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                                                                EXHIBIT 10.35


Confidential Treatment requested. Confidential portions of this document have
been redacted and have been separately filed with the Commission.
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                                                                   EXHIBIT 10.35


                             [BANK OF AMERICA LOGO]
                         EQUITY FINANCIAL PRODUCTS GROUP


                        MASTER STOCK PURCHASE AGREEMENT
              SPECIALIZED TERM APPRECIATION RETENTION SALE (STARS)

                                TABLE OF CONTENTS

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01.  Definitions

                                    ARTICLE 2
                                  TRANSACTIONS

SECTION 2.01.  Transaction Confirmations

                                    ARTICLE 3
                                SALE AND PURCHASE

SECTION 3.01.  Sale and Purchase
SECTION 3.02.  Payment for and Delivery of Shares

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF SELLER

SECTION 4.01.  Representations and Warranties of Seller

                                    ARTICLE 5
                        CONDITIONS TO BUYER'S OBLIGATIONS

SECTION 5.01.  Conditions

                                    ARTICLE 6
                                    COVENANTS

SECTION 6.01.  Taxes
SECTION 6.02.  Forward Contract
SECTION 6.03.  Notices
SECTION 6.04.  Further Assurances
SECTION 6.05.  Securities Contract
SECTION 6.06.  Indemnity

                                    ARTICLE 7
                                   ADJUSTMENTS

SECTION 7.01.  Dilution Adjustments
SECTION 7.02.  Merger Events
SECTION 7.03.  Nationalization and Insolvency
SECTION 7.04.  Termination and Payment

                                    ARTICLE 8
                                  ACCELERATION

SECTION 8.01.  Acceleration

                                    ARTICLE 9
                                  MISCELLANEOUS

SECTION 9.01.  Notices
SECTION 9.02.  Governing Law; Severability; Submission to Jurisdiction; Waiver
               of Jury Trial
SECTION 9.03.  Confidentiality
SECTION 9.04.  Entire Agreement
SECTION 9.05.  Amendments, Waivers
SECTION 9.06.  No Third Party Rights, Successors and Assigns
SECTION 9.07.  Counterparts
SECTION 9.08.  Early Termination
SECTION 9.09.  Agreements

      THIS AGREEMENT is made as of the date stated on the last page hereof among
the counterparty name on the last page hereof and any successor to such
counterparty

<PAGE>   3
("SELLER") and BANK OF AMERICA, N.A. ("BUYER").

      WHEREAS, Seller owns or may own from time to time shares of common stock
of one or more issuers, or security entitlements in respect thereof;

      WHEREAS, Seller has agreed, pursuant to the Pledge Agreement (as defined
herein), to grant Buyer a security interest in certain Common Stock to secure
the obligations of Seller hereunder;

      WHEREAS, Seller and Buyer may wish to sell and purchase shares of such
common stock, or security entitlements in respect thereof, from time to time and
on the terms set forth herein and in certain confirmations hereunder;

      NOW, THEREFORE, in consideration of their mutual covenants herein
contained, the parties hereto, intending to be legally bound, hereby mutually
covenant and agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      SECTION 1.01. Definitions. As used herein, the following words and phrases
shall have the following meanings:

      "ACCELERATION AMOUNT" has the meaning provided in Section 8.01.

      "ACCELERATION AMOUNT NOTICE" has the meaning provided in Section 8.01.

      "ACCELERATION DATE" has the meaning provided in Section 8.01.

      "ACCELERATION VALUE" has the meaning provided in Section 8.01.

      "BANKRUPTCY CODE" has the meaning provided in Section 6.05.

      "BASE AMOUNT" means, with respect to any Maturity Date for any
Transaction, the number of shares of Common Stock designated as such in the
applicable Transaction Confirmation.

      "BUSINESS DAY" means any day on which commercial banks are open for
business in New York City and the New York Stock Exchange is not closed.

      "CALCULATION AGENT" means Bank of America, N.A.

       "CLOSING PRICE" means, with respect to any security on any Trading Day
(the "VALUATION DATE"), the arithmetic mean of the closing bid price and the
closing offer price (or, if no closing bid price or closing offer price is
reported, the last quoted bid price or offer price for such security on the
Exchange on the Valuation Date), or if such security is not so reported, the
last quoted bid price or offer price in the over-the-counter market as reported
by the National Quotation Bureau or similar organization or, if such bid price
or offer price is not available, the market value of such security on the
Valuation Date as determined by the Calculation Agent in a commercially
reasonable manner; provided that if there is a Market Disruption Event on any
Valuation Date, then the Valuation Date shall be the first succeeding Business
Day on which there is no Market Disruption Event, unless there is a Market
Disruption Event on each of the five Business Days immediately following the
original date that, but for the Market Disruption Event, would have been the
Valuation Date, in which case (i) that fifth Business Day shall be deemed to be
the Valuation Date, notwithstanding the Market Disruption Event and (ii) the
Calculation Agent shall, in a commercially reasonable manner, determine the
Closing Price as of that fifth Business Day.

      "COLLATERAL AGENT" has the meaning provided in the Pledge Agreement.

      "COMMON STOCK" means, for any Transaction, the class of common stock that
is the subject of such transaction, as identified in the applicable Transaction
Confirmation.

      "COMPANY" means, for any Transaction, the issuer of the Common Stock that
is the subject of such Transaction, as identified in the applicable Transaction
Confirmation.

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      "DOWNSIDE PROTECTION THRESHOLD PRICE" means, for any Transaction, the
price specified as the Downside Protection Threshold Price in the applicable
Transaction Confirmation.

      "EVENT OF DEFAULT" has the meaning provided in Section 8.01.

      "EXCHANGE" means, for any Transaction at any time, the principal national
securities exchange or automated quotation system, if any, on which the Common
Stock that is the subject of such Transaction is listed or quoted at such time.

      "EXTRAORDINARY DIVIDEND" means, for any Transaction, any distribution or
dividend made or paid with respect to the Common Stock that is the subject of
such Transaction that meets the definition of Extraordinary Dividend set forth
in the applicable Transaction Confirmation.

      "FREE SHARES" means shares of Common Stock (or security entitlements in
respect thereof) that are not subject to any Transfer Restrictions in the hands
of Seller immediately prior to delivery to an affiliate of Buyer designated by
Buyer hereunder and would not be subject to any Transfer Restrictions in the
hands of such affiliate of Buyer upon delivery to such affiliate of Buyer.

      "FUNDED AMOUNT" means with respect to any Funded Portion for any Payment
Date, the present value on such Payment Date of a payment on the Interest
Calculation End Date for the relevant Transaction of such Funded Portion
(determined by the Calculation Agent using a discount rate equal to the
Interpolated LIBOR Rate for the period from such Payment Date to such Interest
Calculation End Date, plus the Spread).

      "FUNDED PORTION" has the meaning provided in Section 3.02(a).

      "FUNDED PURCHASE PRICE" means, as of any date for any Transaction, the
excess, if any, of (i) the sum of the Funded Portions for such Transaction for
all Payments Dates for such Transaction occurring prior to such date over (ii)
the sum of the Refunded Portions for such Transaction for all Refund Dates for
such Transaction occurring prior to such date.

      "FUNDED SHARE AMOUNT" means, for any Maturity Date for any Transaction,
the amount obtained by subtracting the Unfunded Share Amount for such Maturity
Date for such Transaction from the Base Amount with respect to such Maturity
Date for such Transaction.

      "INSOLVENCY" has the meaning provided in Section 7.03.

      "INTEREST CALCULATION END DATE" means, for any Transaction, the date
specified as such in the applicable Transaction Confirmation.

       "INTERPOLATED LIBOR RATE" means, for any period of less than 12 months,
the rate determined by the Calculation Agent using linear interpolation between
USD-LIBOR-BBA for the Designated Maturity (as such terms are defined in the 1991
ISDA Definitions published by the International Swaps and Derivatives
Association, Inc.) that corresponds most closely to, but is longer than, such
period, and USD-LIBOR-BBA for the Designated Maturity that corresponds most
closely to, but is shorter than, such period, or, for any period of more than 12
months, the rate determined by the Calculation Agent using linear interpolation
between the "offer side" U.S. Dollar Swap rate posted on Bloomberg Financial
Markets ("Bloomberg") Page "SWYC23 " (or any successor or replacement page) for
the Designated Maturity that corresponds most closely to, but is longer than,
such period, and the "offer side" U.S. Dollar Swap rate posted on Bloomberg Page
"SWYC23" for the Designated Maturity that corresponds most closely to, but is
shorter than, such period; provided that, in either case, the Calculation Agent
shall make such adjustments to such rates as are appropriate to reflect
continuous compounding (and not semi-annual, or other method of, compounding)
over such period.

      "LIEN" means any lien, mortgage, security interest, pledge, charge or
encumbrance of any kind.

      "MARKET DISRUPTION EVENT" means, for any Transaction, the occurrence or
the existence at any time on any day of any

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suspension of or limitation in trading in the Common Stock that is the subject
of such Transaction or in listed options on such Common Stock, if any, (by
reason of movements in price exceeding limits permitted by the Exchange or
otherwise), if, in the determination of the Calculation Agent, such suspension
or limitation is material.

      "MARKET VALUE" means, as of any date with respect to any share of Common
Stock, the Closing Price per share of Common Stock for the Trading Day prior to
such date.

      "MATURITY DATE" means, for any Transaction, each date specified as such in
the applicable Transaction Confirmation.

      "MERGER DATE" has the meaning provided in Section 7.02.

      "MERGER EVENT" has the meaning provided in Section 7.02.

      "NATIONALIZATION" has the meaning provided in Section 7.03.

      "PAYMENT DATE" has the meaning provided in Section 3.02(a).

      "PLEDGE AGREEMENT" means the Pledge Agreement dated as of the date hereof
among Seller, Buyer and the Collateral Agent, as amended from time to time.

      "POTENTIAL ADJUSTMENT EVENT" has the meaning provided in Section 7.01.

      "PURCHASE PRICE" means, for any Transaction, the amount specified as the
Purchase Price in applicable Transaction Confirmation.

      "REFUNDED AMOUNT" means with respect to any Refunded Portion for any
Refund Date, the present value on such Refund Date of a payment on the Interest
Calculation End Date for the relevant Transaction of such Refunded Portion
(determined by the Calculation Agent using a discount rate equal to the
Interpolated LIBOR Rate for the period from such Refund Date to such Interest
Calculation End Date, plus the Spread).

      "REFUND DATE" has the meaning provided in Section 3.02(a).

      "REFUNDED PORTION" has the meaning provided in Section 3.02(a).

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SETTLEMENT DATE" means, with respect to any Maturity Date, the third
Trading Day immediately following such Maturity Date.

      "SETTLEMENT PRICE" means, for any Settlement Date, the Closing Price per
share of the relevant Common Stock on the Maturity Date with respect to such
Settlement Date.

      "SETTLEMENT RATIO" means, for any Settlement Date for any Transaction, the
ratio determined in the manner set forth in the applicable Transaction
Confirmation.

      "SPREAD" means, for any Transaction, the spread specified in the
applicable Transaction Confirmation.

      "TERMINATION VALUE" has the meaning provided in Section 7.04.

      "TERMINATION VALUE NOTICE" has the meaning provided in Section 7.04.

      "TERMINATION DATE" has the meaning provided in Section 7.04.

      "THRESHOLD APPRECIATION PRICE" means, for any Transaction, the price
specified as the Threshold Appreciation Price in the applicable Transaction
Confirmation.

      "TRADING DAY" means, with respect to any security, a day on which the
Exchange is open for trading or quotation.

      "TRANSACTION" has the meaning provided in Section 2.01.

      "TRANSACTION CONFIRMATION" has the meaning provided in Section 2.01.

