EXHIBIT 4(m)

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                             J.P. MORGAN CHASE & CO.

                                       AND


         [                                                            ],
                as Unit Agent, as Trustee and Paying Agent under
                the Indenture referred to herein, and as Warrant
                  Agent under the Warrant Agreement referred to
                                     herein





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


                             FORM OF UNIT AGREEMENT

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                             Dated as of __________



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                               TABLE OF CONTENTS


                                                                      Page

                                   ARTICLE 1
            Definitions and Other Provisions of General Application

Section 1.01.  Definitions.............................................2

                                   ARTICLE 2
                                     Units

Section 2.01.  Forms Generally.........................................5
Section 2.02.  Form of Certificate of Authentication and
                  Countersignature.....................................6
Section 2.03.  Units...................................................6
Section 2.04.  Denominations...........................................7
Section 2.05.  Rights and Obligations Evidenced by the Units...........7
Section 2.06.  Execution, Authentication, Delivery and Dating..........7
Section 2.07.  Registration of Transfer and Exchange...................7
Section 2.08.  Mutilated, Destroyed, Lost and Stolen Unit
                  Certificates.........................................8
Section 2.09.  Persons Deemed Owners...................................9
Section 2.10.  Cancellation...........................................10
Section 2.11.  Exchange of Global Units and Definitive Units..........10

                                   ARTICLE 3
         Automatic separation of units; termination of unit agreement

Section 3.01.  Automatic Separation of Units; Termination of Unit
                  Agreement...........................................11
Section 3.02.  Effect of Termination..................................11

                                   ARTICLE 4
            Other Provisions Relating to Rights of Holders of Units

Section 4.01. Holder May Enforce Rights...............................11

                                   ARTICLE 5
                                   The Agent

Section 5.01.  Certain Duties and Responsibilities....................12
Section 5.02.  Certain Rights of Agent................................13


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                                                                     Page

Section 5.03.  Not Responsible for Recitals or Issuance of Units......13
Section 5.04.  May Hold Units.........................................14
Section 5.05.  Compensation and Reimbursement.........................14
Section 5.06.  Corporate Agent Required; Eligibility..................15
Section 5.07.  Resignation and Removal; Appointment of
                  Successor...........................................15
Section 5.08.  Acceptance of Appointment by Successor.................16
Section 5.09.  Merger, Conversion, Consolidation or Succession to
                  Business............................................17
Section 5.10.  Tax Compliance.........................................17

                                   ARTICLE 6
                   Consolidation, Merger, Sale or Conveyance

Section 6.01.  Covenant Not to Merge, Consolidate, Sell or Convey
                  Property Except Under Certain Conditions............18
Section 6.02.  Rights and Duties of Successor Corporation.............18
Section 6.03.  Opinion of Counsel to Agent............................19

                                   ARTICLE 7
                           Miscellaneous Provisions

Section 7.01.  Amendments.............................................19
Section 7.02.  Incorporators, Stockholders, Officers and Directors
                  of the Corporation Immune from Liability............20
Section 7.03.  Compliance Certificates and Opinions...................21
Section 7.04.  Form of Documents Delivered to Agent...................21
Section 7.05.  Maintenance of Office or Agency........................22
Section 7.06.  Notices, Etc...........................................23
Section 7.07.  Notices to Holders; Waiver.............................23
Section 7.08.  Effect of Headings and Table of Contents...............23
Section 7.09.  Successors and Assigns.................................23
Section 7.10.  Separability Clause....................................23
Section 7.11.  Benefits of Agreement..................................24
Section 7.12.  Governing Law..........................................24
Section 7.13.  Counterparts...........................................24
Section 7.14.  Inspection of Agreement................................24

Exhibit A -- Form of Unit Certificate


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         UNIT AGREEMENT, dated as of _____________, by and among
J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation") and
[ ], acting solely as unit agent under this Agreement (in its capacity as unit
agent, the "Agent", except to the extent that this Agreement specifically states
that the Agent is acting in another capacity), [ ], as trustee and paying agent
under the Indenture described below (in its capacity as trustee under the
Indenture, the "Trustee" and, in its capacity as paying agent under the
Indenture, the "Paying Agent"), and [ ], as Warrant Agent under the Warrant
Agreement described below (in its capacity as Warrant Agent under the Warrant
Agreement, the "Warrant Agent").

         WHEREAS, the Corporation has entered into an Indenture dated as of [ ],
2001 between the Corporation and [ ], as Trustee (the "Indenture");

         WHEREAS, the Corporation has entered into a Warrant Agreement (the
"Warrant Agreement") dated as of ____________ between the Corporation and [ ],
as Warrant Agent;

         WHEREAS, the Corporation has duly authorized the issuance, pursuant to
the Warrant Agreement, of _________ Warrants [Settling/Expiring] ________ (the
"Warrants");

         WHEREAS, the Corporation has duly authorized the issuance, pursuant to
the Indenture, of [     ] aggregate principal amount of Notes due _______(the
"Notes") and

         WHEREAS, the Corporation desires to provide for the issuance of the
[Separable] Units [Mandatorily] Exchangeable for ________________________
consisting of ___________________ (the "Units");

         NOW, THEREFORE, in consideration of the premises and the purchases of
the Units by the holders thereof, the Corporation, the Agent, the Warrant Agent
and the Trustee and Paying Agent mutually covenant and agree as follows:


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                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

               (i) the terms defined in this Article have the meanings assigned
          to them in this Article and include the plural as well as the
          singular;

               (ii) all accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with generally accepted
          accounting principles in the United States in effect at the time of
          any computation; and

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

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

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

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

         ["Automatic Separation Date" means _________________________.]

