           INITIAL DEPOSIT; CREATION OF TREASURY UNITS AND RECREATION
                               OF CORPORATE UNITS

         SECTION 5.01. Initial Deposit of Notes. (a) Prior to or concurrently
with the execution and delivery of this Agreement, the Purchase Contract Agent,
on behalf of the initial Holders of the Corporate Units, shall Transfer to the
Collateral Agent, for credit to the Collateral Account, the Notes or security
entitlements relating thereto, and, in the case of security entitlements, the
Securities Intermediary shall indicate by book-entry that a securities
entitlement to such Notes has been credited to the Collateral Account.

          (b) Unless any Event of Default (as defined in the Indenture) shall
have occurred and be continuing, the Collateral Agent agrees to hold any Notes
or security interests relating thereto, constituting a portion of the Collateral
registered in the name of the Purchase Contract Agent, as attorney-in-fact for
the Holders, with appropriate indorsement in the form delivered to it and shall
not re-register such Notes or security interests relating thereto unless an
Event of Default shall have occurred and be continuing.

         SECTION 5.02.  Creation of Treasury Units.

          (a) So long as the Treasury Portfolio has not replaced the Notes as a
component of the Corporate Units, a Holder of Corporate Units shall have the
right, at any time prior to 5:00 p.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, to create
Treasury Units by substitution of Treasury Securities or security entitlements
with respect thereto for the Pledged Notes comprising a part of such Holder's
Corporate Units, in integral multiples of 40 Corporate Units by:

                   (i) Transferring to the Collateral Agent for credit to the
         Collateral Account Treasury Securities or security entitlements with
         respect thereto having a Value equal to the aggregate principal amount
         of the Pledged Notes to be released, accompanied by a notice,
         substantially in the form of Exhibit C to the Purchase Contract
         Agreement, whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit A
         hereto, (A) stating that such Holder has notified the Purchase Contract
         Agent that such Holder has Transferred Treasury Securities or security
         entitlements with respect thereto to the Collateral Agent for credit to
         the Collateral Account, (B) stating the Value of the Treasury
         Securities or security entitlements with respect thereto Transferred by
         such Holder and (C) requesting that the Collateral Agent


                                       12

<PAGE>

         release from the Pledge the Pledged Notes that are a component of such
         Corporate Units; and

                  (ii) delivering the related Corporate Units to the Purchase
         Contract Agent.

         Upon receipt of such notice and confirmation that Treasury Securities
or security entitlements with respect thereto have been credited to the
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the form of
Exhibit B, to release such Pledged Notes from the Pledge by Transfer to the
Purchase Contract Agent for distribution to such Holder, free and clear of the
Pledge created hereby.

         If the Treasury Portfolio has replaced the Notes as a component of the
Corporate Units and subject to the conditions of the Purchase Contract
Agreement, a Holder may, at any time on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date, substitute Treasury
Securities for the Applicable Ownerships Interests in the Treasury Portfolio
with respect to such Corporate Units, but only in multiples of [C] Corporate
Units. In such an event, the Holder shall transfer the required amount of
Treasury Securities to the Collateral Agent, and the Purchase Contract Agent
shall instruct the Collateral Agent to release the Pledge of and transfer to the
Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio
in the manner set forth above.

         (b) Upon credit to the Collateral Account of Treasury Securities or
security entitlements with respect thereto delivered by a Holder of Corporate
Units and receipt of the related instruction from the Collateral Agent, the
Securities Intermediary shall release such Pledged Notes or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, and shall promptly
Transfer the same to the Purchase Contract Agent for distribution to such
Holder, free and clear of the Pledge created hereby.

         SECTION 5.03.  Recreation of Corporate Units.

          (a) So long as the Treasury Portfolio has not replaced the Notes as a
component of the Corporate Units, at any time prior to 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, a Holder of Treasury Units shall have the right to recreate
Corporate Units by substitution of Notes or security entitlements with respect
thereto for Pledged Treasury Securities in integral multiples of 40 Treasury
Units by:

                  (i) Transferring to the Collateral Agent for credit to the
         Collateral Account Notes or security entitlements with respect thereto


                                       13

<PAGE>

         having a principal amount equal to the Value of the Pledged Treasury
         Securities to be released, accompanied by a notice, substantially in
         the form of Exhibit C to the Purchase Contract Agreement, whereupon the
         Purchase Contract Agent shall deliver to the Collateral Agent a notice,
         substantially in the form of Exhibit C hereto, stating that such Holder
         has Transferred the Notes or security entitlements with respect thereto
         to the Collateral Account for credit to the Collateral Account and
         requesting that the Collateral Agent release from the Pledge the
         Pledged Treasury Securities related to such Treasury Units; and

                  (ii) delivering the related Treasury Units to the Purchase
         Contract Agent.

         Upon receipt of such notice and confirmation that Notes or security
entitlements with respect thereto have been credited to the Collateral Account
as described in such notice, the Collateral Agent shall instruct the Securities
Intermediary by a notice substantially in the form of Exhibit D hereto to
release such Pledged Treasury Securities from the Pledge by Transfer to the
Purchase Contract Agent for distribution to such Holder, free and clear of the
Pledge created hereby.

         If the Treasury Portfolio has replaced the Notes represented by the
Corporate Units, a Holder may, at any time on or prior to the second Business
Day immediately preceding the Warrant Settlement Date, substitute the Applicable
Ownership Interests in the Treasury Portfolio for the Pledged Treasury
Securities, but only in multiples of [o] Treasury Units. In such an event, the
Holder shall Transfer the required Applicable Ownership Interests in the
Treasury Portfolio to the Securities Intermediary, for credit to the Collateral
Account, and the Warrant Agent shall request the Collateral Agent to instruct
the Securities Intermediary to release and transfer to the Holder the
appropriate Pledged Treasury Securities in the manner set forth above.

         (b) Upon credit to the Collateral Account of Notes or security
entitlements with respect thereto delivered by a Holder of Treasury Units and
receipt of the related instruction from the Collateral Agent, the Securities
Intermediary shall release such Pledged Treasury Securities or Applicable
Ownership Interests in the Treasury Portfolio and shall promptly Transfer the
same to the Purchase Contract Agent for distribution to such Holder, free and
clear of the Pledge created hereby.

         SECTION 5.04.  Termination Event.

          (a) Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that a Termination Event has occurred,


                                       14

<PAGE>

the Collateral Agent shall release all Collateral from the Pledge and shall
promptly Transfer:

                  (i) any Pledged Notes or security entitlements with respect
         thereto or Pledged Applicable Ownership Interests;

                  (ii) any Pledged Treasury Securities, and

                  (iii) any payments by Holders (or the Permitted Investments of
         such payments) pursuant to Section 5.05 hereof,

to the Purchase Contract Agent for the benefit of the Holders for distribution
to such Holders, in accordance with their respective interests, free and clear
of the Pledge created hereby; provided, however, if any Holder shall be entitled
to receive less than $1,000 with respect to its interest in the Applicable
Ownership Interests (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but
not the obligation) to dispose of such interest for cash and deliver to such
Holder cash in lieu of delivering the Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) in the Treasury
Portfolio.

          (b) If such Termination Event shall result from the Company's becoming
a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any
reason fail promptly to effectuate the release and Transfer of all Pledged
Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and
payments by Holders (or the Permitted Investments of such payments) pursuant to
Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as
provided by this Section 5.04, the Purchase Contract Agent shall:

                   (i) use its best efforts to obtain an opinion of a nationally
         recognized law firm reasonably acceptable to the Collateral Agent to
         the effect that, notwithstanding the Company's being the debtor in such
         a bankruptcy case, the Collateral Agent will not be prohibited from
         releasing or Transferring the Collateral as provided in this Section
         5.04, and shall deliver or cause to be delivered such opinion to the
         Collateral Agent within ten days after the occurrence of such
         Termination Event, and if (A) the Purchase Contract Agent shall be
         unable to obtain such opinion within ten days after the occurrence of
         such Termination Event or (B) the Collateral Agent shall continue,
         after delivery of such opinion, to refuse to effectuate the release and
         Transfer of all Pledged Notes, Pledged Applicable Ownership Interests,
         Pledged Treasury Securities and the payments by Holders (or the
         Permitted Investments of such payments) pursuant to Section 5.05 hereof
         and Proceeds of any of the foregoing, as


                                       15

<PAGE>

         the case may be, as provided in this Section 5.04, then the Purchase
         Contract Agent shall within fifteen days after the occurrence of such
         Termination Event commence an action or proceeding in the court having
         jurisdiction of the Company's case under the Bankruptcy Code seeking an
         order requiring the Collateral Agent to effectuate the release and
         transfer of all Pledged Notes, Pledged Applicable Ownership Interests,
         Pledged Treasury Securities and the payments by Holders (or the
         Permitted Investments of such payments) pursuant to Section 5.05 hereof
         and Proceeds of any of the foregoing, or as the case may be, as
         provided by this Section 5.04; and

                  (ii) commence an action or proceeding like that described in
         clause 5.04(b)(i) hereof within ten days after the occurrence of such
         Termination Event.

