<PAGE>

                                                                    EXHIBIT 4.11

                            HELLER FINANCIAL, INC.

                                      and

             WELLS FARGO BANK MINNESOTA, N.A., as Collateral Agent

                                      and

         WELLS FARGO BANK MINNESOTA, N.A., as Securities Intermediary

                                      and

             BNY MIDWEST TRUST COMPANY, as Purchase Contract Agent



                            FORM OF PLEDGE AGREEMENT


                           Dated as of ______, 2001
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                                               <C>
Section 1.  Definitions.........................................................................    1

Section 2.  Pledge..............................................................................    5
         Section 2.1  Pledge....................................................................    5
         Section 2.2  Control; Financing Statement..............................................    5
         Section 2.3  Termination...............................................................    6

Section 3.  Distributions on Pledged Collateral.................................................    6
         Section 3.1  Income Distributions......................................................    6
         Section 3.2  Principal Payments Following Termination Event............................    6
         Section 3.3  Principal Payments Prior To or On Purchase Contract Settlement Date.......    6
         Section 3.4  Payments to Purchase Contract Agent.......................................    7
         Section 3.5  Assets Not Properly Released..............................................    7

Section 4.  Control.............................................................................    7
         Section 4.1 Establishment of Collateral Account........................................    7
         Section 4.2  Treatment as Financial Assets.............................................    8
         Section 4.3  Sole Control by Collateral Agent..........................................    8
         Section 4.4  Securities Intermediary's Location........................................    8
         Section 4.5  No Other Claims...........................................................    8
         Section 4.6  Investment and Release....................................................    9
         Section 4.7  Statements and Confirmations..............................................    9
         Section 4.8  Tax Allocations...........................................................    9
         Section 4.9  No Other Agreements.......................................................    9
         Section 4.10  Powers Coupled With An Interest..........................................    9

Section 5.  Initial Deposit; Establishment of Treasury MEDS Units and
            Reestablishment of MEDS Units.......................................................    9
         Section 5.1  Initial Deposit of Trust Preferred Securities.............................    9
         Section 5.2  Establishment of Treasury MEDS Units......................................   10
         Section 5.3  Reestablishment of MEDS Units.............................................   11
         Section 5.4  Termination Event.........................................................   12
         Section 5.5  Cash Settlement...........................................................   14
         Section 5.6  Intentionally Omitted.....................................................   15
         Section 5.7  Application of Proceeds in Settlement of Purchase Contracts...............   15
         Section 5.8 Tax Event Redemption.......................................................   17

Section 6.  Voting Rights - Pledged Preferred Securities and Pledged Subordinated Deferrable
            Notes...............................................................................   17

Section 7.  Rights and Remedies.................................................................   18
         Section 7.1  Rights and Remedies of the Collateral Agent...............................   18
         Section 7.2  Substitution of Subordinated Deferrable Notes or Treasury Portfolio.......   19
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                <C>
         Section 7.3  Tax Event Redemption.......................................................   19
         Section 7.4  Substitutions..............................................................   20

Section 8.   Representations and Warranties; Covenants...........................................   20
         Section 8.1  Representations and Warranties.............................................   20
         Section 8.2  Covenants..................................................................   21

Section 9.  The Collateral Agent and the Securities Intermediary.................................   21
         Section 9.1  Appointment, Powers and Immunities.........................................   21
         Section 9.2  Instructions of the Company................................................   22
         Section 9.3  Reliance by Collateral Agent and Securities Intermediary...................   22
         Section 9.4  Rights in Other Capacities.................................................   23
         Section 9.5  Non-Reliance on Collateral Agent and Securities Intermediary...............   23
         Section 9.6  Compensation and Indemnity.................................................   23
         Section 9.7  Failure to Act.............................................................   24
         Section 9.8  Resignation of Collateral Agent and Securities Intermediary................   24
         Section 9.9  Right to Appoint Agent or Advisor..........................................   26
         Section 9.10  Survival..................................................................   26
         Section 9.11.  Exculpation..............................................................   26

Section 10.  Amendment...........................................................................   27
         Section 10.1  Amendment Without Consent of Holders......................................   27
         Section 10.2  Amendment With Consent of Holders.........................................   27
         Section 10.3.  Execution of Amendments..................................................   28
         Section 10.4.  Effect of Amendments.....................................................   28
         Section 10.5.  Reference to Amendments..................................................   28