      "TRANSFER RESTRICTION" means, with respect to any share of Common Stock
(or security entitlements in respect thereof) or other item of collateral
pledged under the Pledge Agreement, any condition to or

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restriction on the ability of the holder thereof to sell, assign or otherwise
transfer such share of Common Stock (or security entitlements in respect
thereof) or other item of collateral or to enforce the provisions thereof or of
any document related thereto whether set forth in such item of Collateral itself
or in any document related thereto, including, without limitation, (i) any
requirement that any sale, assignment or other transfer or enforcement of such
share of Common Stock (or security entitlements in respect thereof) or other
item of collateral be consented to or approved by any person, including, without
limitation, the issuer thereof or any other obligor thereon, (ii) any
limitations on the type or status, financial or otherwise, of any purchaser,
pledgee, assignee or transferee of such share of Common Stock (or security
entitlements in respect thereof) or other item of collateral, (iii) any
requirement of the delivery of any certificate, consent, agreement, opinion of
counsel, notice or any other document of any person to the issuer of, any other
obligor on or any registrar or transfer agent for, such share of Common Stock
(or security entitlements in respect thereof) or other item of collateral, prior
to the sale, pledge, assignment or other transfer or enforcement of such share
of Common Stock (or security entitlements in respect thereof) or other item of
collateral and (iv) any registration or qualification requirement or prospectus
delivery requirement for such share of Common Stock (or security entitlements in
respect thereof) or other item of collateral pursuant to any federal, state or
foreign securities law (including, without limitation, any such requirement
arising as a result of Rule 144 or Rule 145 under the Securities Act); provided
that the required delivery of any assignment, instruction or entitlement order
from the seller, pledgor, assignor or transferor of such share of Common Stock
(or security entitlements in respect thereof) or other item of collateral,
together with any evidence of the corporate or other authority of such Person,
shall not constitute a "TRANSFER RESTRICTION".

      "UNFUNDED PURCHASE PRICE" means, as of any date for any Transaction, the
excess, if any, of the Purchase Price for such Transaction over the Funded
Purchase Price for such Transaction as of such date.

      "UNFUNDED SHARE AMOUNT" means, for any Maturity Date for any Transaction,
the product of the Base Amount with respect to such Maturity Date and a
fraction, the numerator of which is the Unfunded Purchase Price for such
Transaction as of such Maturity Date and the denominator of which is the
Purchase Price for such Transaction.

                                    ARTICLE 2

                                  TRANSACTIONS

      SECTION 2.01. Transaction Confirmations. At any time and from time to
time, Seller and Buyer may execute a transaction confirmation agreement
substantially in the form of Exhibit A hereto (a "TRANSACTION CONFIRMATION")
pursuant to which Seller and Buyer shall enter into a forward purchase and sale
transaction (a "TRANSACTION") on the terms set forth herein and in such
Transaction Confirmation.

                                    ARTICLE 3

                                SALE AND PURCHASE

      SECTION 3.01. Sale and Purchase. Upon the terms and subject to the
conditions of this Agreement and the Transaction Confirmation relating to each
Transaction, Seller agrees to sell to Buyer, and Buyer agrees to purchase and
acquire from Seller, a number of shares of the Common Stock that is the subject
of such Transaction (or security entitlements in respect thereof) determined in
accordance with Section 3.02.

      SECTION 3.02. Payment for and Delivery of Shares. (a) Upon the terms and
subject to the conditions of this Agreement and the Transaction Confirmation
relating to each Transaction, Buyer and Seller shall make a payment or payments
to the other party under this Agreement and the relevant Transaction
Confirmation at the time and in the manner provided below, in each case in
immediately available funds by wire transfer to an account designated by the
payee. Seller shall have the right with respect to any Transaction, upon five
Business Days' prior

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written notice to Buyer, to demand payment on any date (a "PAYMENT DATE" for
such Transaction) during the period beginning on the Closing Date and ending on
the date five Business Days prior to the first Maturity Date for such
Transaction of the Funded Amount as of such Payment Date of all or any portion
(the "FUNDED PORTION") of the Unfunded Purchase Price as of such Payment Date,
provided that the Funded Portion shall be equal to or greater than the lesser of
(i) 2% of the Purchase Price for such Transaction and (ii) the Unfunded Purchase
Price on such Payment Date for such Transaction. Following any such payment to
Seller, Seller shall have the right, upon five Business Days' prior written
notice to Buyer, to refund on any date (a "REFUND DATE" for such Transaction) on
or prior to the date five Business Days prior to the first Maturity Date for
such Transaction all or any portion (the "REFUNDED PORTION") of the Funded
Purchase Price as of such Refund Date by paying to Buyer on such Refund Date the
Refunded Amount as of such Refund Date of such Refunded Portion, provided that
the Refunded Portion shall be equal to or greater than the lesser of (i) 2% of
the Purchase Price for such Transaction and (ii) the Funded Purchase Price on
such Refund Date for such Transaction.

      (b) On each Settlement Date for such Transaction, Seller agrees to deliver
to an affiliate of Buyer designated by Buyer a number of Free Shares of the
relevant Common Stock (the "CONTRACT SHARES") equal to the sum of (i) the
product of (A) the Funded Share Amount for the Maturity Date with respect to
such Settlement Date and (B) the Settlement Ratio for such Settlement Date, plus
(ii) if the Settlement Price for such Settlement Date is greater than or equal
to the Threshold Appreciation Price for such Transaction or less than or equal
to the Downside Protection Threshold Price for such Transaction, the Unfunded
Share Amount for the Maturity Date with respect to such Settlement Date, such
sum rounded down to the nearest whole number, and cash in an amount equal to the
value (based on the Settlement Price for such Settlement Date) of any fractional
share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York
City time on each Settlement Date, Seller has not otherwise effected such
delivery of Common Stock (or security entitlements in respect thereof) and (y)
the Collateral Agent then holds as collateral under the Pledge Agreement in
respect of such Transaction a number of Free Shares of the relevant Common Stock
at least equal to the number thereof required to be so delivered on such
Settlement Date, then the delivery provided by this Section 3.02(b) shall be
effected by delivery by the Collateral Agent to an affiliate of Buyer designated
by Buyer of a number of Free Shares of such Common Stock then held by the
Collateral Agent as collateral under the Pledge Agreement in respect of such
Transaction equal to the number thereof required to be delivered by Seller to an
affiliate of Buyer designated by Buyer pursuant to this Section 3.02(b) on such
Settlement Date.

         (c) On each Settlement Date for such Transaction, if the Settlement
Price for such Settlement Date is greater than or equal to the Threshold
Appreciation Price for such Transaction, Buyer shall pay to Seller, in
immediately available funds by wire transfer to an account designated by Seller,
an amount of cash equal to the product of (i) the Unfunded Share Amount for the
Maturity Date with respect to such Settlement Date and (ii) the Threshold
Appreciation Price for such Transaction. On each Settlement Date for such
Transaction, if the Settlement Price for such Settlement Date is less than or
equal to the Downside Protection Threshold Price for such Transaction, Buyer
shall pay to Seller, in immediately available funds by wire transfer to an
account designated by Seller, an amount of cash equal the product of (i) the
Unfunded Share Amount for the Maturity Date with respect to such Settlement Date
and (ii) the Downside Protection Threshold Price for such Transaction.

                                    ARTICLE 4

                    REPRESENTATIONS AND WARRANTIES OF SELLER

      SECTION 4.01. Representations and Warranties of Seller. Seller represents
and warrants to Buyer that:

           (a) Seller has been duly incorporated and is validly existing as a
      corporation in good standing

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      under the laws of its jurisdiction of incorporation.

           (b) Seller has all corporate power to enter into this Agreement, each
      Transaction Confirmation and the Pledge Agreement and each other document
      relating hereto and thereto and to consummate the transactions
      contemplated hereby and thereby. Each of this Agreement, each Transaction
      Confirmation and the Pledge Agreement and each other document relating
      hereto and thereto has been duly authorized and validly executed and
      delivered by Seller and constitutes a valid and legally binding obligation
      of Seller enforceable in accordance with its terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors' rights
      generally and to general equitable principles.

           (c) The execution and delivery by Seller of, and the compliance by
      Seller with all of the provisions of, this Agreement, each Transaction
      Confirmation and the Pledge Agreement and the consummation of the
      transactions herein and therein contemplated will not (i) conflict with or
      result in a breach of any of the terms or provisions of, or constitute a
      default under, any indenture, mortgage, deed of trust, loan agreement or
      any other agreement or instrument to which Seller or any of its
      subsidiaries is a party or by which Seller or any of its subsidiaries is
      bound or to which any of the property or assets of Seller or any of its
      subsidiaries is subject, nor will such action result in any violation of
      the provisions of the Certificate of Incorporation or By-laws or other
      constitutive documents of Seller or any statute or any order, rule or
      regulation of any court or governmental agency or body having jurisdiction
      over Seller or any of its subsidiaries or any of their respective
      properties or (ii) require any consent, approval, authorization or order
      of, or filing or qualification with, any governmental body, agency,
      official, self-regulatory organization or court or other tribunal, whether
      foreign or domestic.

           (d) Seller is acting for its own account, and has made its own
      independent decision to enter into this Agreement, each Transaction
      Confirmation and the Pledge Agreement and as to whether this Agreement,
      any Transaction Confirmation and the Pledge Agreement are appropriate or
      proper for it based upon its own judgment and upon advice of such advisors
      as it deems necessary. Seller acknowledges and agrees that it is not
      relying, and has not relied, upon any communication (written or oral) of
      Buyer or any affiliate of Buyer with respect to the legal, accounting, tax
      or other implications of this Agreement, any Transaction Confirmation and
      the Pledge Agreement and that it has conducted its own analyses of the
      legal, accounting, tax and other implications hereof and thereof; it being
      understood that information and explanations related to the terms and
      conditions of this Agreement, any Transaction Confirmation or the Pledge
      Agreement shall not be considered investment advice or a recommendation to
      enter into this Agreement, any Transaction Confirmation or the Pledge
      Agreement.

           (e) Seller is entering into this Agreement and each Transaction
      Confirmation with a full understanding of all of the terms and risks
      hereof (economic and otherwise) and is capable of evaluating and
      understanding (on its own behalf or through independent professional
      advice), and understands and accepts, the terms, conditions and risks.
      Seller is also capable of assuming (financially and otherwise), and
      assumes, those risks.

<PAGE>   9
           (f) Seller acknowledges that neither Buyer nor any affiliate of Buyer
      is acting as a fiduciary for or an advisor to Seller in respect of this
      Agreement, any Transaction Confirmation or the Pledge Agreement.

           (g) Seller has a valid business purpose for entering into this
      Agreement, and each Transaction Confirmation, and the transactions
      contemplated hereby and thereby are consistent with Seller's overall
      investment strategy

                                    ARTICLE 5

                        CONDITIONS TO BUYER'S OBLIGATIONS

      SECTION 5.01. Conditions. The obligation of Buyer to deliver (i) the
Funded Amount of the Funded Portion any Payment Date and (ii) the Unfunded
Purchase Price on the Settlement Date for each Transaction, in either case, is
subject to the satisfaction of the following conditions:

           (a) The representations and warranties of Seller contained in Article
      4, in the relevant Transaction Confirmation and in the Pledge Agreement
      shall be true and correct as of such Payment Date or the Settlement Date,
      as the case may be.

           (b) The Pledge Agreement shall have been executed by the parties
      thereto, and Seller shall have delivered to the Collateral Agent in
      accordance therewith the collateral required to be delivered pursuant to
      Section 1(b) thereof in connection with such Transaction.

           (c) Seller shall have performed all of the covenants and obligations
      to be performed by it hereunder and under the Pledge Agreement on or prior
      to such Payment Date or the Settlement Date, as the case may be.