         "Board of Directors", means the board of directors of the Corporation
or any other committee duly authorized to act on its behalf with respect to this
Agreement.

         "Board Resolution", means one or more resolutions, certified by the
Secretary or an Assistant Secretary of the Corporation to have been duly adopted




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or consented to by the Board of Directors and to be in full force and effect on
the date of such certification and delivered to the Agent.

         "Corporate Trust Office" means the office of the Agent at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at [ ].

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

         "Definitive Securities" means any Security in definitive form.

         "Definitive Unit" means any Unit comprised of Definitive Securities.

         "Depositary" means DTC, or any successor as the Holder of any Global
Units.

         "DTC" means The Depository Trust Company or its nominee.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Global Note" means a global Note in registered form originally issued
as part of a Global Unit.

         "Global Securities" means the Global Warrant and Global Note.

         "Global Unit" means any Unit that comprises the Global Securities and
is represented by a Global Unit Certificate.

         "Global Unit Certificate" means a global Unit Certificate in registered
form.

         "Global Warrant" means a global Warrant in registered form originally
issued as part of a Global Unit.

         "Holder" means in the case of any Security or Unit, the Person in whose
name such Security or the Securities constituting a part of such Unit are
registered on the relevant Security Register.

         "Indenture" has the meaning specified in the first recital in this
Agreement.




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         "Issuer Order" means a written statement, request or order of the
Issuer signed in its name by any one of the following: the chairman of the Board
of Directors, the president, a vice chairman of the Board of Directors, the
chief financial officer or the treasurer or any other person certified by any of
the foregoing officers in an Officers' Certificate to be an executive officer of
the Corporation or authorized by the Board of Directors to execute any such
written statement, request or order and delivered to the Agent.

         "Note" has the meaning stated in the fourth recital in this Agreement.

         "Note Register" has the meaning specified in Section 2.07.

         "Officer's Certificate" means a certificate signed by the chairman of
the Board of Directors, the president, a vice chairman of the Board of
Directors, the chief financial officer or the treasurer of the Issuer (or any
other officer identified by any of the foregoing officers in an Officers'
Certificate to be an executive officer of the Corporation) and the secretary, an
assistant secretary or the controller of the Issuer and delivered to the Agent.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Corporation and who shall
otherwise be satisfactory to the Agent.

         "Paying Agent" means any Person authorized by the Corporation to pay
the Put Price or any other sums payable by the Corporation; provided that such
Person shall be a bank or trust company organized and in good standing under the
laws of the United States or any state in the United States, having (together
with its parent) capital, surplus and undivided profits aggregating at least
$50,000,000 or any foreign branch or office of such a bank or trust company,
and, subject to the foregoing, may be an Affiliate of the Corporation.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Responsible Officer" with respect to the Agent means the chairman of
the Board of Directors, any vice chairman of the board of directors, the
chairman of the trust committee, the chairman of the executive committee, any
vice chairman of the executive committee, the president, any vice president, the
cashier, the secretary, the treasurer, any trust officer, any assistant trust
officer, any assistant vice president, any assistant cashier, any assistant
secretary, any assistant treasurer, or any other officer or assistant officer of
the Trustee customarily performing functions similar to those performed by the
persons who




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at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his knowledge of and familiarity with the
particular subject.

         "Security" means either a [list constituent securities].

         "Security Register" means either a Note Register or Warrant Register.

         "Trustee", with respect to Notes, means the Person acting as Trustee
under the Indenture until a successor Trustee shall have become such pursuant to
the applicable provisions of such Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

         "Unit" has the meaning stated in the fifth recital to this Agreement.

         "Unit Certificate" means a certificate evidencing the rights and
obligations of the Corporation and a Holder with respect to the number of Units
specified on such certificate.

         "Unit Register" has the meaning specified in Section 2.07.

         "Warrant Agreement" has the meaning stated in the second recital of
this Agreement.

         "Warrant Property" has the meaning specified in the Warrant Agreement.

         "Warrant Register" with respect to any Warrants constituting a part of
the Units means the security register of the Corporation maintained by the
Warrant Agent pursuant to the Warrant Agreement.

         "Warrants" has the meaning stated in the third recital of this
Agreement.



                                    ARTICLE 2
                                      UNITS

         SECTION 2.01. Forms Generally. (a) The Units shall be substantially in
the form of Exhibit A. The Unit Certificates may have imprinted or otherwise
reproduced thereon such letters, numbers or other marks of identification or
designation and such legends or endorsements as the officers of the Corporation
executing the Securities constituting a part thereof may approve (execution




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thereof to be conclusive evidence of such approval) and that are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto, or
with any rule or regulation of any self-regulatory organization on which the
Units may be listed or quoted or of any securities depository or to conform to
general usage.

          (b) The Unit Certificates shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Unit Certificates, as evidenced by
their execution of the Securities constituting a part of the Units evidenced by
such Unit Certificates.

          (c) The Units shall be issued initially as Global Units in fully
registered form. A beneficial interest in a Unit may not be exchanged for a
Definitive Unit, except as provided in Section 2.11. The Corporation shall
execute, and the Trustee and Warrant Agent shall, in accordance with Section
2.06, authenticate and countersign, respectively, and deliver one or more global
Unit Certificates (comprised of [list constituent Global Securities]) that (i)
shall evidence all of the Units issued, shall be registered in the name of the
Depositary or its nominee, shall be delivered by the Agent to the Depositary or
pursuant to such Depositary's instructions and shall bear a legend substantially
to the following effect: "Unless and until it is exchanged in whole or in part
for Units in definitive registered form, this Unit Certificate may not be
transferred except as a whole by the Depositary to the nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary."