Section 11.  Miscellaneous.......................................................................   28
         Section 11.1  No Waiver.................................................................   28
         Section 11.2  Governing Law.............................................................   29
         Section 11.3  Notices...................................................................   29
         Section 11.4  Successors and Assigns....................................................   29
         Section 11.5  Counterparts..............................................................   29
         Section 11.6  Severability..............................................................   30
         Section 11.7  Expenses, etc.............................................................   30
         Section 11.8  Security Interest Absolute................................................   30
         Section 11.9  Notice of Tax Event, Tax Event Redemption and Termination Event...........   31
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                      <C>
EXHIBIT A   INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT
            (Establishment of Treasury MEDS Units)....................................   A-1

EXHIBIT B   INSTRUCTION FROM COLLATERAL AGENT TO SECURITIES INTERMEDIARY
            (Establishment of Treasury MEDS Units)....................................   B-1

EXHIBIT C   INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT
            (Reestablishment of MEDS Units )..........................................   C-1

EXHIBIT D   INSTRUCTION FROM COLLATERAL AGENT TO SECURITIES INTERMEDIARY
            (Reestablishment of MEDS Units)...........................................   D-1

EXHIBIT E   NOTICE OF CASH SETTLEMENT FROM SECURITIES INTERMEDIARY TO
            PURCHASE CONTRACT AGENT (Cash Settlement Amounts).........................   E-1
</TABLE>

                                      iii
<PAGE>

                               PLEDGE AGREEMENT
                               ----------------

         PLEDGE AGREEMENT, dated as of _____, 2001, among Heller Financial,
Inc., a Delaware corporation (the "Company"), Wells Fargo Bank Minnesota, N.A.,
a national banking association, as collateral agent (in such capacity, together
with its successors in such capacity, the "Collateral Agent"), Wells Fargo Bank
Minnesota, N.A., a national banking association, as securities intermediary with
respect to the Collateral Account (in such capacity, together with its
successors in such capacity, the "Securities Intermediary"), and BNY Midwest
Trust Company, an Illinois banking corporation, as purchase contract agent and
as attorney-in-fact of the Holders from time to time of the Securities under the
Purchase Contract Agreement (in such capacity, together with its successors in
such capacity, the "Purchase Contract Agent").

                                   RECITALS

         The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement dated as of the date hereof (as modified and supplemented and
in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there may be issued up to 7,000,000 Mandatory Enhanced Dividend Securities
Units--MEDS Units (the "Securities") (including 900,000 Securities relating to
the over-allotment option granted to the underwriters pursuant to the
Underwriting Agreement).

         Each MEDS Unit, at issuance, consists of a unit comprised of (a) a
stock purchase contract (the "Purchase Contract") under which the Holder will
purchase from the Company on the Purchase Contract Settlement Date, for an
amount equal to $25 (the "Stated Amount"), a number of shares of Heller
Financial, Inc. class A common stock, par value $0.25 ("Common Stock"), equal to
the Settlement Rate, and (b) beneficial ownership of a Trust Preferred Security
(a "Preferred Security") issued by HFI Trust I (the "Trust"), having a
liquidation amount equal to the Stated Amount and maturing on ________, 2006.

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

         Accordingly, the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, on its own behalf and as
attorney-in-fact of the Holders from time to time of the Securities, agree as
follows:

Section 1.   Definitions.

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

                                       1
<PAGE>

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

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

     (c)  the following terms which are defined in the UCC shall have the
meanings set forth therein: "certificated security," "control," "financial
asset," "entitlement order," "securities account" and "security entitlement;"

     (d)  the following terms have the meanings assigned to them in the Purchase
Contract Agreement: "Act," "Bankruptcy Code," "Board Resolution," "Business
Day," "Cash Settlement," "Certificate," "Holder," "MEDS Unit," "Officers'
Certificate," "Opinion of Counsel," "Outstanding Securities," "Purchase
Contract," "Purchase Contract Settlement Date," "Purchase Price," "Remarketing
Agent," "Remarketing Agreement," "Subordinated Deferrable Notes," "Settlement
Rate," "Termination Event," "Treasury MEDS Unit," and "Underwriting Agreement;"