                                    ARTICLE 6

                                    COVENANTS

      SECTION 6.01. Taxes. Seller shall pay any and all documentary, stamp,
transfer or similar taxes and charges that may be payable in respect of the
entry into this Agreement and each Transaction Confirmation and the transfer and
delivery of any Common Stock (or security entitlements in respect thereof)
pursuant hereto and thereto. Seller further agrees to make all payments in
respect of this Agreement and each Transaction Confirmation free and clear of,
and without withholding or deduction for or on account of, any present or future
taxes, duties, fines, penalties, assessments or other governmental charges of
whatsoever nature (or interest on any taxes, duties, fines, penalties,
assessments or other governmental charges of whatsoever nature) imposed, levied,
collected, withheld or assessed by, within or on behalf of (a) the United States
or any political subdivision or governmental authority thereof or therein having
power to tax or (b) any jurisdiction from or through which payment on the
Agreement and each Transaction Confirmation is made by the Seller, or any
political subdivision or governmental authority thereof or therein having power
to tax. In the event such withholding or deduction is imposed, Seller agrees to
indemnify the Buyer for the full amount of such withholding or deduction, as
well as any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto.

      SECTION 6.02. Forward Contract. Seller hereby agrees that: (i) it will not
treat this Agreement or any Transaction Confirmation, any portion of this
Agreement or any Transaction Confirmation, or any obligation hereunder as giving
rise to any interest income or other inclusions of ordinary income; (ii) it will
not treat the delivery of any portion of the shares of Common Stock (or security
entitlements in respect thereof) to be delivered pursuant to this Agreement or
any Transaction Confirmation as the payment of interest or ordinary income;
(iii) it will treat this Agreement as supplemented by each Transaction
Confirmation relating to a particular Transaction in its entirety as a forward
contract for the delivery of such

<PAGE>   10

shares of Common Stock (or security entitlements in respect thereof) that are
the subject of such Transaction; and (iv) it will not take any action (including
filing any tax return or form or taking any position in any tax proceeding) that
is inconsistent with the obligations contained in (i) through (iii).
Notwithstanding the preceding sentence, Seller may take any action or position
required by law, provided that Seller delivers to Buyer an unqualified opinion
of counsel, nationally recognized as expert in Federal tax matters and
acceptable to Buyer, to the effect that such action or position is required by a
statutory change or a Treasury regulation or applicable court decision published
after the date of this Agreement.

      SECTION 6.03. Notices. Seller will cause to be delivered to Buyer:

           (a) Immediately upon the occurrence of any Event of Default hereunder
      or under the Pledge Agreement, or upon any officer of Seller obtaining
      knowledge that any of the conditions or events described in paragraph
      8.01(a) or 8.01(b) shall have occurred with respect to the Company, notice
      of such occurrence; and

           (b) In case at any time Seller receives notice, or any officer of
      Seller obtains knowledge, that any event requiring that an adjustment be
      calculated pursuant to Section 7.01 or 7.02 hereof or any Nationalization
      or Insolvency with respect to any Company that is the issuer of the Common
      Stock that is the subject of any Transaction shall have occurred or be
      pending, then Seller shall promptly cause to be delivered to Buyer a
      notice identifying such event and stating, if known to Seller, the date on
      which such event occurred or is to occur and, if applicable, the record
      date relating to such event. Seller shall cause further notices to be
      delivered to Buyer if Seller shall subsequently receive notice, or any
      officer of Seller shall obtain knowledge, of any further or revised
      information regarding the terms or timing of such event or any record date
      relating thereto.

      SECTION 6.04. Further Assurances. From time to time, each of the parties
hereto shall use its reasonable best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper and
advisable to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement and each Transaction Confirmation in
accordance with the terms and conditions hereof and thereof, including (i) using
reasonable best efforts to remove any legal impediment to the consummation of
such transactions and (ii) the execution and delivery of all such deeds,
agreements, assignments and further instruments of transfer and conveyance
necessary, proper or advisable to consummate and make effective the transactions
contemplated by this Agreement and each Transaction Confirmation in accordance
with the terms and conditions hereof and thereof.

      SECTION 6.05. Securities Contract. The parties hereto recognize that the
Buyer is a financial institution within the meaning of Section 101(22) of Title
11 of the United States Code (the "BANKRUPTCY CODE"). The parties hereto further
recognize that this Agreement as supplemented by each Transaction Confirmation
is a securities contract, as such term is defined in Section 741(7) of the
Bankruptcy Code, entitled to the protection of Section 555 of the Bankruptcy
Code.

      SECTION 6.06. Indemnity. In the event that Buyer or any of its affiliates
becomes involved in any capacity in any action, proceeding or investigation
brought by or against any person in connection with any matter referred to in
this Agreement, the Seller shall reimburse Buyer or such affiliate for its
reasonable legal and other out-of-pocket expenses (including the cost of any
investigation and preparation) incurred in connection therewith within 30 days
of receipt of notice of such expenses, and shall indemnify and hold Buyer or
such affiliate harmless on an after-tax basis against any losses, claims,
damages or liabilities to which Buyer or such affiliate may become subject in
connection with any such action, proceeding or investigation. The reimbursement
and

<PAGE>   11
indemnity obligations of the Seller under this Section shall be in addition to
any liability that the Seller may otherwise have, shall extend upon the same
terms and conditions to the partners, directors, officers, agents, employees and
controlling persons (if any), as the case may be, of Buyer and its affiliates
and shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Seller, Buyer, any such affiliate and
any such person. The Seller also agrees that neither Buyer nor any of such
affiliates, partners, directors, officers, agents, employees or controlling
persons shall have any liability to the Seller for or in connection with any
matter referred to in this Agreement except to the extent that any losses,
claims, damages, liabilities or expenses incurred by the Seller result from the
willful misconduct, gross negligence or bad faith of Buyer or a breach by Buyer
of any of its covenants or obligations hereunder. The foregoing provisions shall
survive any termination or completion of this Agreement.

                                    ARTICLE 7

                                   ADJUSTMENTS

      SECTION 7.01. Dilution Adjustments. (a) Following the declaration by any
Company that is the issuer of the Common Stock that is the subject of any
Transaction hereunder of the terms of any Potential Adjustment Event, the
Calculation Agent will determine whether such Potential Adjustment Event has a
diluting or concentrative effect on the theoretical value of such Common Stock
and, if so, will (i) make the corresponding adjustment, if any, to any one or
more of each Base Amount, each Settlement Ratio, the Threshold Appreciation
Price, the Downside Protection Threshold Price, any Closing Price and any other
variable relevant to the exercise, settlement or payment terms of each such
Transaction contemplated hereby as the Calculation Agent determines appropriate
to account for that diluting or concentrative effect and (ii) determine the
effective date of the adjustment. The Calculation Agent may (but need not)
determine the appropriate adjustment by reference to the adjustment in respect
of such Potential Adjustment Event made by an options exchange to options on the
Common Stock traded on that options exchange.

            (b) For these purposes, "POTENTIAL ADJUSTMENT EVENT" means any of
the following:

            (i) a subdivision, consolidation or reclassification of shares of
      such Common Stock (which does not constitute a Merger Event), or a free
      distribution or dividend of any shares of such Common Stock to existing
      holders of such Common Stock by way of bonus, capitalization or similar
      issue;

            (ii) a distribution or dividend to existing holders of such Common
      Stock of (i) shares of such Common Stock, or (ii) other share capital or
      securities granting the right to payment of dividends and/or the proceeds
      of such liquidation of such Company equally or proportionately with such
      payments to holders of such Common Stock, or (iii) other type of
      securities, rights or warrants or other assets, in any case for payment
      (cash or other) at less than the prevailing market price as determined by
      the Calculation Agent;

            (iii) an Extraordinary Dividend;

            (iv) a call by such Company in respect of shares of such Common
      Stock that are not fully paid;

            (v) a repurchase by such Company of shares of such Common Stock,
      whether out of profits or capital and whether the consideration for such
      repurchase is cash, securities or otherwise; or

            (vi) any other similar event that may have a diluting or
      concentrative effect on the theoretical value of such Common Stock.

      SECTION 7.02 Merger Events. (a) Buyer shall have the right, upon becoming

<PAGE>   12
aware of the occurrence of any Share-for-Share Merger Event (as defined below),
to notify Seller that the number of New Shares (as defined below) to which a
holder of shares of the Common Stock that is the subject of any Transaction
equal to each Base Amount with respect to such Transaction would be entitled
upon consummation of the Share-for-Share Merger Event will be deemed such "Base
Amount" and the New Shares and their issuer will be deemed the "Common Stock"
and the "Company" for such Transaction, respectively, and that the Calculation
Agent will make corresponding adjustments, if any, to any one or more of each
Base Amount, each Settlement Ratio, the Threshold Appreciation Price, the
Downside Protection Threshold Price, any Closing Price and any other variable
relevant to the exercise, settlement or payment terms of each such Transaction.
Notwithstanding the above, the Calculation Agent will determine if any such
Merger Event adjustment affects the theoretical value of any such Transaction,
and if so, may in its sole discretion make an adjustment to any one or more of
the Base Amount, the Settlement Ratio, the Threshold Appreciation Price, the
Downside Protection Threshold Price, any Closing Price, and any other variable
relevant to the exercise, settlement or payment terms of such Transaction to
reflect the characteristics (including, without limitation, the volatility,
dividend practice and policy and liquidity) of the New Shares. Any adjustment
made pursuant to this paragraph will be effective as of the date determined by
the Calculation Agent.

         (b) Buyer shall have the right, upon becoming aware of the occurrence
of any Merger Event (as defined below) which does not constitute a
Share-for-Share Merger Event, to notify Seller of such event and terminate the
relevant Transaction Confirmation, following which Seller shall make a payment
to Buyer as provided in Section 7.04.

         (c) "MERGER EVENT" means, in respect of any Common Stock, any (A)
reclassification or change of such Common Stock that results in a transfer of or
an irrevocable commitment to transfer 10% or more of the outstanding shares of
such Common Stock, (B) consolidation, amalgamation or merger of the Company that
is the issuer of such Common Stock with or into another entity (other than a
consolidation, amalgamation or merger in which such Company is the continuing
entity and which results in reclassification or change of less than 10% of the
outstanding shares of such Common Stock), or (C) other takeover offer for shares
of such Common Stock that results in a transfer of or an irrevocable commitment
to transfer 10% or more of the shares of such Common Stock (other than such
shares of such Common Stock owned or controlled by the offeror), in each case if
the Merger Date is on or before the final Settlement Date for the relevant
Transaction. "MERGER DATE" means, in respect of any Merger Event, the date upon
which holders of the necessary number of shares of such Common Stock (other
than, in the case of a takeover offer, shares of such Common Stock owned or
controlled by the offeror) have agreed or have irrevocably become obligated to
transfer their shares of such Common Stock. In respect of each Merger Event, the
following terms have the meanings given below:

            (i) "SHARE-FOR-SHARE" means, in respect of a Merger Event, that the
      consideration for such Common Stock consists (or, at the option of the
      holder of such Common Stock, may consist) solely of New Shares; and

            (ii) "NEW SHARES" means shares of common stock (whether of the
      offeror or a third party) received in connection with a Merger Event.

      SECTION 7.03. Nationalization and Insolvency. If, prior to the final
Settlement Date for any Transaction, all the shares of any Common Stock that is
the subject of such Transaction hereunder or all the assets or substantially all
the assets of the Company that is the issuer of such Common Stock are
nationalized, expropriated or are otherwise required to be transferred to any
governmental agency, authority or entity (a "NATIONALIZATION"); or by reason of
the voluntary or involuntary liquidation, bankruptcy or insolvency of or any
analogous proceeding affecting the Company, (A) all the shares of such Common
Stock are required to be transferred to a trustee, liquidator or other similar
official or (B) holders of the shares of

<PAGE>   13
such Common Stock become legally prohibited from transferring them (an
"INSOLVENCY"), then, in any such event, Buyer shall have the right, upon
becoming aware of the occurrence of a Nationalization or Insolvency, to notify
Seller of such event and terminate each such Transaction the related Transaction
Confirmation as of the date set forth in such notice following which Seller
shall make payment to Buyer as provided in Section 7.04.