         SECTION 5.05.  Cash Settlement.

          (a) Upon receipt by the Collateral Agent of (1) a notice from the
Purchase Contract Agent promptly after the receipt by the Purchase Contract
Agent of a notice from a Holder of Corporate Units or Treasury Units that such
Holder has elected, in accordance with the procedures specified in Section
5.02(c)(i) or (f)(i) of the Purchase Contract Agreement, respectively, to effect
a Cash Settlement and (2) payment by such Holder by deposit in the Collateral
Account prior to 11:00 a.m. (New York City time) on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date of the Purchase
Price in lawful money of the United States by certified or cashier's check or
wire transfer of immediately available funds payable to or upon the order of the
Securities Intermediary, then the Collateral Agent shall:

                  (i) instruct the Securities Intermediary promptly to invest
         any such Cash in Permitted Investments;

                  (ii) instruct the Securities Intermediary to release from the
         Pledge such Holder's related Pledged Notes, Pledged Applicable
         Ownership Interests and Pledged Treasury Securities, as applicable, as
         to which such Holder has effected a Cash Settlement pursuant to this
         Section 5.05(a); and

                 (iii) instruct the Securities Intermediary to Transfer all such
         Pledged Notes, Pledged Applicable Ownership Interests and the Pledged
         Treasury Securities, as the case may be, to the Purchase Contract Agent
         for distribution to such Holder, in each case free and clear of the
         Pledge created hereby.


                                       16

<PAGE>

         The Company shall instruct the Collateral Agent in writing as to the
type of Permitted Investments in which any such Cash shall be invested;
provided, however, that if the Company fails to deliver such written
instructions by 10:30 a.m. (New York City time) on the day such Cash is received
by the Collateral Agent or to be reinvested by the Securities Intermediary, the
Collateral Agent shall instruct the Securities Intermediary to invest such Cash
in the Permitted Investments described in clause (6) of the definition of
Permitted Investments. In no event shall the Collateral Agent or Securities
Intermediary be liable for the selection of Permitted Investments or for
investment losses incurred thereon. The Collateral Agent and Securities
Intermediary shall have no liability in respect of losses incurred as a result
of the failure of the Company to provide timely written investment direction.

         Upon receipt of the proceeds upon the maturity of the Permitted
Investments on the Purchase Contract Settlement Date, the Collateral Agent shall
(A) instruct the Securities Intermediary to pay the portion of such proceeds and
deliver any certified or cashier's checks received, in an aggregate amount equal
to the Purchase Price, to the Company on the Purchase Contract Settlement Date,
and (B) release any amounts in excess of the Purchase Price earned from such
Permitted Investments to the Purchase Contract Agent for distribution to such
Holder.

          (b) If a Holder of Corporate Units (if the Treasury Portfolio has not
replaced the Notes as a component of such Corporate Units) (i) fails to notify
the Purchase Contract Agent of its intention to make a Cash Settlement as
provided in paragraph 5.02(c)(i) of the Purchase Contract Agreement or (ii) does
notify the Purchase Contract Agent of its intention to pay the Purchase Price in
cash, but fails to make such payment as required by paragraph 5.02(c)(ii) of the
Purchase Contract Agreement, such Holder shall be deemed to have consented to
the disposition of such Holder's Pledged Notes in accordance with paragraph
5.02(c)(iii) of the Purchase Contract Agreement.

          (c) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if
the Treasury Portfolio has replaced the Notes as a component of such Corporate
Unit) (i) fails to notify the Purchase Contract Agent of its intention to make a
Cash Settlement as provided in paragraph 5.02(f)(i) of the Purchase Contract
Agreement or (ii) does notify the Purchase Contract Agent as provided in
paragraph 5.02(f)(ii) of the Purchase Contract Agreement of its intention to pay
the Purchase Price in cash, but fails to make such payment as required by
paragraph 5.02(f)(ii) of the Purchase Contract Agreement, such Holder shall be
deemed to have elected to pay the Purchase Price in accordance with paragraph
5.02(f)(iii) of the Purchase Contract Agreement.


                                       17

<PAGE>

          (d) As soon as practicable after 11:00 a.m. (New York City time) on
the fourth Business Day immediately preceding the Purchase Contract Settlement
Date, the Collateral Agent shall deliver to the Purchase Contract Agent a
notice, substantially in the form of Exhibit E hereto, stating (i) the amount of
Cash that it has received with respect to the Cash Settlement of Corporate
Units, (ii) the amount of Cash that it has received with respect to the Cash
Settlement of Treasury Units and (iii) the amount of Pledged Notes to be
remarketed in the Final Remarketing pursuant to Section 5.02(c)(iii) of the
Purchase Contract Agreement.

         SECTION 5.06. Early Settlement and Cash Merger Early Settlement. Upon
receipt by the Collateral Agent of a notice from the Purchase Contract Agent
that a Holder of Units has elected to effect either (i) Early Settlement of its
obligations under the Purchase Contracts forming a part of such Units in
accordance with the terms of the Purchase Contracts and Section 5.07 of the
Purchase Contract Agreement or (ii) Cash Merger Early Settlement of its
obligations under the Purchase Contracts forming a part of such Units in
accordance with the terms of the Purchase Contracts and Section 5.04(b)(2) of
the Purchase Contract Agreement (which notice shall set forth the number of such
Purchase Contracts as to which such Holder has elected to effect Early
Settlement or Cash Merger Early Settlement), and that the Purchase Contract
Agent has received from such Holder, and paid to the Company as confirmed in
writing by the Company, the related Purchase Price pursuant to the terms of the
Purchase Contracts and the Purchase Contract Agreement and that all conditions
to such Early Settlement or Cash Merger Early Settlement, as the case may be,
have been satisfied, then the Collateral Agent shall release from the Pledge,
(1) Pledged Notes or the Pledged Applicable Ownership Interests in the case of a
Holder of Corporate Units or (2) Pledged Treasury Securities, in the case of a
Holder of Treasury Units, in each case with a Value equal to the product of (x)
the Stated Amount times (y) the number of Purchase Contracts as to which such
Holder has elected to effect Early Settlement or Cash Merger Early Settlement,
and shall instruct the Securities Intermediary to Transfer all such Pledged
Applicable Ownership Interests or Pledged Notes or Pledged Treasury Securities,
as the case may be, to the Purchase Contract Agent for distribution to such
Holder, in each case free and clear of the Pledge created hereby. A holder of
Treasury Units may settle early only in integral multiples of 40 Treasury Units,
and a Holder of Corporate Units, if the Treasury Portfolio has replaced the
Notes as a component of such Corporate Units, may settle early only in integral
multiples of [C] Corporate Units.

         SECTION 5.07. Application of Proceeds in Settlement of Purchase
Contracts.


                                       18

<PAGE>

          (a) If a Holder of Corporate Units (if the Treasury Portfolio has not
replaced the Notes as a component of such Corporate Units) has not elected to
make an effective Cash Settlement by notifying the Purchase Contract Agent in
the manner provided for in Section 5.02(c)(i) of the Purchase Contract Agreement
or does notify the Purchase Contract Agent as provided in paragraph 5.02(c)(i)
of the Purchase Contract Agreement of its intention to pay the Purchase Price in
cash, but fails to make such payment as required by paragraph 5.02(c)(ii) of the
Purchase Contract Agreement, such Holder shall be deemed to have elected to pay
for the shares of Common Stock to be issued under such Purchase Contracts from
the Proceeds of the Final Remarketing of the related Pledged Notes. In such
event, upon written direction from the Purchase Contract Agent, the Collateral
Agent shall instruct the Securities Intermediary to Transfer the related Pledged
Notes to the Remarketing Agent for Final Remarketing. Upon receiving such
Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing
Agreement, will use its reasonable efforts to remarket such Pledged Notes. The
Remarketing Agent will deposit the Proceeds of such Final Remarketing (less, to
the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the
Collateral Account, and the Collateral Agent shall invest the Proceeds of the
Final Remarketing in Permitted Investments set forth in clause (6) of the
definition of Permitted Investments. On the Purchase Contract Settlement Date,
the Purchase Contract Agent shall consult with the Collateral Agent regarding
the instruction the Collateral Agent shall give to the Securities Intermediary
in order to apply a portion of the Proceeds from such Final Remarketing equal to
the aggregate principal amount of such Pledged Notes to satisfy in full such
Holder's obligations to pay the Purchase Price to purchase the shares of Common
Stock under the related Purchase Contracts and the balance of the Proceeds from
the Final Remarketing, if any, that shall be transferred to the Purchase
Contract Agent for distribution to such Holder.