         SECTION 2.02. Form of Certificate of Authentication and
Countersignature. The form of the Trustee's certificate of authentication of the
Notes and the form of the Warrant Agent's countersignature of the Warrants, each
constituting a part of the Units, shall be substantially in such form as set
forth in the Indenture or the Warrant Agreement, as applicable.

         SECTION 2.03.  Units.  (a)  Each Unit will consist of ______________.

         (b) The aggregate number of Units that may be authenticated,
countersigned and delivered under this Agreement is ___________________ (except
for Units authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Units pursuant to Section 2.07, 2.08 or
2.11);

          (c) The [list constituent securities] may be purchased, transferred
and exchanged only as Units [until the Automatic Separation Date. On the
Automatic Separation Date, the Units shall automatically separate into their
constituent [list constituent securities], and the Units will cease to exist.
Each beneficial owner of




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a Unit on the Automatic Separation Date shall become the owner of [list amount
of constituent securities], which may thereafter be transferred as separate
Securities.]

         SECTION 2.04. Denominations. Units shall be issuable only in registered
form and in denominations of ___________ Units, Notes and Warrants,
respectively, and any integral multiple thereof.

         SECTION 2.05. Rights and Obligations Evidenced by the Units. Units
shall evidence [(a) the number of Warrants specified on the face of the Warrant
Certificate attached to any Unit Certificate representing Definitive Units or
[on the face of] [Schedule A to] the Warrant Certificate representing Global
Warrants attached to the Unit Certificate representing Global Units and (b) the
aggregate principal amount of Notes specified on the face of the Note attached
to any Unit Certificate representing Definitive Units or on [the face
of][Schedule A to] the Global Note attached to the Unit Certificate representing
Global Units.]

         SECTION 2.06. Execution, Authentication, Delivery and Dating. Upon the
execution and delivery of this Agreement, and from time to time thereafter, the
Corporation may deliver, subject to the limitation on the aggregate number of
[list constituent securities] represented thereby set forth in Section 2.03(b),
Unit Certificates (including the Securities executed by the Corporation
constituting the Units evidenced by such Unit Certificates) to the Trustee and
Warrant Agent for authentication and countersignature, as the case may be, of
the Securities comprised by such Units, together with its Issuer Requests for
authentication and countersignature of such Securities, and the Trustee in
accordance with the Indenture and the Issuer Request of the Corporation shall
authenticate the Notes constituting a part of the Units evidenced by such Unit
Certificates and the Warrant Agent in accordance with the Warrant Agreement
shall countersign the Warrants constituting a part of the Units evidenced by
such Unit Certificates and each shall deliver such Unit Certificates upon the
order of the Corporation.

         Notes constituting a part of the Units shall be executed on behalf of
the Corporation in accordance with the terms of the Indenture. Warrants
constituting a part of the Units shall be executed on behalf of the Corporation
in accordance with the terms of the Warrant Agreement.

         SECTION 2.07. Registration of Transfer and Exchange. A register (the
register being herein referred to as "Note Register") shall be maintained in
accordance with the Indenture to provide for the registration of Notes
constituting a part of the Units and of transfers of such Notes.




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         At the option of the Holder thereof, Units may be transferred or
exchanged for a Unit or Units having authorized denominations evidencing the
number of Units transferred or exchanged, upon surrender of such Units to be so
transferred or exchanged at the Corporate Trust Office of the Agent upon
payment, if the Corporation shall so require, of the charges hereinafter
provided. Whenever any Units are so surrendered for transfer or exchange, the
Corporation shall execute, and the Trustee and/or Warrant Agent, as appropriate,
shall authenticate and/or countersign, respectively, and the Agent shall deliver
the Units which the Holder making the transfer or exchange is entitled to
receive. All Units (including the Securities constituting part of such Units)
surrendered upon any exchange or transfer provided for in this Agreement shall
be promptly canceled and disposed of in accordance with Section 2.10.

         All Unit Certificates delivered upon any registration of transfer or
exchange of a Unit Certificate shall evidence the ownership of [list
number/amount listed on the face of constituent securities] and shall be
entitled to the same benefits, and be subject to the same obligations, under the
Indenture, the Warrant Agreement and this Agreement as the Units evidenced by
the Unit Certificate surrendered upon such registration of transfer or exchange.

         Every Unit Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Corporation or the Agent)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Corporation and the Agent, duly executed by the Holder
thereof or his attorney duly authorized in writing. Except as otherwise provided
herein with respect to the Units, the Agent shall register the transfer or
exchange of any outstanding Unit Certificate upon the records to be maintained
by it for that purpose (the "Unit Register") at its Corporate Trust Office.

         No service charge shall be made for any transfer or exchange of a Unit,
but the Corporation and the Agent may require payment from the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Units, other than
any exchanges pursuant to Section 2.08 not involving any transfer.

         SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Unit Certificates.
If any mutilated Unit Certificate is surrendered to the Agent, the Corporation
shall execute and deliver to the Trustee and the Warrant Agent, as appropriate,
and the Trustee and the Warrant Agent shall authenticate, countersign and
deliver, as appropriate, in exchange therefor new Securities comprised by Units
of like tenor and evidenced by a new Unit Certificate evidencing the same number
of Units and bearing a number not contemporaneously outstanding.