      SECTION 7.04. Termination and Payment. Following termination of any
Transaction as a result of any Merger Event, Nationalization or Insolvency, the
Calculation Agent shall determine the value (the "TERMINATION VALUE") equal to
the Acceleration Value for such Transaction (calculated, for purposes of this
Section 7.04, as if the Termination Date were the Acceleration Date, calculated
on the basis of, in addition to the factors indicated in Section 8.01, a value
ascribed to the relevant Common Stock equal to the consideration, if any, paid
in respect of such Common Stock at the time of the Merger Event, Nationalization
or Insolvency, as the case may be, and representing a value to Buyer (which
value may be negative) of an agreement with terms that would preserve for Buyer
the economic equivalent of the payments and deliveries that Buyer and its
affiliates would, but for the occurrence of the Merger Event, Nationalization or
Insolvency, as the case may be, have been obligated to make and entitled to
receive after the Termination Date) in settlement of such Transaction and the
related Transaction Confirmation. As promptly as reasonably practicable after
calculation of the Acceleration Value, the Calculation Agent shall deliver to
Buyer and Seller a notice (the "TERMINATION VALUE NOTICE") specifying the
Termination Value. Not later than three Business Days following delivery of a
Termination Value Notice, if the Termination Value is positive, Seller shall
make a cash payment to Buyer, or, if the Termination Value is negative, Buyer
shall make a cash payment to Seller, in either case, by wire transfer of
immediately available funds to an account designated by the payee, in an amount
equal to the absolute value of the Termination Value.

      "TERMINATION DATE" means (i) in respect of a Merger Event, the Merger
Date, (ii) in respect of a Nationalization, the date of the first public
announcement of a firm intention to nationalize and (iii) in respect of an
Insolvency, the earlier of the date the shares of the relevant Common Stock are
required to be transferred to a trustee, liquidator or other similar official
and the date the holders of shares of such Common Stock become legally
prohibited from transferring such Common Stock that, in the case of a
Nationalization or an Insolvency (whether or not amended or on the terms
originally announced), leads to the Nationalization or the Insolvency, as the
case may be, in each case as determined by Buyer.

                                    ARTICLE 8

                                  ACCELERATION

      SECTION 8.01. Acceleration. If one or more of the following events (each
an "EVENT OF DEFAULT") shall occur:

         (a) any legal proceeding shall have been instituted that if adversely
decided, in Buyer's reasonable judgment would have a material adverse effect on
the Seller's ability to perform Seller's obligations hereunder or under the
Pledge Agreement or any Transaction Confirmation, or that calls into question
the validity or binding effect of any agreement of Seller hereunder or under the
Pledge Agreement or any Transaction Confirmation;

         (b) Seller makes an assignment for the benefit of creditors, files a
petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or
applies to any tribunal for any receiver of or any trustee for Seller or any
substantial part of Seller's property, commences any proceeding relating to
Seller under any reorganization, arrangement, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction, whether now or hereafter in
effect, or there is commenced against or with respect to Seller or any
substantial portion of its property any such proceeding and an order for relief
is issued or such proceeding remains undismissed for a period of 60 days;

<PAGE>   14
         (c) at any time, any representation made or repeated or deemed to have
been made or repeated by Seller under this Agreement, any Transaction
Confirmation or the Pledge Agreement or any certificate delivered pursuant
hereto or thereto would be incorrect or misleading in any material respect if
made or repeated as of such time;

         (d) Seller fails to fulfill or discharge when due any of its
obligations, covenants or agreements under or relating to this Agreement, any
Transaction Confirmation or the Pledge Agreement, including Seller's obligations
to deliver shares of Common Stock (or security entitlements in respect thereof)
on each Settlement Date relating to each Transaction entered into hereunder;

         (e) due to the adoption of, or any change in, any applicable law after
the date hereof, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with competent
jurisdiction of any applicable law after the date hereof, it becomes unlawful
for Seller to perform any absolute or contingent obligation to make payment or
delivery hereunder or to comply with any other material provision of this
Agreement, any Transaction Confirmation or the Pledge Agreement;

         (f) any inability (which shall include an increase in costs) of Buyer,
due to market illiquidity, illegality or lack of availability of hedging
transaction market participants or otherwise, to establish, re-establish or
maintain any hedging transaction or transactions necessary in the normal course
of Buyer's business of hedging the price and market risk of entering into and
performing under this Agreement or any Transaction hereunder;

          (g) Seller fails to make any payment on the date due with respect to
any financial obligation of whatever kind or description now or hereafter
incurred by Seller (whether present or future), provided that the amount of such
financial obligation is at least equal to ++;

          (h) Seller fails to make any payment on the date due with respect to
any financial obligation of whatever kind or description now or hereafter
incurred by Seller (whether present or future), provided that (i) the amount of
such financial obligation is less than ++ and (ii) in the reasonable
determination of Buyer, failure to make such payment indicates a material
deterioration of the financial condition of Seller; or

          (i) a Collateral Event of Default within the meaning of the Pledge
Agreement shall occur;

then, upon notice to Seller from Buyer at any time following an Event of
Default, an "ACCELERATION DATE" shall occur, and the Calculation Agent shall
determine the Acceleration Value. If the Acceleration Value is positive, Seller
shall become obligated to deliver to an affiliate of Buyer designated by Buyer
immediately upon receipt of the Acceleration Amount Notice (as defined below) a
number of Free Shares of each Common Stock that is the subject of a Transaction
hereunder equal to the Acceleration Amount for such Common Stock; provided that
if the Collateral Agent proceeds to realize upon any collateral pledged under
the Pledge Agreement and to apply the proceeds of such realization as provided
in paragraph second of Section 8(d) thereof, then, to the extent of such
application of proceeds, Seller's obligation to deliver Common Stock pursuant to
this paragraph shall be deemed to be an obligation to deliver an amount of cash
equal to the aggregate Market Value of such Free Stock on the Acceleration Date.
The "ACCELERATION AMOUNT" of any Common Stock means the quotient obtained by
dividing: (i) the aggregate Acceleration Value, as defined below, for all
Transactions hereunder of which such Common Stock is the subject, by (ii) the
Market Value per share of such Common Stock on the Acceleration Date. If the
Acceleration Value is negative, Buyer shall make a cash payment to Seller, by
wire transfer of immediately available funds to an account designated by Seller,
on the fifth Business Day following the Acceleration Date in an amount equal to
the absolute value of the Acceleration Value.

      The "ACCELERATION VALUE" means, for any Transaction hereunder, an amount
determined by the Calculation Agent in a

++ Confidential material redacted and filed separately with the Commission.
<PAGE>   15
commercially reasonable manner representing the net fair value (which value may
be negative) to Buyer and its affiliates of an agreement with terms that would
preserve for Buyer the economic equivalent of the aggregate payments and
deliveries in respect of such Transaction that Buyer and its affiliates would,
but for the occurrence of the Acceleration Date, have been obligated to make and
entitled to receive after the Acceleration Date under Article 3 (taking into
account any adjustments pursuant to Section 7.01 that may have been calculated
on or prior to the Acceleration Date). The Calculation Agent shall calculate
such amount based on the following factors (and such other factors as it deems
appropriate): (i) the volatility of the Common Stock that is the subject of such
Transaction, (ii) dividends on such Common Stock and (iii) prevailing interest
rates.

      As promptly as reasonably practicable after calculation of the
Acceleration Value, the Calculation Agent shall deliver to Seller and Buyer a
notice (the "ACCELERATION VALUE NOTICE") specifying the Acceleration Value, and,
if the Acceleration Value is positive, the Acceleration Amount of shares of
Common Stock (or security entitlements in respect thereof) required to be
delivered by Seller.

                                    ARTICLE 9

                                  MISCELLANEOUS

      SECTION 9.01. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard forms of telecommunication. Notices to Buyer shall
be directed to it care of Banc of America Securities LLC, 9 West 57th Street,
New York, New York 10019, Telecopy No. 212-583-8569, Attention: Robert Dilworth;
notices to Seller shall be directed to it at the address as specified on the
last page hereof.

      SECTION 9.02. Governing Law; Severability; Submission to Jurisdiction;
Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without reference to choice
of law doctrine).

         (b) To the extent permitted by law, the unenforceability or invalidity
of any provision or provisions of this Agreement shall not render any other
provision or provisions herein contained unenforceable or invalid.

         (c) Seller and Buyer hereby irrevocably and unconditionally submit to
the non-exclusive jurisdiction of the Federal and state courts located in the
Borough of Manhattan, in the City of New York in any suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.

         (d) Seller and Buyer hereby irrevocably and unconditionally waive any
and all right to trial by jury in any legal proceeding arising out of or related
to this Agreement or the transactions contemplated hereby.

         (e) Service of Process. Seller irrevocably appoints the party as
specified on the last page hereof, and Buyer appoints Banc of America Securities
LLC, as process agent to receive for it and on its behalf, service of process in
any action, suit or other proceeding arising out of this Agreement or any
transaction contemplated hereby. If for any reason the party as specified on the
last page hereof is unable to act as such, Seller will promptly notify Buyer and
within 30 days appoint a substitute process agent acceptable to Buyer. The
parties irrevocably consent to service of process given in the manner provided
for notices in Section 9.01. Nothing in this Agreement will affect the right of
either party to serve process in any other manner permitted by law.

      SECTION 9.03. Confidentiality. Except as required by law or judicial or
administrative process, or as requested by a regulatory authority or
self-regulatory organization, each party hereto agrees to keep this Agreement,
each Transaction Confirmation and the Pledge Agreement and the transactions
contemplated hereby and thereby confidential. In the event disclosure is
permitted pursuant to the preceding sentence, the disclosing party shall (i)
provide prior notice of such disclosure to the other party, (ii)

<PAGE>   16
use its best efforts to minimize the extent of such disclosure and (iii) comply
with all reasonable requests of the other party to minimize the extent of such
disclosure. This Section 9.03 shall not prevent Seller or Buyer from disclosing
information as necessary to third-party advisors in connection with the
transactions contemplated hereby or in any Transaction Confirmation or the
Pledge Agreement; provided that such advisors agree in writing to be bound by
this Section 9.03 as if a party hereto.

      SECTION 9.04. Entire Agreement. Except as expressly set forth herein and
in each Transaction Confirmation, this Agreement (as supplemented by each
Transaction Confirmation) constitutes the entire agreement and understanding
among the parties with respect to its subject matter hereof and supersedes all
oral communications and prior writings with respect thereto.

      SECTION 9.05. Amendments, Waivers. Any provision of this Agreement or any
Transaction Confirmation may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an amendment, by
Buyer and Seller or, in the case of a waiver, by the party against whom the
waiver is to be effective. No failure or delay by either party in exercising any
right, power or privilege hereunder or thereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

      SECTION 9.06. No Third Party Rights, Successors and Assigns. This
Agreement (as supplemented by each Transaction Confirmation) is not intended and
shall not be construed to create any rights in any person other than Seller,
Buyer, an affiliate of Buyer designated hereunder to receive Free Shares and
their respective successors and assigns and no other person shall assert any
rights as third party beneficiary hereunder. Whenever any of the parties hereto
is referred to, such reference shall be deemed to include the successors and
assigns of such party. All the covenants and agreements herein contained by or
on behalf of the Seller and Buyer shall bind, and inure to the benefit of, their
respective successors and assigns whether so expressed or not, and shall be
enforceable by and inure to the benefit of Buyer and its successors and assigns.
Seller shall have the right to assign its rights and obligations under this
Agreement (including each Transaction Confirmation hereunder), the Pledge
Agreement and the Common Stock pledged pursuant to the Pledge Agreement to a
broker or a dealer or an affiliate of a broker or a dealer (as such terms are
defined in the Securities Exchange Act of 1934, as amended, and the rules
thereunder), provided that (i) all such rights and obligations shall be assigned
to the same assignee, (ii) that such assignee shall be reasonably acceptable to
Buyer and (iii) Seller and such assignee shall execute documentation reasonably
acceptable to Buyer.