         If the Remarketing Agent advises the Collateral Agent in writing that
there has been a Failed Final Remarketing, the Collateral Agent, for the benefit
of the Company shall, at the written direction of the Company, exercise the
Company's rights as a secured party with respect to the Pledged Notes in
accordance with applicable law or deliver the Pledged Notes to the Company to
retain to the extent permitted by applicable law. Following such action, the
Holder's obligations to pay the Purchase Price for the shares of Common Stock
will be deemed to be satisfied in full.

          (b) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if
the Treasury Portfolio has replaced the Notes as a component of such Corporate
Unit) has not elected to make an effective Cash Settlement by notifying the
Purchase Contract Agent in the manner provided for in Section 5.02(f)(i) of the
Purchase Contract Agreement, or has given such notice but failed to make such
payment in


                                       19

<PAGE>

the manner required by Section 5.02(f)(ii) of the Purchase Contract Agreement,
such Holder shall be deemed to have elected to pay for the shares of Common
Stock to be issued under such Purchase Contracts from the Proceeds of the
related Pledged Treasury Securities or Pledged Applicable Ownership Interests,
as the case may be. Promptly, after 11:00 a.m. (New York City time) on the
Business Day immediately prior to the Purchase Contract Settlement Date, the
Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury
Securities or Pledged Applicable Ownership Interests, as the case may be, in
Permitted Investments set forth in clause (6) of the definition of Permitted
Investments, unless prior to 10:30 a.m. (New York City time) on such date, the
Company shall otherwise instruct the Collateral Agent in writing as to the type
of Permitted Investments in which any such Cash Proceeds shall be invested. In
no event shall the Collateral Agent be liable for the selection of Permitted
Investments or for investment losses incurred thereon. The Collateral Agent
shall have no liability in respect of losses incurred as a result of the failure
of the Company to provide timely written investment direction. Without receiving
any instruction from any such Holder, the Collateral Agent shall apply the
Proceeds of the related Pledged Treasury Securities or Pledged Applicable
Ownership Interests, as the case may be, to the settlement of such Purchase
Contracts on the Purchase Contract Settlement Date. In the event the sum of the
Proceeds from the related Pledged Treasury Securities or Pledged Applicable
Ownership Interests, as the case may be, and the investment earnings from the
investment in Permitted Investments exceeds the aggregate Purchase Price of the
Purchase Contracts being settled thereby, the Collateral Agent shall instruct
the Securities Intermediary to transfer such excess, when received, to the
Purchase Contract Agent for distribution to such Holder.

          (c) Prior to 5:00 p.m. (New York City time) on the fifth Business Day
immediately preceding the applicable Remarketing Date, but no earlier than the
Payment Date immediately preceding such date, Holders of Separate Notes may
elect to have their Separate Notes remarketed under the Remarketing Agreement,
by delivering their Separate Notes along with a notice of such election,
substantially in the form of Exhibit F hereto, to the Custodial Agent. After
such time, such election shall become an irrevocable election to have such
Separate Notes remarketed in such Remarketing and, if such Remarketing fails, in
any subsequent Remarketing. The Custodial Agent shall hold Separate Notes in an
account separate from the Collateral Account in which the Pledged Securities
shall be held. Holders of Separate Notes electing to have their Separate Notes
remarketed will also have the right to withdraw that election by written notice
to the Custodial Agent, substantially in the form of Exhibit G hereto, prior to
5:00 p.m. (New York City time) on the fifth Business Day immediately preceding
the applicable Remarketing Date, upon which notice the Custodial Agent shall
return such Separate Notes to such Holder.


                                       20

<PAGE>

         By 11:00 a.m. (New York City time) on the Business Day immediately
preceding the applicable Remarketing Date, the Custodial Agent shall notify the
Remarketing Agent of the aggregate principal amount of the Separate Notes to be
remarketed and deliver to the Remarketing Agent for remarketing all Separate
Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not
validly withdrawn prior to such date. In the event of a Successful Remarketing,
after deducting the Remarketing Fee (to the extent permitted under the terms of
the Remarketing Agreement), the Remarketing Agent will remit to the Custodial
Agent the remaining portion of the proceeds of such Remarketing for payment to
the Holders of the remarketed Separate Notes, in accordance with their
respective interests. In the event of a Failed Remarketing, the Remarketing
Agent will promptly return such Separate Notes to the Custodial Agent, and, in
the event of a Failed Final Remarketing, the Custodial Agent shall deliver such
Separate Notes to the appropriate Holders.

         SECTION 5.08. Special Event Redemption. If the Collateral Agent
receives written notice that a Special Event Redemption has occurred while Notes
are still credited to the Collateral Account, the Collateral Agent shall apply
the Redemption Amount to purchase the Treasury Portfolio, and the Collateral
Agent shall credit the Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) in the Treasury Portfolio to the Collateral
Account and shall transfer the Applicable Ownership Interests (as specified in
clause (ii)(y) of the definition of such term) in the Treasury Portfolio to the
Purchase Contract Agent for distribution to the Holders of the Corporate Units.
Upon credit to the Collateral Account of the Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) in the Treasury
Portfolio having a Value equal to the aggregate principal amount of the Pledged
Notes, the Collateral Agent shall cause the Securities Intermediary to release
the Pledged Notes from the Collateral Account and shall promptly transfer the
Pledged Notes to the Company.


                                    ARTICLE 6
                          VOTING RIGHTS - PLEDGED NOTES

         SECTION 6.01. Voting Rights. Subject to the terms of Section 4.02 of
the Purchase Contract Agreement, the Purchase Contract Agent may exercise, or
refrain from exercising, any and all voting and other consensual rights
pertaining to the Pledged Notes or any part thereof for any purpose not
inconsistent with the terms of this Agreement and in accordance with the terms
of the Purchase Contract Agreement; provided, that the Purchase Contract Agent
shall not exercise or shall not refrain from exercising such right, as the case
may be, if, in


                                       21

<PAGE>

the judgment of the Purchase Contract Agent, such action would impair or
otherwise have a material adverse effect on the value of all or any of the
Pledged Notes; and provided, further, that the Purchase Contract Agent shall
give the Company and the Collateral Agent at least five Business Days' prior
written notice of the manner in which it intends to exercise, or its reasons for
refraining from exercising, any such right. Upon receipt of any notices and
other communications in respect of any Pledged Notes, including notice of any
meeting at which holders of the Notes are entitled to vote or solicitation of
consents, waivers or proxies of holders of the Notes, the Collateral Agent shall
use reasonable efforts to send promptly to the Purchase Contract Agent such
notice or communication, and as soon as reasonably practicable after receipt of
a written request therefor from the Purchase Contract Agent, execute and deliver
to the Purchase Contract Agent such proxies and other instruments in respect of
such Pledged Notes (in form and substance satisfactory to the Collateral Agent)
as are prepared by the Company and delivered to the Purchase Contract Agent with
respect to the Pledged Notes.


                                    ARTICLE 7
                               RIGHTS AND REMEDIES

         SECTION 7.01.  Rights and Remedies of the Collateral Agent.

          (a) In addition to the rights and remedies specified in Section 5.07
hereof or otherwise available at law or in equity, after an event of default (as
specified in Section 7.01(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the Pledged
Notes, Pledged Treasury Securities or the applicable Pledged Applicable
Ownership Interests in full satisfaction of the Holders' obligations under the
Purchase Contracts and the Purchase Contract Agreement or (2) sale of the
Pledged Notes, Pledged Treasury Securities or the applicable Pledged Applicable
Ownership Interests in one or more public or private sales.

          (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of the applicable Pledged Applicable


                                       22

<PAGE>

Ownership Interests, or on account of principal payments of any Pledged Treasury
Securities as provided in Article 3 hereof, in satisfaction of the Obligations
of the Holder of the Units of which such applicable Pledged Applicable Ownership
Interests or such Pledged Treasury Securities, as applicable, are a part under
the related Purchase Contracts, the inability to make such payments shall
constitute an event of default hereunder and the Collateral Agent shall have and
may exercise, with reference to such Pledged Treasury Securities or Pledged
Applicable Ownership Interests, as applicable, any and all of the rights and
remedies available to a secured party under the UCC and the TRADES Regulations
after default by a debtor, and as otherwise granted herein or under any other
law.