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         If there shall be delivered to the Corporation and the Trustee and the
Warrant Agent and/or the Agent, as appropriate, (i) evidence to their
satisfaction of the destruction, loss or theft of any Unit Certificate and (ii)
such security or indemnity as may be required by them to hold each of them and
any agent of any of them harmless, then, in the absence of notice to the
Corporation and the Trustee and the Warrant Agent as appropriate, that such Unit
Certificate has been acquired by a bona fide purchaser, the Corporation shall
execute and deliver to the Trustee and the Warrant Agent and/or the Agent, as
appropriate, and the Trustee (in accordance with the provisions of the
Indenture) and the Warrant Agent (in accordance with the provisions of the
Warrant Agreement) shall authenticate and countersign and the Agent shall
deliver to the Holder, as appropriate, in lieu of any such destroyed, lost or
stolen Unit Certificate, new Securities comprised by Units of like tenor and
evidenced by a new Unit Certificate evidencing the same number of Units and
bearing a number not contemporaneously outstanding.

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

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

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

         SECTION 2.09. Persons Deemed Owners. Prior to due presentment of a Unit
Certificate for registration of transfer, the Corporation, the Trustee, the
Warrant Agent and the Agent, as appropriate, and any agent of the Corporation,
the Trustee, the Warrant Agent or the Agent, as appropriate, may treat the
Person in whose name any Security evidenced by such Unit Certificate is
registered as the owner of the Units evidenced thereby for all purposes
whatsoever, whether or not payment with respect to any Security constituting a
part of the Units evidenced thereby shall be overdue and notwithstanding any
notice to the contrary. None of the Corporation, the Trustee, the Warrant Agent,
the Agent or any agent of the




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Corporation, the Trustee, the Warrant Agent or the Agent shall be affected by
notice to the contrary.

         SECTION 2.10. Cancellation. All Unit Certificates surrendered for
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, the Warrant Agent or the Agent, as appropriate, be delivered
to the Trustee, the Warrant Agent and/or the Agent, as appropriate, and, if not
already canceled, [list constituent securities] evidenced by such Units shall be
promptly canceled by the Trustee, the Warrant Agent and/or the Agent, as
appropriate. The Corporation may at any time deliver to the Trustee, the Warrant
Agent and/or the Agent, as appropriate, for cancellation any Unit Certificates
previously authenticated, countersigned and delivered hereunder, under the
Warrant Agreement and under the Indenture, which the Corporation may have
acquired in any manner whatsoever, and all Unit Certificates so delivered shall,
upon Issuer Request of the Corporation, be promptly canceled by the Trustee,
Warrant Agent and/or the Agent, as appropriate. No Unit Certificates shall be
authenticated, countersigned and executed in lieu of or in exchange for any Unit
Certificates canceled as provided in this Section, except as permitted by this
Agreement. All canceled Unit Certificates held by the Agent shall be disposed of
in accordance with its customary procedures and a certificate of their
disposition shall be delivered by the Agent to the Corporation, unless by Issuer
Request the Corporation shall direct that canceled Unit Certificates be returned
to it.

         If the Corporation or any Affiliate of the Corporation shall acquire
any Unit Certificate, such acquisition shall not operate as a cancellation of
such Unit Certificate unless and until such Unit Certificate is delivered to the
Trustee, the Warrant Agent and/or the Agent, as appropriate, for the purpose of
cancellation.

         SECTION 2.11. Exchange of Global Units and Definitive Units. Holders of
Global Units shall receive Definitive Units in exchange for interests in such
Global Units if DTC notifies the Corporation that it is unwilling or unable to
continue as Depositary with respect to the Global Units or if at any time it
ceases to be a clearing agency under the Exchange Act, and a successor
Depositary registered as a clearing agency under the Exchange Act is not
appointed by the Corporation within 90 days after receipt of such notice or
after it becomes aware that DTC has ceased to be such a clearing agency.

         Definitive Units exchanged for interests in Global Units pursuant to
this Section 2.11 shall be denominated in the amounts and registered in the name
of such Person or Persons as the Depositary shall instruct the Agent, the
Warrant Agent and the Trustee, as appropriate.




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         Whenever Global Units are exchanged for Definitive Units the Agent
shall cause Schedule A of the Global Unit to be endorsed to reflect any decrease
in the Global Units as a result of such exchange, whereupon the Global Unit
Certificate or Certificates shall be canceled and disposed of in accordance with
Section 2.10.



                                    ARTICLE 3
          AUTOMATIC SEPARATION OF UNITS; TERMINATION OF UNIT AGREEMENT

         SECTION 3.01. Automatic Separation of Units; Termination of Unit
Agreement. Prior to the Automatic Separation Date, the [list constituent
securities] shall be purchased and transferred only as Units. On the Automatic
Separation Date, the Units shall automatically separate into their constituent
[list constituent securities] and the Units will cease to exist. Each beneficial
owner of a Unit on the Automatic Separation Date shall become the owner of [list
number/amount of constituent securities], which may thereafter be transferred as
separate securities. Immediately upon the separation of the Units into their
constituent Securities, this Agreement shall terminate.