      SECTION  9.07.  Counterparts.  This  Agreement  may be  executed  in any
number of  counterparts,  and all such  counterparts  taken  together shall be
deemed to constitute one and the same agreement.

      SECTION 9.08. Early Termination. Seller may request to terminate any
Transaction prior to the first Settlement Date for such Transaction (any such
termination, an "Early Termination") by providing written notice to Buyer at
least ten (10) Business Days prior to such Settlement Date, provided that no
Event of Default has occurred or is continuing. Upon such written request to
Buyer, the parties agree to negotiate in good faith the early termination amount
to be made in respect of such Early Termination.

      SECTION 9.09. Agreements. This Agreement and the Pledge Agreement shall be
null and void in the event that the parties do not enter into any Transactions
pursuant to this Agreement.

                                  *************

Date of Agreement: February 9, 2000

Seller: Advanced Fibre Communications, Inc.,
a corporation

Seller's Address for Notices:
One Willow Brook Ct.

<PAGE>   17
Petaluma, CA 94954
Phone No.: 707-792-4163
Telecopy No.: 707-792-7275
Attn: Peter M. Donahower, Treasurer

Service of Process:  Seller hereby appoints the party specified below to
serve as process agent pursuant to Section 9.02(e):

Advanced Fibre Communications, Inc.
Attn:  Amy Paul, Vice President and General Counsel
One Willow Brook Ct.
Petaluma, CA 94954
Phone No.: 707-792-4163
Telecopy No.: 707-792-7275

                                 **************

      IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
and year first above written.

SELLER:

ADVANCED FIBRE COMMUNICATIONS, INC.

By:    /s/ Keith E. Pratt
       ---------------------------------
Name:  Keith E. Pratt
Title: Vice President and CFO

ADVANCED FIBRE COMMUNICATIONS, INC.

By:    /s/ Peter Donahower
       ---------------------------------
Name:  Peter Donahower
Title: Director, Treasury

BUYER:

BANK OF AMERICA, N.A.

By:    /s/ William Caccamise
       ---------------------------------
Name:  William Caccamise
Title: Managing Director
<PAGE>   18
Exhibit A
to
Master Stock Purchase Agreement

                            TRANSACTION CONFIRMATION

       The purpose of this agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the transaction entered into between Advanced Fibre
Communications, Inc. ("SELLER") and Bank of America, N.A., ("BUYER"), on the
Trade Date specified below (the "TRANSACTION"). This Confirmation constitutes a
Transaction Confirmation as referred to in the Master Stock Purchase Agreement
(as amended or supplemented from time to time, the "MASTER STOCK PURCHASE
AGREEMENT") dated as of February 9, 2000 between Seller and Buyer. This
Confirmation supplements, forms a part of, and is subject to, the Master Stock
Purchase Agreement. All provisions contained in the Master Stock Purchase
Agreement govern this Confirmation except as expressly modified below. Seller,
Buyer and Banc of America Securities LLC, as collateral agent, are parties to a
Pledge Agreement (the "PLEDGE AGREEMENT") dated as of the date of the Master
Stock Purchase Agreement. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Master Stock Purchase
Agreement and the Pledge Agreement.

          1. The terms of the particular Transaction to which this Confirmation
relates are as follows:

      Trade Date: February 9, 2000

      Common Stock and Company: Common stock, $0.001 par value per share of
      Cisco Systems, Inc. ("CSCO")

      Purchase Price: U.S. $656,166,699.50

      Closing Date: February 14, 2000

      Threshold Appreciation Price: U.S. ++

      Downside Protection Threshold Price: U.S. ++

<TABLE>
<CAPTION>
MATURITY DATE       BASE AMOUNT
-------------       -----------
<S>                 <C>
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
   ++   , 2003        ++   shares
</TABLE>

Settlement Ratio: For any Settlement Date, (i) if the Settlement Price for such
Settlement Date is less than the Threshold Appreciation Price but greater than
the Downside Protection Threshold Price, the Settlement Ratio shall be a ratio
equal to the Downside Protection Threshold Price divided by the Settlement
Price, (ii) if the Settlement Price for such Settlement Date is equal to or
greater than the Threshold Appreciation Price, the Settlement Ratio shall be a
ratio equal to one (1) minus a fraction the numerator of which is the excess of
the Threshold Appreciation Price over the Downside Protection Threshold Price
and the denominator of which is the Settlement Price, and (iii) if the
Settlement Price for such Settlement Date is equal to or less than the Downside
Protection Threshold Price, the Settlement Ratio shall be one (1), and in each
calculation described in clause (i) or (ii) above, the Settlement Ratio shall be
rounded upward or downward to the nearest 1/10,000th or, if there is not a
nearest 1/10,000th, to the next lower 1/10,000th.

Interest Calculation End Date:
February 21, 2003

Extraordinary Dividend: Any cash dividend that is paid on the Common Stock,
other than those described in Section 7.01(b)(i) or (ii) of the Master Stock
Purchase Agreement, shall be considered an extraordinary dividend (it being
understood that because there is no dividend currently paid on the Common Stock
all such dividends shall be extraordinary dividends).


++ Confidential material redacted and filed separately with the Commission.
<PAGE>   19
Spread: ++

Other Provisions:

         2. The parties hereto affirm their respective representations and
warranties set forth in the Master Stock Purchase Agreement and the Pledge
Agreement as if made on the Trade Date. In addition, Seller represents and
warrants to Buyer and to the Collateral Agent that:

         (a) Seller is not an "affiliate", within the meaning of Rule 144 under
the Securities Act, of the Company.

         (b) Delivery of shares of Common Stock (or security entitlements in
respect thereof) by Seller pursuant to the Master Stock Purchase Agreement and
this Confirmation will pass to Buyer title to such shares (or security
entitlements) free and clear of any Liens, except for those created pursuant to
the Pledge Agreement.

         (c) Seller (i) owns and, at all times prior to the release of the
Collateral pledged in respect of the Transaction to which this Confirmation
relates pursuant to the terms of the Pledge Agreement, will own such Collateral
free and clear of any Liens (other than the Security Interests) or Transfer
Restrictions and (ii) is not and will not become a party to or otherwise bound
by any agreement, other than the Pledge Agreement and this Confirmation, that
(x) restricts in any manner the rights of any present or future owner of such
Collateral with respect thereto or (y) provides any person other than Seller,
the Collateral Agent, Buyer or any securities intermediary through whom any such
Collateral is held (but, in the case of any such securities intermediary, only
in respect of Collateral held through it) with control (as defined in Section
8-106 of the UCC) with respect to any such Collateral.

         3. In addition to the covenants contained in Article 6 of the Master
Stock Purchase Agreement, Seller agrees that Seller shall notify Buyer
immediately of its intention to (i) purchase Common Stock (or security
entitlements in respect thereof) or any other equity security of the Company in
an amount that would cause Seller to become the beneficial owner, directly or
indirectly, of more than three percent of the outstanding shares of any equity
security of the Company, (ii) accept a position as an officer or director of the
Company, (iii) take any action that would cause Seller to possess, directly or
indirectly, the power to direct or cause the direction of the management and
policies of the Company, whether by ownership of voting securities, by contract
or otherwise, or (iv) take any other action that could reasonably be expected to
result in Seller becoming an "affiliate", within the meaning of Rule 144 under
the Securities Act, of the Company. Seller shall not take any such action unless
a period of fifteen Business Days shall have elapsed after receipt of such
notice by Buyer and Buyer shall not have objected in writing to such action
during such period.

      IN WITNESS WHEREOF, the parties have signed this Confirmation as of this
9th day of February, 2000.

SELLER:

ADVANCED FIBRE COMMUNICATIONS, INC.

By:    /s/ Keith E. Pratt
       ---------------------------------
Name:  Keith E. Pratt
Title: Vice President and CFO

ADVANCED FIBRE COMMUNICATIONS, INC.

By:    /s/ Peter Donahower
       ---------------------------------
Name:  Peter Donahower
Title: Director, Treasury


BUYER:


++ Confidential material redacted and filed separately with the Commission.
<PAGE>   20

BANK OF AMERICA, N.A.

By:    /s/ William Caccamise
       ---------------------------------
Name:  William Caccamise
Title: Managing Director

<PAGE>   21
                             [BANK OF AMERICA LOGO]
                         EQUITY FINANCIAL PRODUCTS GROUP

PLEDGE AGREEMENT -
SPECIALIZED TERM APPRECIATION RETENTION SALE (STARS)
TABLE OF CONTENTS

SECTION 1.   The Security Interests
SECTION 2.   Definitions
SECTION 3.   Representations and Warranties of Pledgor
SECTION 4.   Representations, Warranties and Agreements of the Collateral Agent
SECTION 5.   Certain Covenants of Pledgor
SECTION 6.   Administration of the Collateral and Valuation of the Securities
SECTION 7.   Income and Voting Rights in Collateral
SECTION 8.   Remedies upon Events of Default
SECTION 9.   The Collateral Agent
SECTION 10.  Miscellaneous
SECTION 11.  Termination of Pledge Agreement

      THIS AGREEMENT is made as of the date stated on the last page hereof among
the counterparty name on the last page hereof ("PLEDGOR"), BANC OF AMERICA
SECURITIES LLC, as collateral agent (the "COLLATERAL AGENT") hereunder for the
benefit of BANK OF AMERICA, N.A. ("SECURED PARTY").

      WHEREAS, pursuant to the Master Stock Purchase Agreement (as amended from
time to time, the "MASTER STOCK PURCHASE AGREEMENT") dated as of the date hereof
between Pledgor and Secured Party, from time to time Pledgor may agree to sell
and Secured Party may agree to purchase shares of common stock of one or more
issuers (or security entitlements in respect thereof), subject to the terms and
conditions of the Master Stock Purchase Agreement and certain confirmations
thereunder;

      WHEREAS, it is a condition to the obligations of Secured Party under the
Master Stock Purchase Agreement that Pledgor, the Collateral Agent and Secured
Party enter into this Agreement and that Pledgor grant the pledge provided for
herein;

      NOW, THEREFORE, in consideration of their mutual covenants contained
herein and to secure the performance by Pledgor of its obligations under the
Master Stock Purchase Agreement and any Transaction Confirmation (as defined in
the Master Stock Purchase Agreement) and the observance and performance of the
covenants and agreements contained herein and in the Master Stock Purchase

      Agreement, the parties hereto, intending to be legally bound, hereby
mutually covenant and agree as follows:

      SECTION 1. The Security Interests. In order to secure the full and
punctual observance and performance of the covenants and agreements contained
herein and in the Master Stock Purchase Agreement and each Transaction
Confirmation:

      (a) Pledgor hereby assigns and pledges to the Collateral Agent, as agent
of and for the benefit of Secured Party, and grants to the Collateral Agent, as
agent of and for the benefit of Secured Party, security interests in and to, and
a lien upon and right of set-off against, and transfers to the Collateral Agent,
as agent of and for the benefit of Secured Party, as and by way of a security
interest having priority over all other security interests, with power of sale,
all of its right, title and interest in and to (i) the Pledged Items described
in paragraph (b); (ii) all additions to and substitutions for such Pledged Items
(including, without limitation, any securities, instruments or other property
delivered or pledged pursuant to Section 5(a) or 6(b)); (iii) all income,
proceeds and collections received or to be received, or derived or to be
derived, now or any time hereafter (whether before or after the commencement of
any proceeding under applicable bankruptcy, insolvency or similar law, by or
against Pledgor, with respect to Pledgor) from or in connection with the Pledged
Items (including, without limitation, any shares of capital stock issued by the
Company in respect of any Common Stock (or security entitlements in respect
thereof) constituting Collateral or any cash, securities or other property
distributed in respect of or exchanged for any Common Stock (or security
entitlements in respect thereof) constituting Collateral,

<PAGE>   22
or into which any such Common Stock (or security entitlements in respect
thereof) is converted, in connection with any Merger Event, and any security
entitlements in respect of any of the foregoing); and (iv) all powers and rights
now owned or hereafter acquired under or with respect to the Pledged Items (such
Pledged Items, additions, substitutions, proceeds, collections, powers and
rights being herein collectively called the ("COLLATERAL"). 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.