          (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the principal amount of
the Pledged Notes, (ii) the principal amount of the Pledged Treasury Securities
and (iii) the principal amount of the Pledged Applicable Ownership Interests,
subject, in each case, to the provisions of Article 3 hereof, and as otherwise
granted herein.

          (d) The Purchase Contract Agent and each Holder of Units agrees that,
from time to time, upon the written request of the Collateral Agent or the
Purchase Contract Agent, such Holder shall execute and deliver such further
documents and do such other acts and things as the Collateral Agent may
reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
The Purchase Contract Agent shall have no liability to any Holder for executing
any documents or taking any such acts requested by the Collateral Agent
hereunder, except for liability for its own grossly negligent acts, its own
grossly negligent failure to act or its own willful misconduct.

         SECTION 7.02. Special Event Redemption. Upon the occurrence of a
Special Event Redemption while Notes are still credited to the Collateral
Account, the Redemption Price shall be credited to the Collateral Account by the
Collateral Agent upon receipt thereof from the Indenture Trustee, on or prior to
12:30 p.m., New York City time on such Special Event Redemption Date, by federal
funds check or wire transfer of immediately available funds. The Collateral
Agent is hereby authorized to present the Pledged Notes for payment as may be
required by their respective terms. Upon receipt of such funds, the Pledged
Notes shall be released from the Collateral Account. In the event such funds are
credited to the Collateral Account, the Collateral Agent, at the written
direction of the Company, shall instruct the Securities Intermediary to (a)
apply an amount equal to the Redemption Amount of such funds to purchase the
Treasury Portfolio from the Quotation Agent for credit to the Collateral Account
and (b) promptly remit the remaining portion of such funds, if any, to the
Purchase Contract Agent for


                                       23

<PAGE>

payment to the Holders of Corporate Units, in accordance with their respective
interests.

         SECTION 7.03. Initial Remarketing. Unless a Special Event Redemption
has occurred prior to the Initial Remarketing Date, the Collateral Agent shall,
by 11:00 a.m., New York City time, on the Business Day immediately preceding the
Initial Remarketing Date, without any instruction from any Holder of Corporate
Units, present the related Pledged Notes to the Remarketing Agent for Initial
Remarketing. In the event of a Failed Initial Remarketing, the Notes presented
to the Remarketing Agent pursuant to this Section 7.03 for Remarketing shall be
redeposited into the Collateral Account.

         SECTION 7.04. Second Remarketing. Unless a Special Event Redemption has
occurred prior to the Second Remarketing Date, if a Failed Initial Remarketing
has occurred, the Collateral Agent shall, by 11:00 a.m., New York City time, on
the Business Day immediately preceding the Second Remarketing Date, without any
instruction from any Holder of Corporate Units, present the related Pledged
Notes to the Remarketing Agent for Second Remarketing. In the event of a Failed
Second Remarketing, the Notes presented to the Remarketing Agent pursuant to
this Section 7.04 for Remarketing shall be redeposited into the Collateral
Account.

         SECTION 7.05. Third Remarketing. Unless a Special Event Redemption has
occurred prior to the Third Remarketing Date, if a Failed Second Remarketing has
occurred, the Collateral Agent shall, by 11:00 a.m., New York City time, on the
Business Day immediately preceding the Third Remarketing Date, without any
instruction from any Holder of Corporate Units, present the related Pledged
Notes to the Remarketing Agent for Third Remarketing. In the event of a Failed
Third Remarketing, the Notes presented to the Remarketing Agent pursuant to this
Section 7.05 for Remarketing shall be redeposited into the Collateral Account.

         SECTION 7.06. Successful Remarketing. In the event the Collateral Agent
receives Proceeds of the Pledged Notes from any Successful Remarketing prior to
the Final Remarketing Date (after deducting any Remarketing Fee to the extent
permitted under the terms of the Remarketing Agreement), the Collateral Agent
will, at the written direction of the Company, apply an amount equal to the
Treasury Portfolio Purchase Price to purchase from the Quotation Agent the
Treasury Portfolio and promptly remit the remaining portion of such Proceeds to
the Purchase Contract Agent for payment to the Holders of Corporate Units, in
accordance with their respective interests. With respect to Separate Notes, any
Proceeds of such Remarketing (after deducting any Remarketing Fee to the extent
permitted under the terms of the Remarketing Agreement) attributable to the
Separate Notes will be remitted to the Custodial Agent for payment to the
holders


                                       24

<PAGE>

of Separate Notes. The Collateral Agent shall Transfer the Treasury Portfolio to
the Collateral Account and the Pledged Applicable Ownership Interests will
secure the obligation of all Holders of Corporate Units to purchase Common Stock
of the Company under the Purchase Contracts constituting a part of such
Corporate Units, in substitution for the Pledged Notes, which shall be released
from the Collateral Account.

         SECTION 7.07. Substitutions. Whenever a Holder has the right to
substitute Treasury Securities, Notes or security entitlements for any of them
or the appropriate Applicable Ownership Interests (as defined in clause (i) of
the definition of such term) in the Treasury Portfolio, as the case may be, for
financial assets held in the Collateral Account, such substitution shall not
constitute a novation of the security interest created hereby.


                                    ARTICLE 8
                    REPRESENTATIONS AND WARRANTIES; COVENANTS

         SECTION 8.01. Representations and Warranties. Each Holder from time to
time, acting through the Purchase Contract Agent as attorney-in-fact (it being
understood that the Purchase Contract Agent shall not be liable for any
representation or warranty made by or on behalf of a Holder), hereby represents
and warrants to the Collateral Agent (with respect to such Holder's interest in
the Collateral), which representations and warranties shall be deemed repeated
on each day a Holder Transfers Collateral, that:

         (a) such Holder has the power to grant a security interest in and lien
on the Collateral;

          (b) such Holder is the sole beneficial owner of the Collateral and, in
the case of Collateral delivered in physical form, is the sole holder of such
Collateral and is the sole beneficial owner of, or has the right to Transfer,
the Collateral it Transfers to the Collateral Agent for credit to the Collateral
Account, free and clear of any security interest, lien, encumbrance, call,
liability to pay money or other restriction other than the security interest and
lien granted under Article 2 hereof;

          (c) upon the Transfer of the Collateral to the Collateral Agent for
credit to the Collateral Account, the Collateral Agent, for the benefit of the
Company, will have a valid and perfected first priority security interest
therein (assuming that any central clearing operation or any securities
intermediary or other entity not within the control of the Holder involved in
the Transfer of the Collateral,


                                       25

<PAGE>

including the Collateral Agent and the Securities Intermediary, gives the
notices and takes the action required of it hereunder and under applicable law
for perfection of that interest and assuming the establishment and exercise of
control pursuant to Article 4 hereof); and

          (d) the execution and performance by the Holder of its obligations
under this Agreement will not result in the creation of any security interest,
lien or other encumbrance on the Collateral other than the security interest and
lien granted under Article 2 hereof or violate any provision of any existing law
or regulation applicable to it or of any mortgage, charge, pledge, indenture,
contract or undertaking to which it is a party or which is binding on it or any
of its assets.

         SECTION 8.02. Covenants. The Holders from time to time, acting through
the Purchase Contract Agent as their attorney-in-fact (it being understood that
the Purchase Contract Agent shall not be liable for any covenant made by or on
behalf of a Holder), hereby covenant to the Collateral Agent that for so long as
the Collateral remains subject to the Pledge:

          (a) neither the Purchase Contract Agent nor such Holders will create
or purport to create or allow to subsist any mortgage, charge, lien, pledge or
any other security interest whatsoever over the Collateral or any part of it
other than pursuant to this Agreement; and

          (b) neither the Purchase Contract Agent nor such Holders will sell or
otherwise dispose (or attempt to dispose) of the Collateral or any part of it
except for the beneficial interest therein, subject to the Pledge hereunder,
transferred in connection with the Transfer of the Units.