     (e)  the following terms have the meanings assigned to them in the Amended
and Restated Declaration of Trust of HFI Trust I, of even date herewith (the
"Declaration"): "Applicable Ownership Interest," "Applicable Principal Amount,"
"Failed Remarketing," "Indenture," "Indenture Trustee," "Primary Treasury
Dealer," "Property Trustee," "Quotation Agent," "Redemption Amount," "Redemption
Price," "Tax Event," "Tax Event Redemption," "Tax Event Redemption Date," and
"Treasury Portfolio;" and

     (f)  the following terms have the meanings given to them in this Section
1(f):

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

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

            "Collateral Account" means the collective reference to:

            (1) the securities account of Wells Fargo Bank Minnesota, N.A., as
     Collateral Agent, maintained by the Securities Intermediary and designated
     "Wells Fargo Bank Minnesota, N.A., as Collateral Agent of Heller Financial,
     Inc., as pledgee of BNY Midwest Trust Company, as the Purchase Contract
     Agent on behalf of and as attorney-in-fact for the Holders";

            (2) all investment property and other financial assets from time to
     time credited to the Collateral Account, including, without limitation, (A)
     the Preferred Securities and security entitlements relating thereto which
     are a component of the MEDS Units from time to time, (B) the Applicable
     Ownership Interests (as specified in Clause (A) of the

                                       2
<PAGE>

     definition of such term) of the Holders with respect to the Treasury
     Portfolio which are a component of the MEDS Units from time to time; (C)
     the Subordinated Deferrable Notes and security entitlements relating
     thereto which are a component of the MEDS Units from time to time, (D) any
     Treasury Securities and security entitlements relating thereto delivered
     from time to time upon establishment of Treasury MEDS Units in accordance
     with Section 5.2 hereof and (E) payments made by Holders pursuant to
     Section 5.5 hereof;

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

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

     ((2), (3) and (4), being collectively referred to as the "Collateral").

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

     "Obligations" means, with respect to each Holder, the collective reference
to all obligations and liabilities of such Holder under such Holder's Purchase
Contract, the Purchase Contract Agreement, and this Agreement or any other
document made, delivered or given in connection herewith or therewith, in each
case whether on account of principal, interest (including, without limitation,
interest accruing before and after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like proceeding, relating
to such Holder, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Company or the Collateral Agent or the Securities Intermediary that are required
to be paid by the Holder pursuant to the terms of any of the foregoing
agreements).

     "Permitted Investments" means any one of the following which shall mature
not later than the next succeeding Business Day:

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

          (2)  deposits, certificates of deposit or acceptances with an original
     maturity of 365 days or less of any institution which is a member of the
     Federal Reserve System having combined capital and surplus and undivided
     profits of not less than $200.0 million at the time of deposit (and which
     may include the Collateral Agent);

                                       3
<PAGE>

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

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

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

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

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

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

     "Pledged Preferred Securities" means the Preferred Securities and
security entitlements with respect thereto from time to time credited to the
Collateral Account and not then released from the Pledge.

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

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

     "Proceeds" has the meaning ascribed thereto in the UCC and includes,
without limitation, all interest, dividends, cash, instruments, securities,
financial assets (as defined in (S) 8-102(a)(9) of the UCC) and other property
received, receivable or otherwise distributed upon the sale, exchange,
collection or disposition of any financial assets from time to time held in the
Collateral Account.

     "Purchase Contract Agent" has the meaning specified in the paragraph
preceding the recitals of this Agreement.

                                       4
<PAGE>

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

     "TRADES Regulations" means the regulations of the United States Department
of the Treasury, published at 31 C.F.R. Part 357, an amended from time to time.
Unless otherwise defined herein, all terms defined in the TRADES Regulations are
used herein as therein defined.

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

     "Treasury Securities" means zero-coupon U.S. treasury securities (CUSIP No.
_________) which mature on ________, 2004.

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

     "Value" means, with respect to any item of Collateral on any date, as to
(1) Cash, the face amount thereof and (2) Treasury Securities or Subordinated
Deferrable Notes, the aggregate principal amount thereof at maturity and (3) the
Preferred Securities, the liquidation amount thereof.

     Section 2.    Pledge.

     Section 2.1   Pledge.