      (b) On or prior to the Closing Date for each Transaction entered into
pursuant to the Master Stock Purchase Agreement, Pledgor shall deliver to the
Collateral Agent in pledge hereunder Eligible Collateral for such Transaction
consisting of a number of shares of the relevant Common Stock (or security
entitlements in respect thereof) equal to the sum of the Base Amounts for such
Transaction, in the manner provided in Section 6(c).

      (c) In the event that the Company at any time issues to Pledgor in respect
of any Common Stock (or security entitlements in respect thereof) constituting
Collateral hereunder any additional or substitute shares of capital stock of any
class (or any security entitlements in respect thereof), Pledgor shall
immediately pledge and deliver to the Collateral Agent in accordance with
Section 6(c) all such shares and security entitlements as additional Collateral
hereunder.

      (d) The Security Interests are granted as security only and shall not
subject the Collateral Agent or Secured Party to, or transfer or in any way
affect or modify, any obligation or liability of Pledgor or any Company that is
the issuer of Common Stock that is the subject of any Transaction under the
Master Stock Purchase Agreement with respect to any of the Collateral or any
transaction in connection therewith.

      SECTION 2. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Master Stock Purchase
Agreement. As used herein, the following words and phrases shall have the
following meanings:

      "AUTHORIZED OFFICER" of Pledgor means any officer as to whom Pledgor shall
have delivered notice to the Collateral Agent that such officer is authorized to
act hereunder on behalf of Pledgor.

      "COLLATERAL" has the meaning provided in Section 1(a).

      "COLLATERAL AGENT" means the financial institution identified as such in
the preliminary paragraph hereof, or any successor appointed in accordance with
Section 9.

      "COLLATERAL EVENT OF DEFAULT" means, at any time, the occurrence of either
of the following: (A) failure of the Collateral in respect of each Transaction
under the Master Stock Purchase Agreement to include, as Eligible Collateral, at
least the Maximum Deliverable Number for such Transaction of shares of the
relevant Common Stock or (B) failure at any time of the Security Interests to
constitute valid and perfected security interests in all of the Collateral,
subject to no prior or equal Lien, or assertion of such by Pledgor in writing.

      "DEFAULT SETTLEMENT DATE" has the meaning provided in Section 8(a).

      "ELIGIBLE COLLATERAL" means, for any Transaction, shares of the Common
Stock that is the subject of such Transaction (or security entitlements in
respect thereof) provided that Pledgor has good and marketable title thereto,
free of all Liens (other than the Security Interests) and Transfer Restrictions
(and that the Collateral Agent has a valid, first priority perfected security
interest therein, a first lien thereon and control with respect thereto, and
provided further that to the extent the number of shares of Common Stock or
security entitlements in respect thereof pledged hereunder in respect of any
Transaction exceeds at any time the Maximum Deliverable Number thereof, such
excess shares shall not be Eligible Collateral.

      "EXISTING TRANSFER RESTRICTIONS" means, with respect to any shares of
Common Stock or security entitlements in respect thereof pledged as Collateral
hereunder in connection with any Transaction, the Existing Transfer Restrictions
identified in the applicable Transaction Confirmation.

      "LOCATION" means, with respect to any party, the place such party is
deemed located within the meaning of Section 9-103(3)(d) of the UCC.


                                       2
<PAGE>   23
      "MAXIMUM DELIVERABLE NUMBER" means, on any date for any Transaction, a
number of shares of Common Stock or security entitlements in respect thereof
equal to the sum of the Base Amounts for such Transaction for which settlement
under the Master Stock Purchase Agreement and the Transaction Confirmation with
respect to such Transaction has not been fully made multiplied successively by
each adjustment that shall have been calculated on or prior to such date
pursuant to Section 7.01 of the Master Stock Purchase Agreement.

      "PERSON" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

      "PLEDGED ITEMS" means, as of any date, any and all securities and
instruments delivered by Pledgor to be held by the Collateral Agent under this
Agreement as Collateral.

      "SECURITY INTERESTS" means the security interests in the Collateral
created hereby.

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

      SECTION 3. Representations and Warranties of Pledgor. Pledgor hereby
represents and warrants to the Collateral Agent and Secured Party that:

      (a) Other than financing statements or other similar or equivalent
documents or instruments with respect to the Security Interests, no financing
statement, security agreement or similar or equivalent document or instrument
covering all or any part of the Collateral is on file or of record in any
jurisdiction in which such filing or recording would be effective to perfect a
lien, security interest or other encumbrance of any kind on such Collateral.

      (b) All shares of Common Stock at any time pledged hereunder (or in
respect of which security entitlements are pledged hereunder) are and will be
issued by an issuer organized under the laws of the United States, any State
thereof or the District of Columbia and (i) certificated (and the certificate or
certificates in respect of such shares of Common Stock are and will be located
in the United States) and registered in the name of Pledgor or held through a
securities intermediary whose securities intermediary's jurisdiction (within the
meaning of Section 8-110(e) of the UCC) is located in the United States or (ii)
uncertificated and either registered in the name of Pledgor or held through a
securities intermediary whose securities intermediary's jurisdiction (within the
meaning of Section 8-110(e) of the UCC) is located in the United States.

      (c) (i) Upon the delivery of certificates evidencing any Common Stock to
the Collateral Agent in accordance with Section 6(c)(A) or the registration of
uncertificated Common Stock in the name of the Collateral Agent or its nominee
in accordance with Section 6(c)(B), the Collateral Agent will have, for the
benefit of Secured Party, a valid and, as long as the Collateral Agent retains
possession of such certificates or such uncertificated Common Stock remains so
registered, perfected security interest therein, in respect of which the
Collateral Agent will have control, subject to no prior Lien and (ii) upon the
crediting of any Common Stock to a securities account of the Collateral Agent in
accordance with Section 6(c)(C), the Collateral Agent will have, for the benefit
of Secured Party, a valid and, so long as such Common Stock continues to be
credited to the account of the Collateral Agent with the applicable securities
intermediary, perfected security interest in a securities entitlement in respect
thereof, in respect of which the Collateral Agent will have control subject to
no prior Lien.

      (d) No registration, recordation or filing with any governmental body,
agency or official is required in connection with the execution and delivery of
this Agreement or any Transaction Confirmation or necessary for the validity or
enforceability hereof or thereof or for the perfection or enforcement of the
Security Interests.

      (e) Pledgor has not performed and will not perform any acts that might
prevent the Collateral Agent from enforcing any of the terms of this Agreement
or that might limit the Collateral Agent in any such enforcement.

      (f) The Location of Pledgor is the address set forth in Section 10(d), and
under the Uniform Commercial Code as in effect in such Location, no local filing
is required to perfect a security interest in collateral consisting of general
intangibles.

      (g) Any shares of Common Stock pledged hereunder were acquired by the
Seller in a transaction


                                       3
<PAGE>   24
exempt from the registration requirements under the Securities Act pursuant to
Section 3(a)(10) of the Securities Act.

      SECTION 4. Representations, Warranties and Agreements of the Collateral
Agent. The Collateral Agent represents and warrants to, and agrees with, Pledgor
and Secured Party that:

      (a) The Collateral Agent is a limited liability company, duly formed,
validly existing and in good standing under the laws of the jurisdiction of its
formation, and has all powers and all material governmental licenses,
authorizations, consents and approvals required to enter into, and perform its
obligations under, this Agreement.

      (b) The execution, delivery and performance by the Collateral Agent of
this Agreement have been duly authorized by all necessary action on the part of
the Collateral Agent (no action by the members of the Collateral Agent being
required) and do not and will not violate, contravene or constitute a default
under any provision of applicable law or regulation or of the certificate of
formation or by-laws of the Collateral Agent or of any material agreement,
judgment, injunction, order, decree or other instrument binding upon the
Collateral Agent.

      (c) This Agreement constitutes a valid and binding agreement of the
Collateral Agent enforceable against the Collateral Agent in accordance with its
terms.

      (d) The Collateral Agent has not and will not enter into any agreement
pursuant to which any person other than the Pledgor, the Collateral Agent, the
Secured Party or any securities intermediary through whom any Collateral is held
(but in the case of any such securities intermediary only in respect of
Collateral held through it) has or will have control (within the meaning of
Section 8-106 of the UCC) with respect to any Collateral.

      (e) The Collateral Agent hereby agrees that all liens, pledges and other
security interests of any kind or nature held by it (other than liens, pledges
and security interests arising hereunder) in any of the Collateral securing any
obligation to the Collateral Agent (either in such capacity or in any other
capacity) (collectively, "OTHER LIENS") shall be subordinate and junior to the
liens, pledges and security interests in the Collateral arising hereunder and
that the Collateral Agent will take no action to enforce any Other Liens so long
as any obligation under the Master Stock Purchase Agreement or hereunder
(whether or not then due) should remain unsatisfied.

      SECTION 5. Certain Covenants of Pledgor. Pledgor agrees that, so long as
any of its obligations under the Master Stock Purchase Agreement remain
outstanding:

      (a) Pledgor shall ensure at all times that a Collateral Event of Default
shall not occur, and shall pledge additional Collateral in the manner described
in Sections 6(b) and 6(c) as necessary to cause such requirement to be met.

      (b) Pledgor shall, at the expense of Pledgor and in such manner and form
as Secured Party or the Collateral Agent may require, give, execute, deliver,
file and record any financing statement, notice, instrument, document, agreement
or other papers that may be necessary or desirable in order to create, preserve,
perfect, substantiate or validate any security interest granted pursuant hereto
or to enable the Collateral Agent to exercise and enforce its rights and the
rights of Secured Party hereunder with respect to such security interest. To the
extent permitted by applicable law, Pledgor hereby authorizes the Collateral
Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or
continuation statements (which may be carbon, photographic, photostatic or other
reproductions of this Agreement or of a financing statement relating to this
Agreement) that the Collateral Agent in its sole discretion may deem necessary
or appropriate to further perfect, or maintain the perfection of, the Security
Interests.

      (c) Pledgor shall warrant and defend its title to the Collateral, subject
to the rights of the Collateral Agent and Secured Party, against the claims and
demands of all persons. The Collateral Agent and Secured Party (or, as they may
agree, one of them) may elect, but without an obligation to do so, to discharge
any Lien of any third party on any of the Collateral.

      (d) Pledgor agrees that it shall not change (1) its name, identity
corporate structure in any manner or (2) its Location, unless in either case (A)
it shall have given the Collateral Agent not less than 30 days' prior notice
thereof and (B) such change shall not


                                       4
<PAGE>   25
cause any of the Security Interests to become unperfected or subject any
Collateral to any other Lien.

      (e) Pledgor agrees that it shall not (1) create or permit to exist any
Lien (other than the Security Interests) or any Transfer Restriction ( upon or
with respect to the Collateral, (2) sell or otherwise dispose of, or grant any
option with respect to, any of the Collateral or (3) enter into or consent to
any agreement pursuant to which any person other than the Pledgor, the
Collateral Agent, the Secured Party and any securities intermediary through whom
any of the Collateral is held (but in the case of any such securities
intermediary only in respect of Collateral held through it) has or will have
control (within the meaning of Section 8-106 of the UCC) in respect of any
Collateral.

      SECTION 6. Administration of the Collateral and Valuation of the
Securities.

      (a) The Collateral Agent shall determine on each Business Day whether a
Collateral Event of Default shall have occurred.