                                    ARTICLE 9
          THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES
                                  INTERMEDIARY

         It is hereby agreed as follows:

         SECTION 9.01. Appointment, Powers and Immunities. The Collateral Agent,
the Custodial Agent or Securities Intermediary shall act as agent for the
Company hereunder with such powers as are specifically vested in the Collateral
Agent, the Custodial Agent or Securities Intermediary, as the case may be, by
the terms of this Agreement. The Collateral Agent, the Custodial Agent and
Securities Intermediary shall:


                                       26

<PAGE>

          (a) have no duties or responsibilities except those expressly set
forth in this Agreement and no implied covenants or obligations shall be
inferred from this Agreement against the Collateral Agent, the Custodial Agent
and Securities Intermediary, nor shall the Collateral Agent, the Custodial Agent
and Securities Intermediary be bound by the provisions of any agreement by any
party hereto beyond the specific terms hereof;

          (b) not be responsible for any recitals contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by it under, this Agreement, the Units or the Purchase Contract
Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement (other than as against the
Collateral Agent, the Custodial Agent or Securities Intermediary, as the case
may be), the Units, any Collateral or the Purchase Contract Agreement or any
other document referred to or provided for herein or therein or for any failure
by the Company or any other Person (except the Collateral Agent, the Custodial
Agent or Securities Intermediary, as the case may be) to perform any of its
obligations hereunder or thereunder or for the perfection, priority or, except
as expressly required hereby, maintenance of any security interest created
hereunder;

          (c) not be required to initiate or conduct any litigation or
collection proceedings hereunder (except pursuant to directions furnished under
Section 9.02 hereof, subject to Section 9.08 hereof);

          (d) not be responsible for any action taken or omitted to be taken by
it hereunder or under any other document or instrument referred to or provided
for herein or in connection herewith or therewith, except for its own gross
negligence or willful misconduct; and

          (e) not be required to advise any party as to selling or retaining, or
taking or refraining from taking any action with respect to, any securities or
other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral
Agent, the Custodial Agent and the Securities Intermediary shall take all
reasonable action in connection with the safekeeping and preservation of the
Collateral hereunder as determined by industry standards.

         No provision of this Agreement shall require the Collateral Agent,
Custodial Agent or Securities Intermediary to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder. In no event shall the Collateral Agent, Custodial Agent or Securities
Intermediary be liable for any amount in excess of the Value of the Collateral.


                                       27

<PAGE>

         SECTION 9.02. Instructions of the Company. The Company shall have the
right, by one or more written instruments executed and delivered to the
Collateral Agent, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
or to direct the taking or refraining from taking of any action authorized by
this Agreement; provided, however, that (i) such direction shall not conflict
with the provisions of any law or of this Agreement or involve the Collateral
Agent in personal liability and (ii) the Collateral Agent shall be indemnified
to its satisfaction as provided herein. Nothing contained in this Section 9.02
shall impair the right of the Collateral Agent in its discretion to take any
action or omit to take any action which it deems proper and which is not
inconsistent with such direction.

         SECTION 9.03. Reliance by Collateral Agent and Securities Intermediary.
Each of the Securities Intermediary, the Custodial Agent and the Collateral
Agent shall be entitled to rely conclusively upon any certification, order,
judgment, opinion, notice or other written communication (including, without
limitation, any thereof by e-mail or similar electronic means, telecopy, telex
or facsimile) believed by it to be genuine and correct and to have been signed
or sent by or on behalf of the proper Person or Persons (without being required
to determine the correctness of any fact stated therein) and consult with and
conclusively rely upon advice, opinions and statements of legal counsel and
other experts selected by the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be. As to any matters not expressly
provided for by this Agreement, the Collateral Agent, the Custodial Agent and
the Securities Intermediary shall in all cases be fully protected in acting, or
in refraining from acting, hereunder in accordance with instructions given by
the Company in accordance with this Agreement.

         SECTION 9.04. Certain Rights. (a) Whenever in the administration of the
provisions of this Agreement the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of gross negligence or bad faith on
the part of the Collateral Agent, the Custodial Agent or the Securities
Intermediary, be deemed to be conclusively proved and established by a
certificate signed by one of the Company's officers, and delivered to the
Collateral Agent, the Custodial Agent or the Securities Intermediary and such
certificate, in the absence of gross negligence or bad faith on the part of the
Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be
full warrant to the Collateral Agent, the Custodial Agent or the Securities
Intermediary for any action taken, suffered or omitted by it under the
provisions of this Agreement upon the faith thereof.


                                       28

<PAGE>

         (b) The Collateral Agent, the Custodial Agent or the Securities
Intermediary shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, entitlement order, approval or other paper or
document.

         SECTION 9.05. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Collateral Agent, the Custodial Agent
or the Securities Intermediary may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be a party, or any corporation succeeding to the
business of the Collateral Agent, the Custodial Agent or the Securities
Intermediary shall be the successor of the Collateral Agent, the Custodial Agent
or the Securities Intermediary hereunder without the execution or filing of any
paper with any party hereto or any further act on the part of any of the parties
hereto except where an instrument of transfer or assignment is required by law
to effect such succession, anything herein to the contrary notwithstanding.

         SECTION 9.06. Rights in Other Capacities. The Collateral Agent, the
Custodial Agent and the Securities Intermediary and their affiliates may
(without having to account therefor to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind of banking,
trust or other business with the Purchase Contract Agent, any other Person
interested herein and any Holder of Units (and any of their respective
subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, and the
Collateral Agent, the Custodial Agent, the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract
Agent and any Holder of Units without having to account for the same to the
Company; provided that each of the Securities Intermediary, the Custodial Agent
and the Collateral Agent covenants and agrees with the Company that it shall not
accept, receive or permit there to be created in favor of itself and shall take
no affirmative action to permit there to be created in favor of any other
Person, any security interest, lien or other encumbrance of any kind in or upon
the Collateral other than the lien created by the Pledge.

         SECTION 9.07. Non-Reliance on Collateral Agent, the Custodial Agent and
Securities Intermediary. None of the Securities Intermediary, the Custodial
Agent or the Collateral Agent shall be required to keep itself informed as to
the performance or observance by the Purchase Contract Agent or any Holder of
Units of this Agreement, the Purchase Contract Agreement, the Units or any other
document referred to or provided for herein or therein or to inspect the
properties or books of the Purchase Contract Agent or any Holder of Units. None
of the Collateral Agent, the Custodial Agent or the Securities Intermediary
shall have any duty or responsibility to provide the Company with any credit or
other information


                                       29

<PAGE>

concerning the affairs, financial condition or business of the Purchase Contract
Agent or any Holder of Units (or any of their respective affiliates) that may
come into the possession of the Collateral Agent, the Custodial Agent or the
Securities Intermediary or any of their respective affiliates.

         SECTION 9.08.  Compensation and Indemnity.  The Company agrees to:

          (a) pay the Collateral Agent, the Custodial Agent and the Securities
Intermediary from time to time such compensation as shall be agreed in writing
between the Company and the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, for all services rendered by them
hereunder;

          (b) indemnify and hold harmless the Collateral Agent, the Custodial
Agent, the Securities Intermediary and each of their respective directors,
officers, agents and employees (collectively, the "INDEMNITEES"), harmless from
and against any and all claims, liabilities, losses, damages, fines, penalties
and expenses (including reasonable fees and expenses of counsel) (collectively,
"Losses" and individually, a "LOSS") that may be imposed on, incurred by, or
asserted against, the Indemnitees or any of them for following any instructions
or other directions upon which either the Collateral Agent, the Custodial Agent
or the Securities Intermediary is entitled to rely pursuant to the terms of this
Agreement, provided the Collateral Agent, the Custodial Agent or the Securities
Intermediary has not acted with gross negligence or engaged in willful
misconduct or bad faith with respect to the specific Loss against which
indemnification is sought; and

          (c) in addition to and not in limitation of paragraph (b) immediately
above, indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be imposed on, incurred by or asserted
against, the Indemnitees or any of them in connection with or arising out of the
Collateral Agent's, the Custodial Agent's or the Securities Intermediary's
acceptance or performance of its powers and duties under this Agreement,
provided the Collateral Agent, the Custodial Agent or the Securities
Intermediary has not acted with gross negligence or engaged in willful
misconduct or bad faith with respect to the specific Loss against which
indemnification is sought.

         The provisions of this Section and Section 11.07 shall survive the
resignation or removal of the Collateral Agent, Custodial Agent or Securities
Intermediary and the termination of this Agreement.

         SECTION 9.09. Failure to Act. In the event of any ambiguity in the
provisions of this Agreement or any dispute between or conflicting claims by or
among the parties hereto or any other Person with respect to any funds or
property


                                       30
<PAGE>

deposited hereunder, then at its sole option, each of the Collateral Agent, the
Custodial Agent and the Securities Intermediary shall be entitled, after prompt
notice to the Company and the Purchase Contract Agent, to refuse to comply with
any and all claims, demands or instructions with respect to such property or
funds so long as such dispute or conflict shall continue, and the Collateral
Agent, the Custodial Agent and the Securities Intermediary shall not be or
become liable in any way to any of the parties hereto for its failure or refusal
to comply with such conflicting claims, demands or instructions. The Collateral
Agent, the Custodial Agent and the Securities Intermediary shall be entitled to
refuse to act until either:

       (a) such conflicting or adverse claims or demands shall have been finally
determined by a court of competent jurisdiction or settled by agreement between
the conflicting parties as evidenced in a writing satisfactory to the Collateral
Agent, the Custodial Agent or the Securities Intermediary; or

       (b) the Collateral Agent, the Custodial Agent or the Securities
Intermediary shall have received security or an indemnity satisfactory to it
sufficient to save it harmless from and against any and all loss, liability or
reasonable out-of-pocket expense which it may incur by reason of its acting.