         SECTION 3.02. Effect of Termination. If this Agreement is terminated as
provided in Section 3.01, such termination shall be without liability of any
party to any other party to this Agreement and the obligations of the
Corporation with respect to the Units shall automatically cease upon the
Automatic Separation Date and the Holders shall not have any claims with respect
to the Units; provided that the provisions of Section 5.05 shall survive the
termination hereof pursuant to Section 3.01 and provided, further, that the
provisions of this Section shall not limit the ability of a Holder to enforce
its rights in accordance with the proviso in Section 4.01.



                                    ARTICLE 4
             OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF UNITS

         SECTION 4.01. Holder May Enforce Rights. Any Holder of a Unit may,
without the consent of the Agent, the Depositary, any participant of the
Depositary or any other Holder, in and for its own behalf, enforce, and may
institute and maintain, any suit, action or proceeding against the Corporation
suitable to enforce, or otherwise in respect of, its rights under this
Agreement; provided that a Holder of a Unit may only enforce its rights under
the Securities comprised by such Unit in accordance with the terms of the
Indenture and the Warrant Agreement, as applicable.




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                                    ARTICLE 5
                                    THE AGENT

         SECTION 5.01. Certain Duties and Responsibilities. (a) The Agent
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement.

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

               (i) the duties and obligations of the Agent with respect to the
          Units shall be determined solely by the express provisions of this
          Agreement and the Agent shall not be liable except for the performance
          of such duties and obligations as are specifically set forth in this
          Agreement, and no implied covenants or obligations shall be read into
          this Agreement against the Agent; and

               (ii) in the absence of bad faith on its part, the Agent may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon any statements,
          certificates or opinions furnished to the Agent and conforming to the
          requirements of this Agreement, but in the case of any such
          statements, certificates or opinions that by any provision hereof are
          specifically required to be furnished to the Agent, the Agent shall be
          under a duty to examine the same to determine whether or not they
          conform to the requirements of this Agreement.

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

          (d) No provision of this Agreement shall require the Agent to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

          (f) The Agent is acting solely as agent for the Corporation hereunder
and owes no fiduciary duties to any person by virtue of this Agreement.




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         SECTION 5.02.  Certain Rights of Agent.  Subject to the provisions of
Section 5.01:

          (a) the Agent may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
coupon, security or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

          (b) any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by an Officer's Certificate or
Issuer Request and any resolution of the Board of Directors of the Corporation,
as the case may be, may be sufficiently evidenced by a Board Resolution;

          (c) the Agent may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection with respect to any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon in accordance with such advice or Opinion
of Counsel;

          (d) the Agent shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security or other paper or document, but the Agent, in
its discretion, may make reasonable further inquiry or investigation into such
facts or matters related to the issuance of the [constituent securities], as the
case may be, and, if the Agent shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Corporation, at reasonable times during normal business hours, personally
or by agent or attorney;

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

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

         SECTION 5.03. Not Responsible for Recitals or Issuance of Units. The
recitals contained herein, in the Indenture, in the Warrant Agreement and in the
Units, except the Trustee's and Warrant Agent's certificates of authentication
or




                                       13

<PAGE>



countersignature, shall be taken as the statements of the Corporation, and none
of the Trustee, Agent or the Warrant Agent assumes any responsibility for their
correctness. The Agent makes no representations as to the validity or
sufficiency of this Agreement or of the Units. None of the Trustee, Agent or the
Warrant Agent shall be accountable for the use or application by the Corporation
of the proceeds with respect to Units or be responsible for exercising any
remedy hereunder on behalf of the Holders, except as expressly provided in this
Agreement.

         SECTION 5.04. May Hold Units. The Agent, the Trustee, the Warrant
Agent, or any other agent of the Corporation, the Trustee, the Warrant Agent, or
the Agent, in its individual or any other capacity, may become the owner or
pledgee of Units and may otherwise deal with the Corporation and receive,
collect, hold and retain collections from the Corporation with the same rights
it would have if it were not such other agent, the Trustee, the Warrant Agent or
the Agent.

         SECTION 5.05.  Compensation and Reimbursement.  The Corporation
agrees:

          (a) to pay to the Agent from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law with regard to the compensation of a trustee of an
express trust);

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

          (c) to indemnify the Agent and any predecessor Agent for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or
administration of this Agreement and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

         The obligations of the Corporation under this Section to compensate and
indemnify the Agent and any predecessor Agent and to pay or reimburse the Agent
and any predecessor Agent for expenses, disbursements and advances shall




                                       14

<PAGE>



constitute additional indebtedness hereunder and shall survive the resignation
or removal of such Agent or predecessor Agent or the termination hereof. Such
additional indebtedness shall be a senior claim to that of the Units upon all
property and funds held or collected by the Agent as such, except funds held in
trust for the benefit of the Holders of particular Units, and the Units are
hereby subordinated to such senior claim.

         SECTION 5.06. Corporate Agent Required; Eligibility. There shall at all
times be an Agent hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, having, together with its parent, a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by
Federal, State or District of Columbia authority and willing to act on
reasonable terms. If such corporation, or its parent, publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. The Agent hereunder shall at all times be the Trustee
under the Indenture and the Warrant Agent under the Warrant Agreement, subject
to receipt of an Opinion of Counsel that the same Person is precluded by law
from acting in such capacities. If at any time the Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. The Agent may appoint one or more sub-agents with offices or agencies
in a city or cities outside the United States.

         SECTION 5.07. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Agent and no appointment of a successor Agent
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Agent in accordance with the applicable
requirements of Section 5.08.