      (b) Pledgor may pledge additional Collateral hereunder at any time.
Concurrently with the delivery of any additional Eligible Collateral, Pledgor
shall deliver to the Collateral Agent a certificate of an Authorized Officer of
Pledgor substantially in the form of Exhibit A hereto and dated the date of such
delivery, (A) identifying the additional items of Eligible Collateral being
pledged, (B) identifying the Transaction Confirmation relating to the
Transaction in respect of which such Eligible Collateral is being pledged, and
(C) certifying that with respect to such items of additional Eligible Collateral
the representations and warranties contained in paragraphs (a), (b), (c) and (d)
of Section 3 and paragraph (c) of Section 2 of such Transaction Confirmation are
true and correct with respect to such Eligible Collateral on and as of the date
thereof. Pledgor hereby covenants and agrees to take all actions required under
Section 6(c) and any other actions necessary to create for the benefit of the
Collateral Agent a valid, first priority, perfected security interest in, and a
first lien upon, such additional Eligible Collateral.

      (c) Any delivery of Common Stock (or security entitlement in respect
thereof) as Collateral to the Collateral Agent by Pledgor shall be effected (A)
in the case of Collateral consisting of certificated Common Stock registered in
the name of Pledgor, by delivery of certificates representing such Common Stock
to the Collateral Agent, accompanied by any required transfer tax stamps, and in
suitable form for transfer by delivery or accompanied by duly executed
instruments of transfer or assignment in blank, with signatures appropriately
guaranteed, all in form and substance satisfactory to the Collateral Agent, (B)
in the case of Collateral consisting of uncertificated Common Stock registered
in the name of Pledgor, by transmission by Pledgor of an instruction to the
issuer of such Common Stock instructing such issuer to register such Common
Stock in the name of the Collateral Agent or its nominee, accompanied by any
required transfer tax stamps, and the issuer's compliance with such instructions
or (C) in the case of Common Stock in respect of which security entitlements are
held by Pledgor through a securities intermediary, by the crediting of such
Common Stock, accompanied by any required transfer tax stamps, to a securities
account of the Collateral Agent at such securities intermediary or, at the
option of the Collateral Agent, at another securities intermediary satisfactory
to the Collateral Agent. Upon delivery of any such Pledged Item under this
Agreement, the Collateral Agent shall examine such Pledged Item and any
certificates delivered pursuant to Section 6(b) or otherwise pursuant to the
terms hereof in connection therewith to determine that they comply as to form
with the requirements for Eligible Collateral.

      (d) If on any Business Day the Collateral Agent determines that a
Collateral Event of Default shall have occurred, the Collateral Agent shall
promptly notify Pledgor of such determination by telephone call to an Authorized
Officer of Pledgor followed by a written confirmation of such call.

      (e) If on any Business Day the Collateral Agent determines that no Event
of Default or failure by Pledgor to meet any of its obligations under Sections 5
or 6 hereof has occurred and is continuing, Pledgor may obtain the release from
the Security Interests of any Collateral upon delivery to the Collateral Agent
of a written notice from an Authorized Officer of Pledgor indicating the items
of Collateral to be released so long as, after such release, no Collateral Event
of Default shall have occurred.

      (f) On each Settlement Date for each Transaction under the Master Stock
Purchase Agreement, unless (i) Seller shall have otherwise effected the
deliveries required by Section 3.02(b) of


                                       5
<PAGE>   26
the Master Stock Purchase Agreement on each Settlement Date in respect of such
Transaction or (ii) the shares of Common Stock (or security entitlements in
respect thereof) then held by the Collateral Agent hereunder in respect of such
Transaction are not Free Shares, the Collateral Agent shall deliver (and Pledgor
hereby irrevocably instructs the Collateral Agent to deliver, in whole or
partial, as the case may be, satisfaction of Pledgor's obligations to deliver
shares of such Common Stock (or security entitlements in respect thereof) to an
affiliate of Secured Party designated by Secured Party on such Settlement Date
pursuant to the Master Stock Purchase Agreement) to an affiliate of Secured
Party designated by Secured Party shares of such Common Stock (or security
entitlements in respect thereof) then held by it hereunder in respect of such
Transaction representing the number of shares of such Common Stock (or security
entitlements in respect thereof) required to be delivered under the Master Stock
Purchase Agreement on such Settlement Date. Upon any such delivery, such
affiliate of Secured Party shall hold such shares of such Common Stock (or
security entitlements in respect thereof) absolutely and free from any claim or
right whatsoever (including, without limitation, any claim or right of Pledgor).

      (g) The Collateral Agent may at any time or from time to time, in its sole
discretion, cause any or all of the Common Stock pledged hereunder (or in
respect of which security entitlements are pledged hereunder) registered in the
name of Pledgor or its nominee to be transferred of record into the name of the
Collateral Agent or its nominee. Pledgor shall promptly give to the Collateral
Agent copies of any notices or other communications received by Pledgor with
respect to Common Stock (or security entitlements in respect thereof) pledged
hereunder registered, or held through a securities intermediary, in the name of
Pledgor or its nominee and the Collateral Agent shall promptly give to Pledgor
copies of any notices and communications received by the Collateral Agent with
respect to Common Stock (or security entitlements in respect thereof) pledged
hereunder registered, or held through a securities intermediary, in the name of
the Collateral Agent or its nominee.

      (h) Pledgor agrees that it shall forthwith upon demand pay to the
Collateral Agent:

            (i) the amount of any taxes that the Collateral Agent or Secured
      Party may have been required to pay by reason of the Security Interests or
      to free any of the Collateral from any Lien thereon, and

            (ii) the amount of any and all out-of-pocket expenses, including the
      reasonable fees and disbursements of counsel and of any other experts,
      that the Collateral Agent or Secured Party may incur in connection with
      (A) the enforcement of this Agreement, including such expenses as are
      incurred to preserve the value of the Collateral and the validity,
      perfection, rank and value of the Security Interests, (B) the collection,
      sale or other disposition of any of the Collateral, (C) the exercise by
      the Collateral Agent of any of the rights conferred upon it hereunder or
      (D) any Event of Default.

Any such amount not paid on demand shall bear interest (computed on the basis of
a year of 360 days and payable for the actual number of days elapsed) at a rate
per annum equal to 5% plus the prime rate as published in The Wall Street
Journal, Eastern Edition in effect from time to time during the period from the
date hereof to the date of the termination of this Agreement.

      (i) Without limiting the rights and obligations of the parties under this
Agreement, the Collateral Agent agrees that, so long as an Event of Default has
not occurred, it shall not sell, lend, pledge, rehypothecate, assign or invest
in its business any of the Collateral it holds.

      SECTION 7. Income and Voting Rights in Collateral.

      (a) The Collateral Agent shall have the right to receive and retain as
Collateral hereunder all proceeds of the Collateral , and Pledgor shall take all
such action as the Collateral Agent shall deem necessary or appropriate to give
effect to such right. All such proceeds including, without limitation, all
dividends and other payments and distributions that are received by Pledgor
shall be received in trust for the benefit of the Collateral Agent and Secured
Party and, if the Collateral Agent so directs, shall be segregated from other
funds of Pledgor and shall, forthwith upon demand by the Collateral Agent be
paid over to the Collateral Agent as Collateral in the same form as received
(with any necessary endorsement).


                                       6
<PAGE>   27
      (b) Unless an Event of Default shall have occurred and be continuing,
Pledgor shall have the right, from time to time, to vote and to give consents,
ratifications and waivers with respect to the Collateral, and the Collateral
Agent shall, upon receiving a written request from Pledgor accompanied by a
certificate of an Authorized Officer of Pledgor stating that no Event of Default
has occurred and is continuing, deliver to Pledgor or as specified in such
request such proxies, powers of attorney, consents, ratifications and waivers in
respect of any of the Collateral that is registered, or held through a
securities intermediary, in the name of the Collateral Agent or its nominee as
shall be specified in such request and shall be in form and substance
satisfactory to the Collateral Agent.

      (c) If an Event of Default shall have occurred and be continuing, the
Collateral Agent shall have the right, to the extent permitted by law, and
Pledgor shall take all such action as may be necessary or appropriate to give
effect to such right, to vote and to give consents, ratifications and waivers,
and to take any other action with respect to any or all of the Collateral with
the same force and effect as if the Collateral Agent were the absolute and sole
owner thereof.

      SECTION 8. Remedies upon Events of Default.

      (a) If any Event of Default shall have occurred and be continuing, the
Collateral Agent may exercise on behalf of Secured Party all the rights of a
secured party under the Uniform Commercial Code (whether or not in effect in the
jurisdiction where such rights are exercised) and, in addition, without being
required to give any notice, except as herein provided or as may be required by
mandatory provisions of law, shall: (i) deliver all Collateral consisting of
shares of Common Stock (or security entitlements in respect thereof) (but not in
excess of the number thereof deliverable under the Master Stock Purchase
Agreement at such time) to an affiliate of Secured Party designated by Secured
Party on the date of the Acceleration Amount Notice relating to such Event of
Default (the "DEFAULT SETTLEMENT DATE") in satisfaction of Pledgor's obligations
to deliver Common Stock (or security entitlements in respect thereof) under the
Master Stock Purchase Agreement, whereupon Secured Party shall hold such shares
of Common Stock (or security entitlements in respect thereof) absolutely free
from any claim or right of whatsoever kind, including any equity or right of
redemption of Pledgor that may be waived or any other right or claim of Pledgor,
and Pledgor, to the extent permitted by law, hereby specifically waives all
rights of redemption, stay or appraisal that it has or may have under any law
now existing or hereafter adopted; and (ii) if such delivery shall be
insufficient to satisfy in full all of the obligations of Pledgor under the
Master Stock Purchase Agreement or hereunder, sell all of the remaining
Collateral, or such lesser portion thereof as may be necessary to generate
proceeds sufficient to satisfy in full all of the obligations of Pledgor under
the Master Stock Purchase Agreement or hereunder, at public or private sale or
at any broker's board or on any securities exchange, for cash, upon credit or
for future delivery, and at such price or prices as the Collateral Agent may
deem satisfactory. Pledgor covenants and agrees that it will execute and deliver
such documents and take such other action as the Collateral Agent deems
necessary or advisable in order that any such sale may be made in compliance
with law. Upon any such sale the Collateral Agent shall have the right to
deliver, assign and transfer to the buyer thereof the Collateral so sold. Each
buyer at any such sale shall hold the Collateral so sold absolutely and free
from any claim or right of whatsoever kind, including any equity or right of
redemption of Pledgor that may be waived or any other right or claim of Pledgor,
and Pledgor, to the extent permitted by law, hereby specifically waives all
rights of redemption, stay or appraisal that it has or may have under any law
now existing or hereafter adopted. The notice (if any) of such sale required by
Section 9-504 of the UCC shall (1) in case of a public sale, state the time and
place fixed for such sale, (2) in case of sale at a broker's board or on a
securities exchange, state the board or exchange at which such sale is to be
made and the day on which the Collateral, or the portion thereof so being sold,
will first be offered for sale at such board or exchange, and (3) in the case of
a private sale, state the day after which such sale may be consummated. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix in the notice of
such sale. At any such sale the Collateral may be sold in one lot as an entirety
or in separate parcels, as the Collateral Agent may determine. The Collateral
Agent shall not be obligated to make any such sale pursuant to any such notice.
The Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for the sale, and such sale may be made at any time
or place to which the same may be so adjourned. In case of any sale of all or
any part of the Collateral on credit or for


                                       7
<PAGE>   28
future delivery, the Collateral so sold may be retained by the Collateral Agent
until the selling price is paid by the buyer thereof, but the Collateral Agent
shall not incur any liability in case of the failure of such buyer to take up
and pay for the Collateral so sold and, in case of any such failure, such
Collateral may again be sold upon like notice. The Collateral Agent, instead of
exercising the power of sale herein conferred upon it, may proceed by a suit or
suits at law or in equity to foreclose the Security Interests and sell the
Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.