The Collateral Agent, the Custodial Agent and the Securities Intermediary may in
addition elect to commence an interpleader action or seek other judicial relief
or orders as the Collateral Agent, the Custodial Agent or the Securities
Intermediary may deem necessary. Notwithstanding anything contained herein to
the contrary, none of the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be required to take any action that is in its
opinion contrary to law or to the terms of this Agreement, or which would in its
opinion subject it or any of its officers, employees or directors to liability.

       SECTION 9.10. Resignation of Collateral Agent, the Custodial Agent and
Securities Intermediary.

       (a) Subject to the appointment and acceptance of a successor Collateral
Agent, Custodial Agent or Securities Intermediary as provided below:

              (i) the Collateral Agent, the Custodial Agent and the Securities
       Intermediary may resign at any time by giving notice thereof to the
       Company and the Purchase Contract Agent as attorney-in-fact for the
       Holders of Units;

              (ii) the Collateral Agent, the Custodial Agent and the Securities
       Intermediary may be removed at any time by the Company; and

                                       31
<PAGE>

              (iii) if the Collateral Agent, the Custodial Agent or the
       Securities Intermediary fails to perform any of its material obligations
       hereunder in any material respect for a period of not less than 20 days
       after receiving written notice of such failure by the Purchase Contract
       Agent and such failure shall be continuing, the Collateral Agent, the
       Custodial Agent and the Securities Intermediary may be removed by the
       Purchase Contract Agent, acting at the direction of the Holders of Units.

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Collateral Agent, the Custodial Agent or the Securities Intermediary
pursuant to clause (iii) of this Section 9.10(a). Upon any such resignation or
removal, the Company shall have the right to appoint a successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, which
shall not be an Affiliate of the Purchase Contract Agent. If no successor
Collateral Agent, Custodial Agent or Securities Intermediary shall have been so
appointed and shall have accepted such appointment within 30 days after the
retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's
giving of notice of resignation or the Company's or the Purchase Contract
Agent's giving notice of such removal, then the retiring or removed Collateral
Agent, Custodial Agent or Securities Intermediary may petition any court of
competent jurisdiction, at the expense of the Company, for the appointment of a
successor Collateral Agent, Custodial Agent or Securities Intermediary. The
Collateral Agent, the Custodial Agent and the Securities Intermediary shall each
be a bank or a national banking association which has an office (or an agency
office) in New York City with a combined capital and surplus of at least
$50,000,000. Upon the acceptance of any appointment as Collateral Agent,
Custodial Agent or Securities Intermediary hereunder by a successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, such
successor Collateral Agent, Custodial Agent or Securities Intermediary, as the
case may be, shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Collateral Agent, Custodial Agent
or Securities Intermediary, as the case may be, and the retiring Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, shall
take all appropriate action, subject to payment of any amounts then due and
payable to it hereunder, to transfer any money and property held by it hereunder
(including the Collateral) to such successor. The retiring Collateral Agent,
Custodial Agent or Securities Intermediary shall, upon such succession, be
discharged from its duties and obligations as Collateral Agent, Custodial Agent
or Securities Intermediary hereunder. After any retiring Collateral Agent's,
Custodial Agent's or Securities Intermediary's resignation hereunder as
Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of
this Article 9 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Collateral
Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of
the Collateral


                                       32
<PAGE>

Agent, Custodial Agent or Securities Intermediary hereunder, at a time when such
Person is acting as the Collateral Agent, Custodial Agent or Securities
Intermediary, shall be deemed for all purposes of this Agreement as the
simultaneous resignation or removal of the Collateral Agent, Securities
Intermediary or Custodial Agent, as the case may be.

       (b) Since SunTrust Bank is serving as the Collateral Agent hereunder and
the Purchase Contract Agent under the Purchase Contract Agreement, if an event
of default (other than an event of default occurring as a result of a Failed
Final Remarketing) occurs hereunder or under the Purchase Contract Agreement,
SunTrust Bank will resign as the Collateral Agent, but continue to act as the
Purchase Contract Agent. A successor Collateral Agent will be appointed in
accordance with the terms hereof.

       SECTION 9.11. Right to Appoint Agent or Advisor. The Collateral Agent
shall have the right to appoint agents or advisors in connection with any of its
duties hereunder, and the Collateral Agent shall not be liable for any action
taken or omitted by, or in reliance upon the advice of, such agents or advisors
selected in good faith. The appointment of agents pursuant to this Section 9.11
shall be subject to prior written consent of the Company, which consent shall
not be unreasonably withheld.

       SECTION 9.12. Survival. The provisions of this Article 9 shall survive
termination of this Agreement and the resignation or removal of the Collateral
Agent, the Custodial Agent or the Securities Intermediary.

       SECTION 9.13. Exculpation. Anything contained in this Agreement to the
contrary notwithstanding, in no event shall the Collateral Agent, the Custodial
Agent or the Securities Intermediary or their officers, directors, employees or
agents be liable under this Agreement to any third party for indirect, special,
punitive, or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, whether or not the likelihood of such loss or
damage was known to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, or any of them and regardless of the form of action.



                                       33
<PAGE>

                                   ARTICLE 10

                                    AMENDMENT

       SECTION 10.01. Amendment Without Consent of Holders. Without the consent
of any Holders, the Company, when authorized by a Board Resolution, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Purchase Contract Agent, at any time and from time to time, may amend this
Agreement, in form satisfactory to the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
to:

       (a) evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company;

       (b) evidence and provide for the acceptance of appointment hereunder by a
successor Collateral Agent, Custodial Agent, Securities Intermediary or Purchase
Contract Agent;

       (c) add to the covenants of the Company for the benefit of the Holders,
or surrender any right or power herein conferred upon the Company, provided that
such covenants or such surrender do not adversely affect the validity,
perfection or priority of the Pledge created hereunder; or

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

       SECTION 10.02. Amendment with Consent of Holders. With the consent of the
Holders of not less than a majority of the Purchase Contracts at the time
outstanding, including without limitation the consent of the Holders obtained in
connection with a tender or an exchange offer, by Act of such Holders delivered
to the Company, the Purchase Contract Agent, the Custodial Agent, the Securities
Intermediary and the Collateral Agent, as the case may be, the Company, when
duly authorized by a Board Resolution, the Purchase Contract Agent, the
Collateral Agent, the Securities Intermediary and the Collateral Agent may amend
this Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the Holders in respect of the Units; provided,
however, that no such supplemental agreement shall, without the unanimous
consent of the Holders of each Outstanding Unit adversely affected thereby in
any material respect:


                                       34
<PAGE>

       (a) change the amount or type of Collateral underlying a Unit (except for
the rights of holders of Corporate Units to substitute the Treasury Securities
for the Pledged Notes or the Pledged Applicable Ownership Interests, as the case
may be, or the rights of Holders of Treasury Units to substitute Notes or the
Applicable Ownership Interests (as specified in clause (i) of the definition of
such term) in the Treasury Portfolio, as applicable, for the Pledged Treasury
Securities), unless such change is not adverse to the Holders, impair the right
of the Holder of any Unit to receive distributions on the underlying Collateral
or otherwise adversely affect the Holder's rights in or to such Collateral; or

       (b) otherwise effect any action that would require the consent of the
Holder of each Outstanding Unit affected thereby pursuant to the Purchase
Contract Agreement if such action were effected by a modification or amendment
of the provisions of the Purchase Contract Agreement; or

       (c) reduce the percentage of Purchase Contracts the consent of whose
Holders is required for the modification or amendment of the provisions of this
Agreement;

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

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

       SECTION 10.03. Execution of Amendments. In executing any amendment
permitted by this Article, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 7.01 of the Purchase Contract Agreement with
respect to the Purchase Contract Agent) shall be fully authorized and protected
in relying upon, an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent, if any, to the execution and delivery of such amendment have been
satisfied. The Collateral Agent, Custodial Agent, Securities Intermediary and
Purchase Contract Agent may, but shall not be obligated to, enter into any such
amendment which affects


                                       35
<PAGE>

their own respective rights, duties or immunities under this Agreement or
otherwise.

       SECTION 10.04. Effect of Amendments. Upon the execution of any amendment
under this Article, this Agreement shall be modified in accordance therewith,
and such amendment 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 under the Purchase Contract Agreement
shall be bound thereby.

       SECTION 10.05. Reference of Amendments. Certificates authenticated,
executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter provided for
in such amendment. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in accordance with the Purchase
Contract Agreement in exchange for Certificates representing Outstanding Units.