          (b) The Agent may resign by giving written notice thereof to the
Corporation and the Holders, in accordance with Section 7.06 and Section 7.07,
60 days prior to the effective date of such resignation. The Agent may be
removed at any time upon 60 days' notice by the filing with it of an instrument
in writing signed on behalf of the Corporation and specifying such removal and
the date when it is intended to become effective. If the instrument of
acceptance by a successor Agent required by Section 5.08 shall not have been
delivered to the Agent within 30 days after the giving of such notice of
resignation, the resigning Agent may petition any court of competent
jurisdiction for the appointment of a successor Agent.





                                       15

<PAGE>



          (c)   If at any time

               (i) the Agent shall cease to be eligible under Section 5.06, or
          shall cease to be eligible as Trustee under the Indenture or as
          Warrant Agent under the Warrant Agreement, and shall fail to resign
          after written request therefor by the Corporation or by any Holder, or

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

then, in any such case, (A) the Corporation, by Board Resolution, may remove the
Agent and appoint a successor Agent, or (B) any Holder who has been a bona fide
Holder of a Unit for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Agent and the appointment of a successor Agent or Agents. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Agent and appoint a successor Agent.

          (d) If the Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Agent for any cause, the
Corporation, by Board Resolution, shall promptly appoint a successor Agent or
Agents (other than the Corporation) and shall comply with the applicable
requirements of Section 5.08. If no successor Agent shall have been so appointed
by the Corporation and accepted appointment in the manner required by Section
5.08, any Holder who has been a bona fide Holder of a Unit for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Agent.

          (e) The Corporation shall give, or shall cause such successor Agent to
give, notice of each resignation and each removal of the Agent and each
appointment of a successor Agent to all Holders of Units in accordance with
Section 7.07. Each notice shall include the name of the successor Agent and the
address of its Corporate Trust Office.

         SECTION 5.08. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Agent, every such successor Agent so
appointed shall execute, acknowledge and deliver to the Corporation and to the
retiring Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Agent shall become effective and such
successor Agent, without any further act, deed or conveyance, shall become




                                       16

<PAGE>



vested with all the rights, powers, agencies and duties of the retiring Agent,
with like effect as if originally named as Agent hereunder; but, on the request
of the Corporation or the successor Agent, such retiring Agent shall, upon
payment of all amounts due and payable to it pursuant to Section 5.05, execute
and deliver an instrument transferring to such successor Agent all the rights
and powers of the retiring Agent and shall duly assign, transfer and deliver to
such successor Agent all property and money held by such retiring Agent
hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all
property or funds held or collected by such Agent to secure any amounts then due
it pursuant to Section 5.05.

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

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

          (d) Upon acceptance of appointment by any successor Agent as provided
in this Section, the Corporation shall give notice thereof to the Holders of
Units in accordance with Section 7.07. If the acceptance of appointment is
substantially contemporaneous with the resignation of the Agent, then the notice
called for by the preceding sentence may be combined with the notice called for
by Section 5.07. If the Corporation fails to give such notice within ten days
after acceptance of appointment by the successor Agent, the successor Agent
shall cause such notice to be given at the expense of the Corporation.

         SECTION 5.09. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to all or substantially all the agency business of the
Agent, shall be the successor of the Agent hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation shall be otherwise eligible under this Article.

         [SECTION 5.10. Tax Compliance. (a) The Company will allocate __% of the
issue price of the Units as premium for the Warrants, based on the relative fair
market values of the Notes and the Warrants at the time of the issuance of the
Units, and will allocate __% of the issue price of the Units to the Notes.]

         (b) The Corporation by the issuance and sale of any Unit and any Holder
of a Unit by his acceptance thereof agree to (in the absence of any applicable




                                       17

<PAGE>



administrative ruling or judicial determination to the contrary) treat the
Securities that constitute any Unit as separate securities and to file all
United States federal, state and local tax returns consistent with the treatment
of such Unit as constituted by separate securities.



                                    ARTICLE 6
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 6.01. Covenant Not to Merge, Consolidate, Sell or Convey
Property Except Under Certain Conditions. The Corporation covenants that it will
not merge or consolidate with any other corporation or sell or convey all or
substantially all of its assets to any Person, firm or corporation, except that
the Corporation may merge or consolidate with, or sell or convey all or
substantially all of its assets to, any other corporation, provided that (i) the
Corporation shall be the continuing corporation, or the successor corporation
(if other than the Corporation) shall be a corporation organized and existing
under the laws of the United States of America or a state thereof or the
District of Columbia and such corporation shall assume the due and punctual
performance and observance of all of the covenants and conditions of this
Agreement to be performed by the Corporation by supplemental agreement in form
satisfactory to the Agent executed and delivered to the Agent by such
corporation, and (ii) neither the Corporation nor such successor corporation
immediately after such merger or consolidation, or such sale or conveyance shall
be in default in the performance of any such covenant or condition.

         SECTION 6.02. Rights and Duties of Successor Corporation. In case of
any such consolidation, merger, sale or conveyance and upon any such assumption
by the successor corporation, such successor corporation shall succeed to and be
substituted for the Corporation with the same effect as if it had been named
herein as the Corporation. Such successor corporation thereupon may cause to be
signed, and may issue (subject to the provisions of the Indenture and the
Warrant Agreement) either in its own name or in the name of J.P. Morgan Chase &
Co. any or all of the [list constituent securities] issuable hereunder which
theretofore shall not have been signed by the Corporation and delivered to the
Agent; and, upon the order of such successor corporation, instead of the
Corporation, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Trustee, the Warrant Agent and the Agent shall
authenticate, countersign and deliver, as applicable, any [list constituent
securities] that previously shall have been signed and delivered by the officers
of the Corporation to the Trustee and the Warrant Agent for authentication and
countersignature, and any [list constituent securities] evidencing Units which
such successor corporation thereafter shall




                                       18

<PAGE>



cause to be signed and delivered to the Trustee and the Warrant Agent for such
purpose.