      (b) Pledgor hereby irrevocably appoints the Collateral Agent its true and
lawful attorney, with full power of substitution, in the name of Pledgor, the
Collateral Agent or Secured Party or otherwise, for the sole use and benefit of
the Collateral Agent and Secured Party, but at the expense of Pledgor, to the
extent permitted by law, to exercise, at any time and from time to time while an
Event of Default has occurred and is continuing, all or any of the following
powers with respect to all or any of the Collateral:

            (i) to demand, sue for, collect, receive and give acquittance for
      any and all monies due or to become due upon or by virtue thereof,

            (ii) to settle, compromise, compound, prosecute or defend any action
      or proceeding with respect thereto,

            (iii) to sell, transfer, assign or otherwise deal in or with the
      same or the proceeds or avails thereof, as fully and effectually as if the
      Collateral Agent were the absolute owner thereof (including, without
      limitation, the giving of instructions and entitlement orders in respect
      thereof), and

            (iv) to extend the time of payment of any or all thereof and to make
      any allowance and other adjustments with reference thereto;

provided that the Collateral Agent shall give Pledgor not less than one day's
prior written notice of the time and place of any sale or other intended
disposition of any of the Collateral, except any Collateral that threatens to
decline speedily in value, including, without limitation, equity securities, or
is of a type customarily sold on a recognized market. The Collateral Agent and
Pledgor agree that such notice constitutes reasonable notification within the
meaning of Section 9-504(3) of the UCC.

      (c) Upon any delivery or sale of all or any part of any Collateral made
either under the power of delivery or sale given hereunder or under judgment or
decree in any judicial proceedings for foreclosure or otherwise for the
enforcement of this Agreement, the Collateral Agent is hereby irrevocably
appointed the true and lawful attorney of Pledgor, in the name and stead of
Pledgor, to make all necessary deeds, bills of sale, instruments of assignment,
transfer or conveyance of the property, and all instructions and entitlement
orders in respect of the property, thus delivered or sold. For that purpose the
Collateral Agent may execute all such documents, instruments, instructions and
entitlement orders. This power of attorney shall be deemed coupled with an
interest, and Pledgor hereby ratifies and confirms that which its attorney
acting under such power, or such attorney's successors or agents, shall lawfully
do by virtue of this Agreement. If so requested by the Collateral Agent, by
Secured Party or by any buyer of the Collateral or a portion thereof, Pledgor
shall further ratify and confirm any such delivery or sale by executing and
delivering to the Collateral Agent, to Secured Party or to such buyer or buyers
at the expense of Pledgor all proper deeds, bills of sale, instruments of
assignment, conveyance or transfer, releases, instructions and entitlement
orders as may be designated in any such request.

      (d) In the case of an Event of Default, the Collateral Agent may proceed
to realize upon the security interest in the Collateral against any one or more
of the types of Collateral, at any time, as the Collateral Agent shall determine
in its sole discretion subject to the foregoing provisions of this Section 8.
The proceeds of any sale of, or other realization upon, or other receipt from,
any of the Collateral shall be applied by the Collateral Agent in the following
order of priorities:

            first, to the payment to the Collateral Agent of the expenses of
      such sale or other realization, including reasonable compensation to the
      Collateral Agent and its agents and counsel, and all expenses, liabilities
      and advances incurred or made by the Collateral Agent in connection
      therewith, including brokerage fees in connection with


                                       8
<PAGE>   29
      the sale by the Collateral Agent of any Collateral;

            second, to the payment to Secured Party of an amount in respect of
      each Transaction under the Master Stock Purchase Agreement equal to the
      aggregate Market Value of a number of shares of the relevant Common Stock
      equal to (i) the number of shares of such Common Stock (or security
      entitlements in respect thereof) that would be required to be delivered
      under Section 8.01 of the Master Stock Purchase Agreement on the Default
      Settlement Date in respect of such Transaction without giving effect to
      the proviso therein minus (ii) the number of shares of such Common Stock
      (or security entitlements in respect thereof) delivered by the Collateral
      Agent to Secured Party on the Default Settlement Date in respect of such
      Transaction as described in Section 8(a);

            finally, if all of the obligations of Pledgor hereunder and under
      the Master Stock Purchase Agreement have been fully discharged or
      sufficient funds have been set aside by the Collateral Agent at the
      request of Pledgor for the discharge thereof, any remaining proceeds shall
      be released to Pledgor.

      SECTION 9. The Collateral Agent.

      (a) Secured Party hereby irrevocably appoints and authorizes the
Collateral Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Collateral Agent by the
terms hereof, together with all such powers as are reasonably incidental
thereto.

      (b) The obligations of the Collateral Agent hereunder are only those
expressly set forth in this Agreement.

      (c) The Collateral Agent may consult with legal counsel, independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

      (d) Neither the Collateral Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or not taken by it in
connection with this Agreement (1) with the consent or at the request of Secured
Party or (2) in the absence of its own gross negligence or willful misconduct.
The Collateral Agent shall not incur any liability by acting in reliance upon
any notice, consent, certificate, statement, or other writing (which may be a
bank wire, telex or similar writing) believed by it to be genuine or to be
signed by the proper party or parties.

      (e) Pledgor shall indemnify the Collateral Agent against any cost, expense
(including counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from the Collateral Agent's gross negligence or
willful misconduct) that the Collateral Agent may suffer or incur in connection
with this Agreement or any action taken or omitted by the Collateral Agent
hereunder.

      (f) Beyond the exercise of reasonable care in the custody thereof, the
Collateral Agent shall have no duty as to any Collateral in its possession or
control or in the possession or control of any agent, bailee, clearing
corporation or securities intermediary or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto. The Collateral Agent shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral if the Collateral is accorded
treatment substantially equal to that which it accords its own property, and
shall not be liable or responsible for any loss or damage to any of the
Collateral, or for any diminution in the value thereof, by reason of the act or
omission of any agent, bailee, clearing corporation or securities intermediary
selected by the Collateral Agent in good faith (or selected by an agent, bailee,
clearing corporation or securities intermediary so selected by the Collateral
Agent or by any agent, bailee, clearing corporation or securities intermediary
selected in accordance with this parenthetical phrase).

      (g) Any corporation or association into which the Collateral Agent may be
converted or merged, or with which it may be consolidated, or to which it may
sell or transfer its agency business and assets as a whole or substantially as a
whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, shall, subject
to the prior written


                                       9
<PAGE>   30
consent of Secured Party, be and become a successor Collateral Agent hereunder
and vested with all of the title to the Collateral and all of the powers,
discretions, immunities, privileges and other matters as was its predecessor
without, except as provided above, the execution or filing of any instrument or
any further act, deed or conveyance on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

      SECTION 10. Miscellaneous.

      (a) Whenever any of the parties hereto is referred to, such reference
shall be deemed to include the successors and assigns of such party. All the
covenants and agreements herein contained by or on behalf of Pledgor and the
Collateral Agent shall bind, and inure to the benefit of, their respective
successors and assigns whether so expressed or not, and shall be enforceable by
and inure to the benefit of Secured Party and its successors and assigns.

      (b) To the extent permitted by law, the unenforceability or invalidity of
any provision or provisions of this Agreement shall not render any other
provision or provisions herein contained unenforceable or invalid.

      (c) Any provision of this Agreement may be amended or waived if, and only
if, such amendment or waiver is in writing and signed, in the case of an
amendment, by Pledgor, the Collateral Agent and Secured Party or, in the case of
a waiver, by the party against whom the waiver is to be effective. No failure or
delay by either party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

      (d) All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
forms of telecommunication. Notices to Pledgor shall be directed to it at the
address specified on the last page hereof; notices to the Collateral Agent shall
be directed to it at Banc of America Securities LLC, 9 West 57th Street, New
York, New York 10019, Telecopy No. 212-583-8569, Attention: Deidre Hicks;
notices to Secured Party shall be directed to it care of Banc of America
Securities LLC, 9 West 57th Street, New York, New York 10019, Telecopy No.
212-583-8569, Attention: Deidre Hicks.

      (e) This Agreement shall in all respects be construed in accordance with
and governed by the laws of the State of New York (without reference to choice
of law doctrine); provided that as to Pledged Items located in any jurisdiction
other than the State of New York, the Collateral Agent on behalf of Secured
Party shall have, in addition to any rights under the laws of the State of New
York, all of the rights to which a secured party is entitled under the laws of
such other jurisdiction. The parties hereto hereby agree that the Collateral
Agent's jurisdiction, within the meaning of Section 8-110(e) of the UCC, insofar
as it acts as a securities intermediary hereunder or in respect hereof, is the
State of New York. To the extent permitted by law, the unenforceability or
invalidity of any provision or provisions of this Agreement shall not render any
other provision or provisions herein contained unenforceable or invalid.

      (F) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE
BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      (G) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      (h) This Agreement may be executed, acknowledged and delivered in any
number of counterparts and all such counterparts taken together shall be deemed
to constitute one and the same agreement.

      SECTION 11. Termination of Pledge Agreement. This Agreement and the rights
hereby granted by Pledgor in the Collateral shall cease, terminate and be void
upon fulfillment of all of the obligations of Pledgor under the Master Stock
Purchase Agreement, under each Transaction Confirmation and hereunder. Any
Collateral remaining at the time of such termination shall be fully released and
discharged from the Security Interests and delivered to Pledgor by


                                       10
<PAGE>   31
the Collateral Agent, all at the request and expense of Pledgor.

                                  *************

Date of Agreement: February 9, 2000

Pledgor: Advanced Fibre Communications, Inc.
         a corporation


Pledgor's Address for Notices:
One Willow Brook Ct.
Petaluma, CA 94954
Phone No.: 707-792-4163
Telecopy No.: 707-792-7275
Attn: Peter M. Donahower, Treasurer

                                  *************

      IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
and year first above written.

PLEDGOR:

ADVANCED FIBRE COMMUNICATIONS, INC.

By:    /s/ Keith E. Pratt
       -------------------------------
Name:  Keith E. Pratt
Title: Vice President and CFO

ADVANCED FIBRE COMMUNICATIONS, INC.

By:    /s/ Peter Donahower
       -------------------------------
Name:  Peter Donahower
Title: Director, Treasury

BANC OF AMERICA SECURITIES LLC,
as Collateral Agent

By:    /s/ William Caccamise
       -------------------------------
Name:  William Caccamise
Title: Managing Director

SECURED PARTY:

BANK OF AMERICA, N.A.

By:    /s/ William Caccamise
       -------------------------------
Name:  William Caccamise
Title: Managing Director


                                       11
<PAGE>   32
Exhibit A
to
Pledge Agreement

                      CERTIFICATE FOR ADDITIONAL COLLATERAL

      The undersigned, an officer of Advanced Fibre Communications, Inc.
("PLEDGOR"), hereby certifies, pursuant to Section 6(b) of the Pledge Agreement,
dated as of February 9, 2000, among Pledgor, Banc of America Securities LLC, as
Collateral Agent, and Bank of America, N.A. (the "PLEDGE AGREEMENT"; terms
defined in the Pledge Agreement being used herein as defined therein), that:

            1. Pledgor is delivering, or causing to be delivered in accordance
      with Section 6(c) of the Pledge Agreement, the following securities (or
      security entitlements in respect thereof) to the Collateral Agent to be
      held by the Collateral Agent as additional Collateral (the "ADDITIONAL
      COLLATERAL"):

            2. The Transaction in respect of which the Additional Collateral is
      being pledged is described in the Transaction Confirmation with a Trade
      Date of ___________ __, 2000.

            3. Pledgor hereby represents and warrants to the Collateral Agent
      that the Additional Collateral is Eligible Collateral and that the
      representations and warranties contained in paragraphs (a), (b), (c) and
      (d) of Section 3 of the Pledge Agreement and paragraph (c) of Section 2 of
      such Transaction Confirmation are true and correct with respect to the
      Additional Collateral on and as of the date hereof.

      This Certificate may be relied upon by Secured Party as fully and to the
same extent as if this Certificate had been specifically addressed to Secured
Party.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate this ___
day of __________, 2000.

ADVANCED FIBRE COMMUNICATIONS, INC.

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


                                       12