                                   ARTICLE 11

                                  MISCELLANEOUS

       SECTION 11.01. No Waiver. No failure on the part of the Company, the
Collateral Agent, the Custodial 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 Collateral Agent, the Custodial 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.

       SECTION 11.02. Governing Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. The Company, the Collateral Agent, the Custodial Agent, the Securities
Intermediary and the Holders from time to time of the Units, acting through the
Purchase


                                       36
<PAGE>

Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York state court sitting in New York City for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. The Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Holders from time to time
of the Units, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

       SECTION 11.03. Notices. All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to the
intended recipient at the "ADDRESS FOR NOTICES" specified below its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telecopier or personally delivered or, in the
case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.

       SECTION 11.04. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Purchase Contract Agent, and the Holders from time to time of the Units,
by their acceptance of the same, shall be deemed to have agreed to be bound by
the provisions hereof and to have ratified the agreements of, and the grant of
the Pledge hereunder by, the Purchase Contract Agent.

       SECTION 11.05. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

       SECTION 11.06. Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.


                                       37
<PAGE>

       SECTION 11.07. Expenses, Etc. The Company agrees to reimburse the
Collateral Agent, the Custodial Agent and the Securities Intermediary for:

       (a) all reasonable costs and expenses of the Collateral Agent, the
Custodial Agent and the Securities Intermediary (including, without limitation,
the reasonable fees and expenses of counsel to the Collateral Agent, the
Custodial Agent and the Securities Intermediary), in connection with (i) the
negotiation, preparation, execution and delivery or performance of this
Agreement and (ii) any modification, supplement or waiver of any of the terms of
this Agreement;

       (b) all reasonable costs and expenses of the Collateral Agent, the
Custodial Agent and the Securities Intermediary (including, without limitation,
reasonable fees and expenses of counsel) in connection with (i) any enforcement
or proceedings resulting or incurred in connection with causing any Holder of
Units to satisfy its obligations under the Purchase Contracts forming a part of
the Units and (ii) the enforcement of this Section 11.07;

       (c) all transfer, stamp, documentary or other similar taxes, assessments
or charges levied by any governmental or revenue authority in respect of this
Agreement or any other document referred to herein and all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated
hereby;

       (d) all reasonable fees and expenses of any agent or advisor appointed by
the Collateral Agent and consented to by the Company under Section 9.11 of this
Agreement; and

       (e) any other out-of-pocket costs and expenses reasonably incurred by the
Collateral Agent, the Custodial Agent and the Securities Intermediary in
connection with the performance of their duties hereunder.

       SECTION 11.08. Security Interest Absolute. All rights of the Collateral
Agent and security interests hereunder, and all obligations of the Holders from
time to time hereunder, shall be absolute and unconditional irrespective of:

       (a) any lack of validity or enforceability of any provision of the
Purchase Contracts or the Units or any other agreement or instrument relating
thereto;

       (b) any change in the time, manner or place of payment of, or any other
term of, or any increase in the amount of, all or any of the obligations of
Holders of the Units under the related Purchase Contracts, or any other
amendment or waiver of any term of, or any consent to any departure from any
requirement of,


                                       38
<PAGE>

the Purchase Contract Agreement or any Purchase Contract or any other agreement
or instrument relating thereto; or

       (c) any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledgor.

       SECTION 11.09. Notice of Special Event, Special Event Redemption and
Termination Event. Upon the occurrence of a Special Event, a Special Event
Redemption or a Termination Event, the Company shall deliver written notice to
the Purchase Contract Agent, the Collateral Agent and the Securities
Intermediary. Upon the written request of the Collateral Agent or the Securities
Intermediary, the Company shall inform such party whether or not a Special
Event, a Special Event Redemption or a Termination Event has occurred.

                       [SIGNATURES ON THE FOLLOWING PAGE]




                                       39
<PAGE>

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

The PHOENIX COMPANIES, INC.,                SUNTRUST BANK, as
                                            Purchase Contract Agent and
                                            as attorney-in-fact of the Holders
                                            from time to time of the Units

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


Address for Notices:                        Address for Notices:

The Phoenix Companies, Inc.                 SunTrust Bank
One American Row                            25 Park Place, 24th Floor
Hartford, Connecticut 06102-5056            Atlanta, Georgia 30303
Telephone: (860) 403-5000                   Fax: [.]
Attention: General Counsel                  Attention: Corporate Trust Division



SUNTRUST BANK,
as Collateral Agent, Custodial Agent and
Securities Intermediary

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

Address for Notices:
SunTrust Bank
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [.]
Attention: Corporate Trust Division



<PAGE>

                                                                       EXHIBIT A

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                          (Creation of Treasury Units)



SunTrust Bank
The Collateral Agent
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [.]
Attention: Corporate Trust Division


     Re:       _________ Corporate Units of The Phoenix Companies, Inc. (the
               "COMPANY")

               The securities account of SunTrust Bank, as Collateral Agent,
               maintained by the Securities Intermediary and designated
               "SunTrust Bank, as Collateral Agent of The Phoenix Companies,
               Inc., as pledgee of SunTrust Bank, as the Purchase Contract Agent
               on behalf of and as attorney-in-fact for the Holders" (the
               "COLLATERAL ACCOUNT")

        Please refer to the Pledge Agreement, dated as of December 20, 2002 (the
"PLEDGE AGREEMENT"), among the Company, you, as Collateral Agent, as Securities
Intermediary and as Custodial Agent and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of Corporate Units from time to
time. Capitalized terms used herein but not defined shall have the meaning set
forth in the Pledge Agreement.

        We hereby notify you in accordance with Section 5.02 of the Pledge
Agreement that the holder of securities named below (the "HOLDER") has elected
to substitute $__________ Value of Treasury Securities or security entitlements
with respect thereto in exchange for an equal Value of Pledged Notes relating to
_________ Corporate Units and has delivered to the undersigned a notice stating
that the Holder has Transferred such Treasury Securities or security
entitlements with respect thereto to the Securities Intermediary, for credit to
the Collateral Account.


<PAGE>

        We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral Account, to release to the undersigned an equal
Value of Pledged Notes in accordance with Section 5.02 of the Pledge Agreement.

                                            SUNTRUST BANK,
Date:                                       as Purchase Contract Agent and as
                                            attorney-in-fact of the Holders from
                                            time to time of the Units


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


<PAGE>


Please print name and address of Holder electing to substitute Treasury
Securities or security entitlements with respect thereto for the Pledged Notes:


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



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


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

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


<PAGE>

                                                                       EXHIBIT B

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                          (Creation of Treasury Units)



SunTrust Bank
The Securities Intermediary
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [.]
Attention: Corporate Trust Division

Re:     __________ Corporate Units of The Phoenix Companies, Inc. (the
        "COMPANY")

        The securities account of SunTrust Bank, as Collateral Agent, maintained
        by the Securities Intermediary and designated "SunTrust Bank, as
        Collateral Agent of The Phoenix Companies, Inc., as pledgee of SunTrust
        Bank, as the Purchase Contract Agent on behalf of and as
        attorney-in-fact for the Holders" (the "COLLATERAL ACCOUNT")

        Please refer to the Pledge Agreement, dated as of December 20, 2002 (the
"PLEDGE AGREEMENT"), among the Company, you, as Securities Intermediary,
SunTrust Bank, as Purchase Contract Agent and as attorney-in-fact for the
holders of Corporate Units from time to time, and the undersigned, as Collateral
Agent. Capitalized terms used herein but not defined shall have the meanings set
forth in the Pledge Agreement.

        When you have confirmed that $__________ Value of Treasury Securities or
security entitlements thereto has been credited to the Collateral Account by or
for the benefit of _________, as Holder of Corporate Units (the "HOLDER"), you
are hereby instructed to release from the Collateral Account an equal Value of
Pledged Notes or security entitlements with respect thereto relating to _____
Corporate Units of the Holder by Transfer to the Purchase Contract Agent.


<PAGE>


                                            SUNTRUST BANK
                                            as Collateral Agent
Dated:
      ---------------

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


<PAGE>


Please print name and address of Holder:



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


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


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

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


<PAGE>

                                                                       EXHIBIT C
                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                        (Recreation of Corporate Units )

SunTrust Bank
The Collateral Agent
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [.]
Attention: Corporate Trust Division

Re:     ____________ Treasury Units of The Phoenix Companies, Inc. (the
        "COMPANY")

        Please refer to the Pledge Agreement dated as of December 20, 2002 (the
"PLEDGE AGREEMENT"), among the Company, you, as Collateral Agent, as Securities
Intermediary, as Custodial Agent and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the holders of Treasury Units from time to time.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

        We hereby notify you in accordance with Section 5.03(a) of the Pledge
Agreement that the holder of securities named below (the "HOLDER") has elected
to substitute $ _______ Value of Notes or security entitlements with respect
thereto in exchange for $__________ Value of Pledged Treasury Securities and has
delivered to the undersigned a notice stating that the holder has Transferred
such Notes or security entitlements with respect thereto to the Securities
Intermediary, for credit to the Collateral Account.