     Each Holder, acting through the Purchase Contract Agent as such
Holder's attorney-in-fact, hereby pledges and grants to the Collateral Agent, as
agent of and for the benefit of the Company, a continuing first priority
security interest in and to, and a lien upon and right of set- off against, all
of such Holder's right, title and interest in and to the Collateral Account to
secure the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations. The
Collateral Agent shall have all of the rights, remedies and recourses with
respect to the Collateral afforded a secured party by the UCC, in addition to,
and not in limitation of, the other rights, remedies and recourses afforded to
the Collateral Agent by this Agreement.

     Section 2.2   Control; Financing Statement.

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

                                       5
<PAGE>

     (h)  Subsequent to the date of initial issuance of the Securities, the
Purchase Contract Agent shall deliver to the Collateral Agent a financing
statement prepared by the Company for filing in the Office of the Secretary of
State of the State of New York and any other jurisdictions which the Company
deems necessary, signed by the Purchase Contract Agent, as attorney-in-fact for
the Holders, as Debtors, and describing the Collateral .

     Section 2.3   Termination.

     As to each Holder, this Agreement and the Pledge created hereby shall
terminate upon the satisfaction of such Holder's Obligations. Upon such
termination, the Securities Intermediary shall Transfer such Holder's portion of
the Collateral to the Purchase Contract Agent for distribution to such Holder in
accordance with his interest, free and clear of any lien, pledge or security
interest created hereby.

     Section 3.    Distributions on Pledged Collateral.

     Section 3.1   Income Distributions.

     All income distributions received by the Securities Intermediary on account
of the Preferred Securities, the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, the
Subordinated Deferrable Notes or Permitted Investments from time to time held in
the Collateral Account shall be distributed to the Purchase Contract Agent (ABA
No. ________, GLA No. ______, A/C No. ______, Re: Heller Financial, Inc.) for
the benefit of the applicable Holders as provided in the Purchase Contracts or
Purchase Contract Agreement.

     Section 3.2   Principal Payments Following Termination Event.

     All payments received by the Securities Intermediary following a
Termination Event of (1) the liquidation amount of Pledged Preferred Securities
or securities entitlements thereto, or (2) the Applicable Ownership Interests
(as specified in Clause (A) of the definition thereof) of the Treasury
Portfolio, (3) the aggregate principal amount of the Pledged Subordinated
Deferrable Notes or securities entitlements thereto, or (4) the principal amount
of the Pledged Treasury Securities, shall be distributed to the Purchase
Contract Agent for the benefit of the applicable Holders for distribution to
such Holders in accordance with their respective interests.

     Section 3.3   Principal Payments Prior To or On Purchase Contract
                   Settlement Date.

     (a)  Subject to the provisions of Section 5.8 and Section 7.2, and except
as provided in clause 3.3(b) below, if no Termination Event shall have occurred,
all payments received by the Securities Intermediary of (1) the liquidation
amount with respect to the Pledged Preferred Securities or security entitlements
with respect thereto, (2) the principal amount of Applicable Ownership Interests
(as specified in Clause (A) of the definition thereof) of the Treasury
Portfolio, (3) the aggregate principal amount with respect to the Pledged
Subordinated Deferrable Notes or security entitlements with respect thereto or
(4) the principal amount of

                                       6
<PAGE>

Pledged Treasury Securities, shall be held and invested in Permitted Investments
until the Purchase Contract Settlement Date and on the Purchase Contract
Settlement Date distributed to the Company as provided in Section 5.7 hereof.
Any balance remaining in the Collateral Account shall be distributed to the
Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective interests. Upon
the request of the Securities Intermediary, the Company shall instruct the
Securities Intermediary as to the type of Permitted Investments in which any
payments made under this Section shall be invested, provided, however, that if
the Company fails to deliver such instructions by 10:30 a.m. (New York City
time), the Securities Intermediary shall invest such payments in the Permitted
Investments described in clause 6 of the definition of Permitted Investments.

         (b)  All payments received by the Securities Intermediary of (1) the
liquidation amount of Preferred Securities or security entitlements with respect
thereto, (2) Applicable Ownership interests (as specified in Clause (A) of the
definition thereof) of the Treasury Portfolio, (3) the aggregate principal
amount with respect to the Subordinated Deferrable Notes or security
entitlements with respect thereto or (4) the principal amount of Treasury
Securities or security entitlements with respect thereto, that, in each case,
have been released from the Pledge shall be distributed to the Purchase Contract
Agent for the benefit of the applicable Holders for distribution to such Holders
in accordance with their respective interests.