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

         SECTION 6.03. Opinion of Counsel to Agent. The Agent subject to
Sections 5.01 and 5.02 may receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale, conveyance or lease, and any such
assumption, complies with the provisions of this Article.



                                    ARTICLE 7
                            MISCELLANEOUS PROVISIONS

         SECTION 7.01. Amendments. (a) This Agreement and the terms of the Units
may be amended (by means of an agreement supplemental hereto or otherwise) by
the Corporation and the Agent, without the consent of the Holders, (i) for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective or inconsistent provision contained herein or therein, (ii) to
evidence and provide for the acceptance of appointment hereunder by a successor
Agent with respect to the Units or (iii) in any other manner which the
Corporation may deem necessary or desirable and which will not adversely affect
the interests of the affected Holders.

          (b) The Corporation and the Agent may modify or amend this Agreement
(by means of an agreement supplemental hereto or otherwise) with the consent of
Holders holding not less than a majority in number of the then outstanding Units
for any purpose; provided, however, that no such modification or amendment that
materially and adversely affects the exercise rights of the affected Holders or
reduces the percentage of the number of outstanding Units, the consent of the
Holders of which is required for modification or amendment of this Agreement,
may be made without the consent of each Holder affected thereby. In the case of
Units evidenced by one or more Global Unit Certificates, the Corporation and the
Agent shall be entitled to rely upon certification in form satisfactory to each
of them that any requisite consent has been obtained from holders of beneficial
ownership interests in the relevant Global Unit Certificate. Such certification
may be provided by participants of the Depositary acting on behalf of such
beneficial owners of Units, provided that any such certification is accompanied
by a certification from the Depositary as to the Unit holdings of such
participants.




                                       19

<PAGE>




          (c) Upon the request of the Corporation, accompanied by a copy of a
Board Resolution (which Board Resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Officer's Certificate)
authorizing the execution of any such amendment, and upon the filing with the
Agent of evidence of the consent of Holders as aforesaid, the Agent shall join
with the Corporation in the execution of such amendment unless such amendment
affects the Agent's own rights, duties or immunities under this Agreement or
otherwise, in which case the Agent may in its discretion, but shall not be
obligated to, enter into such amendment. In executing, or accepting the
additional duties created by, any amendment permitted by this Section, the Agent
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement. The fact and date of the execution of any consent
of Holders, or the authority of the Person executing the same, may be proved in
any manner which the Agent (with the approval of the Corporation) deems
sufficient.

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

          (e) The Corporation may set a record date for purposes of determining
the identity of Holders of Units entitled to consent to any action by consent
authorized or permitted hereby. Such record date shall be the later of 30 days
prior to the first solicitation of such consent or the date of the most recent
list of Holders of Units furnished to the Agent. The ownership of Units shall be
proved by the Unit Register.

         SECTION 7.02. Incorporators, Stockholders, Officers and Directors of
the Corporation Immune from Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Agreement, or in any Warrant Agreement
or any [list constituent securities], or because of any indebtedness evidenced
thereby, shall be had against any incorporator, or against any past, present or
future stockholder, officer, attorney-in-fact or director, as such, of the
Corporation or of any successor corporation, either directly or through the
Corporation or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or penalty or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Units by the Holders
thereof and as part of the consideration for the issue thereof, provided that
nothing in this Article shall impair the obligations, covenants and agreements
of the Corporation contained in this Agreement and in any [list constituent
securities] constituting a part of the Units.




                                       20

<PAGE>



         SECTION 7.03. Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Corporation to the Agent to take any action under any provision of this
Agreement, the Corporation, as applicable, shall furnish to the Agent an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Agreement relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

         SECTION 7.04. Form of Documents Delivered to Agent. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Any certificate, statement or opinion of an officer or counsel of or
for the Corporation may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the




                                       21

<PAGE>



exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate,
statement or opinion is based are erroneous. Any such certificate, statement or
opinion may be based, insofar as it relates to factual matters, upon a
certificate, statement or opinion of, or representations by, an officer or
officers of the Corporation, as applicable, stating that the information with
respect to such factual matters is in the possession of the Corporation, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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

         SECTION 7.05. Maintenance of Office or Agency. So long as Units are
authorized for issuance pursuant to this Agreement or are outstanding hereunder,
the Corporation will maintain in the Borough of Manhattan, The City of New York,
an office or agency where Units may be presented or surrendered for delivery,
where Units may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Corporation in respect of Units and
this Agreement may be served. The Corporation hereby initially designates the
Agent as its office or agency in the Borough of Manhattan, The City of New York,
for each of said purposes. The Corporation will give prompt written notice to
the Agent of the location, and any change in the location, of such office or
agency. If at any time the Corporation shall fail to maintain any such required
office or agency or shall fail to furnish the Agent with the name and address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Agent, and the Corporation hereby
appoints the Agent as its agent to receive all such presentations, surrenders,
notices and demands.

         The Corporation may also from time to time designate one or more other
offices or agencies where Units may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Corporation of its obligations to maintain offices or agencies provided for in
this Section. The Corporation will give prompt written notice to the Agent of
any such designation or rescission and of any change in the location of any such
other office or agency.