        We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Notes or security entitlements with respect thereto have
been credited to the Collateral Account, to release to the undersigned
$__________ Value of Treasury Securities or security entitlements with respect
thereto related to _____ Treasury Units of such Holder in accordance with
Section 5.03(a) of the Pledge Agreement.

                                            SUNTRUST BANK
                                            as Purchase Contract Agent

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


<PAGE>

                                            Title:

Please print name and address of Holder electing to substitute Notes or security
entitlements with respect thereto for Pledged Treasury Securities:


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


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


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

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


<PAGE>

                                                                       EXHIBIT D

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                         (Recreation of Corporate Units)

SunTrust Bank
The Securities Intermediary
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [*]
Attention: Corporate Trust Division

Re:     ___________ Treasury Units of The Phoenix Companies,
Inc. (the "COMPANY")

        The securities account of SunTrust Bank, as Collateral Agent, maintained
        by the Securities Intermediary and designated "SunTrust Bank, as
        Collateral Agent of The Phoenix Companies, Inc., as pledgee of SunTrust
        Bank, as the Purchase Contract Agent on behalf of and as
        attorney-in-fact for the Holders" (the "COLLATERAL ACCOUNT")

        Please refer to the Pledge Agreement dated as of December 20, 2002 (the
"PLEDGE AGREEMENT"), among the Company, you, as Securities Intermediary,
Custodial Agent and Collateral Agent and SunTrust Bank, as Purchase Contract
Agent and as attorney-in-fact for the holders of Corporate Units from time to
time, and the undersigned, as Collateral Agent. Capitalized terms used herein
but no defined shall have the meaning set forth in the Pledge Agreement.

        When you have confirmed that $ __________ Value of Notes or security
entitlements with respect thereto has been credited to the Collateral Account by
or for the benefit of ________________, as Holder of Treasury Units (the
"HOLDER"), you are hereby instructed to release from the Collateral Account $
__________ Value of Treasury Securities or security entitlements thereto by
Transfer to the Purchase Contract Agent.


                                    SUNTRUST BANK,
                                    as Collateral Agent

Dated:_______________               By:_______________________
                                       Name:
                                       Title:

<PAGE>



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


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

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

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




<PAGE>



                                                                       EXHIBIT E

                    NOTICE OF CASH SETTLEMENT FROM COLLATERAL
                        AGENT TO PURCHASE CONTRACT AGENT
                            (Cash Settlement Amounts)

SunTrust Bank
The Purchase Contract Agent
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [*]
Attention: Corporate Trust Division


Re: __________ Corporate Units of The Phoenix Companies, Inc. (the "COMPANY")
__________ Treasury Units of the Company

        Please refer to the Pledge Agreement dated as of December 20, 2002 (the
"PLEDGE AGREEMENT"), by and among you, the Company, and SunTrust Bank, as
Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise
defined herein, terms defined in the Pledge Agreement are used herein as defined
therein.

        In accordance with Section 5.05(d) of the Pledge Agreement, we hereby
notify you that as of 11:00 a.m. (New York City time) on the fourth Business Day
immediately preceding February 16, 2006 (the "PURCHASE CONTRACT SETTLEMENT
DATE"), we have received (i) $ _______________ in immediately available funds
paid in an aggregate amount equal to the Purchase Price due to the Company on
the Purchase Contract Settlement Date with respect to ________________ Corporate
Units, (ii) $ ___________ in immediately available funds paid in an aggregate
amount equal to the Purchase Price due to the Company on the Purchase Contract
Settlement Date with respect to ______ Treasury Units and (iii) based on the
funds received set forth in clause (i) above, an aggregate principal amount of
$_________ of Pledged Notes are to be tendered for purchase in the Final
Remarketing.


                                    SUNTRUST BANK,
                                    as Collateral Agent,


Dated:_______________               By:_______________________
                                       Name:
                                       Title:


<PAGE>



                                                                       EXHIBIT F

              INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

SunTrust Bank
The Custodial Agent
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [*]
Attention: Corporate Trust Division

                Re: Notes Due February 16, 2008 of The Phoenix Companies, Inc.
(the "COMPANY")

     The undersigned hereby notifies you in accordance with Section 5.07(c) of
the Pledge Agreement, dated as of December 20, 2002 (the "PLEDGE AGREEMENT"),
among the Company, you, as Collateral Agent, Custodial Agent and Securities
Intermediary and SunTrust Bank, as the Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units from time to time, that the
undersigned elects to deliver $______________ aggregate principal amount of
Separate Notes for delivery to the Remarketing Agent prior to 5:00 p.m. (New
York City time) on the fifth Business Day immediately preceding the _______
Remarketing Date for remarketing pursuant to Section 5.07(c) of the Pledge
Agreement. The undersigned will, upon request of the Remarketing Agent, execute
and deliver any additional documents deemed by the Remarketing Agent or by the
Company to be necessary or desirable to complete the sale, assignment and
transfer of the Separate Notes tendered hereby. Capitalized terms used herein
but not defined shall have the meaning set forth in the Pledge Agreement.

     The undersigned hereby instructs you, upon receipt of the Proceeds of such
remarketing from the Remarketing Agent, to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under "A.
Payment Instructions." The undersigned hereby instructs you, in the event of a
Failed Final Remarketing, upon receipt of the Separate Notes tendered herewith
from the Remarketing Agent, to deliver such Separate Notes to the person(s) and
the address(es) indicated herein under "B. Delivery Instructions."

     With this notice, the undersigned hereby (i) represents and warrants that
the undersigned has full power and authority to tender, sell, assign and
transfer the Separate Notes tendered hereby and that the undersigned is the
record owner of any Notes tendered herewith in physical form or a participant in
The Depositary Trust Company ("DTC") and the beneficial owner of any Notes
tendered herewith by book-entry transfer to your account at DTC, (ii) agrees to
be bound by the
<PAGE>

terms and conditions of Section 5.07(c) of the Pledge Agreement and (iii)
acknowledges and agrees that after 5:00 p.m. (New York City time) on the fifth
Business Day immediately preceding the ________ Remarketing Date, such election
shall become an irrevocable election to have such Separate Notes remarketed in
the Remarketing and, in the case of a Failed Remarketing, in any subsequent
Remarketing, and that the Separate Notes tendered herewith will only be returned
in the event of a Failed Final Remarketing.



Date:_____________

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


                             By:_________________________________
                             Name:
                             Title:
                             Signature Guarantee:___________________


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

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

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

<PAGE>







A.   PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.


Name(s)


(Please Print)
Address

(Please Print)



(Zip Code)

(Tax Identification or Social Security Number)



B.   DELIVERY INSTRUCTIONS

In the event of a failed final remarketing, Notes which are in physical form
should be delivered to the person(s) set forth below and mailed to the address
set forth below.
Name(s)

(Please Print)
Address

(Please Print)


(Zip Code)


(Tax Identification or Social Security Number)

<PAGE>

In the event of a failed final remarketing, Notes which are in book-entry form
should be credited to the account at The Depository Trust Company set forth
below.

------------------
DTC Account Number

Name of Account Party:_________________________________





<PAGE>


                                                                       EXHIBIT G

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING
                           WITHDRAWAL FROM REMARKETING

SunTrust Bank
The Custodial Agent
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Fax: [*]
Attention: Corporate Trust Division

               Re:  Notes due February 16, 2008 of The Phoenix Companies, Inc.
(the "COMPANY")

     The undersigned hereby notifies you in accordance with Section 5.07(c) of
the Pledge Agreement, dated as of December 20, 2002 (the "PLEDGE AGREEMENT"),
among the Company and you, as Collateral Agent, Custodial Agent and Securities
Intermediary, and SunTrust Bank, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units from time to time, that the
undersigned elects to withdraw the $_________ aggregate principal amount of
Separate Notes delivered to the Collateral Agent on _________, 200_ for
remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned
hereby instructs you to return such Notes to the undersigned in accordance with
the undersigned's instructions. With this notice, the Undersigned hereby agrees
to be bound by the terms and conditions of Section 5.07(c) of the Pledge
Agreement. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.

Date:_____________
                                    ------------------------------------
                                    By:_________________________________
                                    Name:
                                    Title:
                                    Signature Guarantee:___________________


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

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

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