         Section 3.4   Payments to Purchase Contract Agent.

         The Securities Intermediary shall use all commercially reasonable
efforts to deliver payments to the Purchase Contract Agent hereunder to the
account designated by the Purchase Contract Agent for such purpose not later
than 12:00 p.m. (New York City time) on the Business Day such payment is
received by the Securities Intermediary; provided, however, that if such payment
is received on a day that is not a Business Day or after 11:00 a.m. (New York
City time) on a Business Day, then the Securities Intermediary shall use all
commercially reasonable efforts to deliver such payment no later than 10:30 a.m.
(New York City time) on the next succeeding Business Day.

         Section 3.5   Assets Not Properly Released.

         If the Purchase Contract Agent or any Holder shall receive any
principal payments on account of financial assets credited to the Collateral
Account and not released therefrom in accordance with this Agreement, the
Purchase Contract Agent or such Holder shall hold the same as trustee of an
express trust for the benefit of the Company and, upon receipt of an Officers'
Certificate of the Company so directing, promptly deliver the same to the
Securities Intermediary for credit to the Collateral Account or to the Company
for application to the Obligations of the Holders, and the Purchase Contract
Agent and Holders shall acquire no right, title or interest in any such payments
of principal amounts so received.

         Section 4.    Control

         Section 4.1   Establishment of Collateral Account.

                                       7
<PAGE>

          The Securities Intermediary hereby confirms that:

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

               (2)  the Collateral Account is a securities account;

               (3)  subject to the terms of this Agreement, the Securities
          Intermediary shall treat the Purchase Contract Agent as entitled to
          exercise the rights that comprise any financial asset credited to the
          Collateral Account;

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

               (5)  all securities or other property underlying any financial
          assets credited to the Collateral Account shall be registered in the
          name of the Securities Intermediary, indorsed to the Securities
          Intermediary or in blank, or credited to another securities account
          maintained in the name of the Securities Intermediary, and in no case
          will any financial asset credited to the Collateral Account be
          registered in the name of the Purchase Contract Agent or any Holder,
          payable to the order of the Purchase Contract Agent or any Holder or
          specially indorsed to the Purchase Contract Agent or any Holder.

          Section 4.2   Treatment as Financial Assets.

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

          Section 4.3   Sole Control by Collateral Agent.

          Except as provided in Section 6, at all times prior to the termination
of the Pledge, the Collateral Agent shall have sole control of the Collateral
Account, and the Securities Intermediary shall take instructions and directions
with respect to the Collateral Account solely from the Collateral Agent. If at
any time the Securities Intermediary shall receive an entitlement order issued
by the Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person. Until termination
of the Pledge, the Securities Intermediary will not comply with any entitlement
orders issued by the Purchase Contract Agent or any Holder.

          Section 4.4   Securities Intermediary's Location.

          The Collateral Account, and the rights and obligations of the
Securities Intermediary, the Collateral Agent, the Purchase Contract Agent and
the Holders with respect thereto, shall be governed by the laws of the State of
New York. Regardless of any provision in any other

                                       8
<PAGE>

agreement, for purposes of the UCC, New York shall be deemed to be the
Securities Intermediary's location.

          Section 4.5   No Other Claims.

          Except for the claims and interest of the Collateral Agent and of the
Purchase Contract Agent and the Holders in the Collateral Account, the
Securities Intermediary (without making any investigation) does not know of any
claim to, or interest in, the Collateral Account or in any financial asset
credited thereto. If any person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process) against the Collateral Account or in any financial asset
carried therein, the Securities Intermediary will promptly notify the Collateral
Agent and the Purchase Contract Agent.

          Section 4.6   Investment and Release.

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

          Section 4.7   Statements and Confirmations.

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

          Section 4.8   Tax Allocations.

          The Purchase Contract Agent shall report all items of income, gain,
expense and loss recognized in the Collateral Account, to the extent such
reporting is required by law, to the Internal Revenue Service and all state and
local taxing authorities under the names and taxpayer identification numbers of
the Holders which are the beneficial owners thereof. Neither the Securities
Intermediary nor the Collateral Agent shall have any tax reporting duties
hereunder.