                                       22

<PAGE>



         SECTION 7.06. Notices, Etc. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Agreement to be made upon, given or furnished to, or filed
with,

          (a) the Agent, by any Holder or by the Corporation shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished or filed in writing and personally delivered or mailed,
first-class postage prepaid, to the Agent at its Corporate Trust Office,
Attention: Corporate Trustee Administration Department, or at any other address
previously furnished in writing by the Agent to the Holders and the Corporation,
or

          (b) the Corporation by the Agent or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished or filed in writing and personally delivered or mailed,
first-class postage prepaid, addressed to the Corporation at 270 Park Avenue,
New York, New York 10017-2070, Attention: Corporate Secretary, or at any other
address previously furnished in writing to the Agent by the Corporation.

         SECTION 7.07. Notices to Holders; Waiver. The Corporation may cause
notice to be given to the Holders by providing the Agent with a form of notice
to be distributed by (a) in the case of Definitive Units, the Agent to the
Holders by first class mail, or (b) in the case of Global Units, the Depositary
to its participants in accordance with the custom and practices of the
Depositary. Where this Agreement provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Agent, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         SECTION 7.08. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 7.09. Successors and Assigns. All covenants and agreements in
this Agreement, the Units and the Unit Certificates by the Corporation shall
bind its successors and assigns, whether so expressed or not.

         SECTION 7.10. Separability Clause. In case any provision in this
Agreement or in the Units, Unit Certificates or [list constituent securities]
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof and thereof shall not in any
way be affected or impaired thereby.




                                       23

<PAGE>



         SECTION 7.11. Benefits of Agreement. Nothing in this Agreement or in
the Units, Unit Certificates, the Indenture, the Warrant Agreement, [list
constituent securities], express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any benefits or any
legal or equitable right, remedy or claim under this Agreement. The Holders from
time to time shall be bound by all of the terms and conditions hereof and of the
Indenture, the Units, the Warrant Agreement, [list constituent securities]
evidenced by the Units, by their acceptance of delivery of such Units.

         SECTION 7.12.  Governing Law.  This Agreement, the Units, the Unit
Certificate and [list constituent securities] shall be governed and construed in
accordance with the laws of the State of New York.

         SECTION 7.13. Counterparts. This Agreement may be executed in any
number of counterparts by the parties hereto on separate counterparts, each of
which, when so executed and delivered, shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         SECTION 7.14. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times during normal business hours at the
Corporate Trust Office of the Agent for inspection by any Holder.




                                       24

<PAGE>



         IN WITNESS WHEREOF, the Corporation, the Agent, the Trustee and the
Warrant Agent have duly executed this Agreement as of the day and year first
above set forth.


                                    J.P. MORGAN CHASE & CO.


                                    By: ______________________________
                                        Name:
                                        Title:


                                    [                                  ],
                                        as Agent


                                    By: ______________________________
                                        Name:
                                        Title:


                                    [                                  ],
                                        as Trustee and Paying Agent under the
                                        Indenture


                                    By:_______________________________
                                       Name:
                                       Title:



                                    [                                  ],
                                        as Warrant Agent under the Warrant
                                        Agreement


                                    By: ______________________________
                                        Name:
                                        Title:





                                       25

<PAGE>



                                                                       EXHIBIT A


                           [[FORM OF UNIT CERTIFICATE]

                                     [FACE]


         [IF THE UNIT CERTIFICATE IS TO BE A GLOBAL UNIT CERTIFICATE,
INSERT--This Unit Certificate is a global Unit Certificate within the meaning of
the Unit Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depositary") or a nominee of the Depositary.
Unless and until it is exchanged in whole or in part for Units in definitive
registered form, this Unit Certificate may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary).

         Unless this Unit Certificate is presented by an authorized
representative of The Depositary (55 Water Street, New York) to J.P. Morgan
Chase & Co. or its agent for registration of transfer, exchange or payment, and
any Unit issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depositary and any payment
hereon is made to Cede & Co. or such other entity as is requested by an
authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]




                                       A-1

<PAGE>



                                UNIT CERTIFICATE

               (issuable in integral multiples of ________ Units)

                     Evidencing the Ownership of and Rights
        of the Holder under [Separable] Units [Mandatorily] Exchangeable
                 for _____________________________ Consisting of
                            _____________________ and
                            _________________________

                                                             CUSIP No. _________
Certificate No. _____Number of Units                                   _________


         This Unit Certificate certifies that ______________________ (the
"Holder"), or registered assigns, is the registered owner of [ ( ) Units].

         Each Unit represents ownership by the Holder of __________.






                                       A-2

<PAGE>









              [INSERT NOTE AND WARRANT CERTIFICATE, AS APPLICABLE]








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







                                       A-3

<PAGE>



                     [IF UNIT IS A DEFINITIVE UNIT, INSERT -

                              [FORM OF ASSIGNMENT]

         FOR VALUE RECEIVED, the undersigned assigns and transfers the Unit(s)
represented by this Certificate to:

         _________________ (Insert assignee's social security or tax
identification number)

                    (Insert address and zip code of assignee)

         and irrevocably appoints


         agent to transfer this Unit Certificate on the books of the
Corporation. The agent may substitute another to act for him or her.

         Date:

         Signature(s):

         _____________________________________________________________________


         _____________________________________________________________________
       (Sign exactly as your name appears on the other side of this Certificate)

         NOTICE: The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.]





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