          Section 4.9   No Other Agreements.

          The Securities Intermediary has not entered into, and prior to the
termination of the Pledge will not enter into, any agreement with any other
Person relating to the Collateral Account or any financial assets credited
thereto, including, without limitation, any agreement to comply with entitlement
orders of any Person other than the Collateral Agent.

          Section 4.10  Powers Coupled With An Interest.

          The rights and powers granted in this Section 4 to the Collateral
Agent have been granted in order to perfect its security interests in the
Collateral Account, are powers coupled with an interest and will be affected
neither by the bankruptcy of the Purchase Contract Agent or any

                                       9
<PAGE>

Holder nor by the lapse of time. The obligations of the Securities Intermediary
under this Section 4 shall continue in effect until the termination of the
Pledge.

     Section 5.    Initial Deposit; Establishment of Treasury MEDS Units and
                   Reestablishment of MEDS Units

     Section 5.1   Initial Deposit of Trust Preferred Securities.

     Prior to or concurrently with the execution and delivery of this Agreement,
the Purchase Contract Agent, on behalf of the initial Holders of the MEDS Units,
shall Transfer to the Securities Intermediary, for credit to the Collateral
Account, the Preferred Securities or security entitlements relating thereto, and
the Securities Intermediary shall indicate by book-entry that a securities
entitlement to such Preferred Securities has been credited to the Collateral
Account.

     Section 5.2   Establishment of Treasury MEDS Units.

     (a) So long as no Tax Event Redemption shall have occurred, and the Trust
shall not have been dissolved and liquidated, at any time prior to or on the
seventh Business Day immediately preceding _________, 2004, a Holder of MEDS
Units shall have the right to establish or reestablish Treasury MEDS Units by
substitution of Treasury Securities or security entitlements with respect
thereto for the Pledged Preferred Securities comprising a part of such Holder's
MEDS Units in integral multiples of 40 MEDS Units by:

          (1)  Transferring to the Securities Intermediary for credit to the
     Collateral Account Treasury Securities or security entitlements with
     respect thereto having a Value equal to the aggregate liquidation amount of
     the Pledged Preferred Securities to be released, accompanied by a notice,
     substantially in the form of Exhibit C to the Purchase Contract Agreement,
     whereupon the Purchase Contract Agent shall deliver to the Collateral Agent
     a notice, substantially in the form of Exhibit A hereto, (A) stating that
     such Holder has Transferred Treasury Securities or security entitlements
     with respect thereto to the Securities Intermediary for credit to the
     Collateral Account, (B) stating the Value of the Treasury Securities or
     security entitlements with respect thereto Transferred by such Holder and
     (C) requesting that the Collateral Agent release from the Pledge the
     Pledged Preferred Securities that are a component of such MEDS Units; and

          (2)  delivering the related MEDS Units to the Purchase Contract Agent.

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

                                       10
<PAGE>

     (b) If a Tax Event Redemption has occurred and the Treasury Portfolio
has become a component of the MEDS Units, a Holder of MEDS Units shall not have
the right to establish or reestablish Treasury MEDS Units.

     (c) If no Tax Event Redemption shall have occurred, but the Trust shall
have been dissolved and liquidated, and the Subordinated Deferrable Notes have
become a component of the MEDS Units, at any time on or prior to the seventh
Business Day immediately preceding _________, 2004, a Holder of MEDS Units shall
have the right to substitute Treasury Securities or security entitlements with
respect thereto for the Pledged Subordinated Deferrable Notes comprising a part
of such Holder's MEDS Units in integral multiples of 40 MEDS Units by:

          (1)  Transferring to the Securities Intermediary for credit to the
     Collateral Account Treasury Securities or security entitlements with
     respect thereto having a Value equal to the aggregate principal amount at
     maturity of Pledged Subordinated Deferrable Notes to be released,
     accompanied by a notice, substantially in the form of Exhibit C to the
     Purchase Contract Agreement, whereupon the Purchase Contract Agent shall
     deliver to the Collateral Agent a notice, substantially in the form of
     Exhibit A hereto, (A) stating that such Holder has Transferred Treasury
     Securities or security entitlements with respect thereto to the Securities
     Intermediary for credit to the Collateral Account, (B) stating the Value of
     the Treasury Securities or securities entitlements with respect thereto
     Transferred by such Holder and (C) requesting that the Collateral Agent
     release from the Pledge the Pledged Subordinated Deferrable Notes that are
     a component of such MEDS Units; and

          (2)  delivering the related MEDS Units to the Purchase Contract Agent.

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

     (d) Upon credit to the Collateral Account of Treasury Securities or
security entitlements with respect thereto delivered by a Holder of MEDS Units
and receipt of the related instruction from the Collateral Agent, the Securities
Intermediary shall release the Pledged Preferred Securities or the Pledged
Subordinated Deferrable Notes, as the case may be, and shall promptly transfer
the same to the Purchase Contract Agent for distribution to such Holder, free
and clear of any lien, pledge or security interest created hereby.

     Section 5.3   Reestablishment of MEDS Units.

     (a) So long as no Tax Event Redemption shall have occurred, and the
Trust shall not have been dissolved and liquidated, at any time on or prior to
the seventh Business Day immediately preceding ________, 2004, a Holder of
Treasury MEDS Units shall have the right

                                       11
<PAGE>

to reestablish MEDS Units by substitution of Preferred Securities or security
entitlements with respect thereto for Pledged Treasury Securities in integral
multiples of 40 Treasury MEDS Units by:

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

          (2)  Delivering the related Treasury MEDS Units to the Purchase
     Contract Agent.

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

     (b) If a Tax Event Redemption has occurred and the Treasury Portfolio has
become a component of the MEDS Units, a holder of a Treasury MEDS Unit shall not
have the right to reestablish a MEDS Unit.

     (c) If no Tax Event Redemption shall have occurred, but the Trust shall
have been dissolved and liquidated, and the Subordinated Deferrable Notes have
become a component of the MEDS Units, at any time on or prior to the seventh
Business Day immediately preceding ________, 2004, a Holder of Treasury MEDS
Units shall have the right to reestablish MEDS Units by substitution of
Subordinated Deferrable Notes or security entitlements with respect thereto for
Pledged Treasury Securities in integral multiples of 40 Treasury MEDS Units by:

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

                                       12
<PAGE>

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

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

         (d) Upon credit to the Collateral Account of Preferred Securities or
security entitlements with respect thereto or Subordinated Deferrable Notes or
security entitlements with respect thereto, as the case may be, delivered by a
Holder of Treasury MEDS Units and receipt of the related instruction from the
Collateral Agent, the Securities Intermediary shall release the Pledged Treasury
Securities and shall promptly transfer the same to the Purchase Contract Agent
for distribution to such Holder, free and clear of any lien, pledge or security
interest created hereby.

         Section 5.4   Termination Event.

         (a) Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that a Termination Event has occurred,
the Collateral Agent shall release all Collateral from the Pledge and shall
promptly Transfer:

               (1)  any Pledged Preferred Securities or security entitlements
         with respect thereto or the Applicable Ownership Interest (as specified
         in clause (A) of the definition of such term) of the Treasury Portfolio
         (if a Tax Event Redemption has occurred and the Treasury Portfolio has
         become a component of the MEDS Units) or the Pledged Subordinated
         Deferrable Notes (if the Trust has been dissolved and liquidated, and
         the Subordinated Deferrable Notes or security entitlements with respect
         thereto have become a component of the MEDS Units);

               (2)  any Pledged Treasury Securities, and

               (3)  payments by Holders (or the Permitted Investments of such
         payments) pursuant to Section 5.5 hereof,

to the Purchase Contract Agent for the benefit of the Holders for to such
Holders in accordance with their respective interests, free and clear of any
lien, pledge or security interest or other interest created hereby; provided,
however, if any Holder shall be entitled to receive less than $1,000 with
respect to his interest in the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, the
Purchase Contract Agent shall have the right to dispose of such interest for
cash and deliver to such Holder cash in lieu of delivering the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio.

                                       13
<PAGE>

         (b) If such Termination Event shall result from the Company's becoming
a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any
reason fail promptly to effectuate the release and Transfer of all Pledged
Preferred Securities, the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, the Pledged
Subordinated Deferrable Notes, the Pledged Treasury Securities or payments by
Holders (or the Permitted Investments of such payments) pursuant to Section 5.5
hereof, as the case may be, as provided by this Section 5.4, the Purchase
Contract Agent shall:

               (1)  use its best efforts to obtain an opinion of a nationally
         recognized law firm reasonably acceptable to the Collateral Agent to
         the effect that, as a result of the Company's being the debtor in such
         a bankruptcy case, the Collateral Agent will not be prohibited from
         releasing or Transferring the Collateral as provided in this Section
         5.4, and shall deliver such opinion to the Collateral Agent within ten
         days after the occurrence of such Termination Event, and if (A) the
         Purchase Contract Agent shall be unable to obtain such opinion within
         ten days after the occurrence of such Termination Event or (B) the
         Collateral Agent shall continue, after delivery of such opinion, to
         refuse to effectuate the release and Transfer of all Pledged Preferred
         Securities, Applicable Ownership Interest (as specified in clause (A)
         of the definition of such term) of the Treasury Portfolio, all the
         Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities,
         the payments by Holders or the Permitted Investments of such payments
         pursuant to Section 5.5 hereof or the Proceeds of any of the foregoing,
         as the case may be, as provided in this Section 5.4, then the Purchase
         Contract Agent shall within fifteen days after the occurrence of such
         Termination Event commence an action or proceeding in the court having
         jurisdiction of the Company's case under the Bankruptcy Code seeking an
         order requiring the Collateral Agent to effectuate the release and
         transfer of all Pledged Preferred Securities, Applicable Ownership
         Interest (as specified in clause (A) of the definition of such term) of
         the Treasury Portfolio, all the Pledged Subordinated Deferrable Notes,
         the Pledged Treasury Securities, or the payments by Holders or the
         Permitted Investments of such payments pursuant to Section 5.5 hereof,
         or as the case may be, as provided by this Section 5.4; or

               (2)  commence an action or proceeding like that described in
         clause 5.4(b)(1) hereof within ten days after the occurrence of such
         Termination Event.

                                       14
<PAGE>

         Section 5.5   Cash Settlement.

         (a) Upon receipt by the Collateral Agent of (1) a notice from the
Purchase Contract Agent promptly after the receipt by the Purchase Contract
Agent of a notice from a Holder of MEDS Units that such Holder has elected, in
accordance with the procedures specified in Section 5.02(a)(i) or (d)(i) of the
Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2)
payment by such Holder by deposit in the Collateral Account prior to 11:00 a.m.
(New York City time) on the fifth Business Day immediately preceding ______,
2004, in the case of a MEDS Unit, unless a Tax Event Redemption has occurred, or
on the Business Day prior to ________, 2004 in the case of Treasury MEDS or a
MEDS Unit, if a Tax Event Redemption has occurred, of the Purchase Price in
lawful money of the United States by certified or cashier's check or wire
transfer of immediately available funds payable to or upon the order of the
Securities Intermediary, then the Collateral Agent shall:

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

               (2)  release from the Pledge the MEDS Unit holder's or the
         Treasury MEDS Unit holder's related Pledged Preferred Securities,
         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio, the Pledged
         Subordinated Deferrable Notes or Pledged Treasury Securities, as
         applicable, as to which such Holder has elected to effect a Cash
         Settlement pursuant to this Section 5.5(a); and

               (3)  instruct the Securities Intermediary to Transfer all such
         Pledged Preferred Securities, Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio, Pledged Subordinated Deferrable Notes or the Pledged
         Treasury Securities, as the case may be, to the Purchase Contract Agent
         for the benefit of such Holder, in each case free and clear of the
         Pledge created hereby, for distribution to such Holder.

         Upon the request of the Securities Intermediary, the Company shall
instruct the Securities Intermediary in writing as to the type of Permitted
Investments in which any such Cash shall be invested; provided, however, that if
the Company fails to deliver such written instructions by 10:30 a.m. (New York
City time), the Securities Intermediary shall invest such Cash in the Permitted
Investments described in clause 6 of the definition of Permitted Investments.

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

                                       15
<PAGE>

         (a) If a Holder of MEDS Units (if a Tax Event Redemption shall not have
occurred) notifies the Purchase Contract Agent as provided in paragraph
5.02(a)(i) of the Purchase Contract Agreement of its intention to pay the
Purchase Price in cash, but fails to make such payment as required by paragraph
5.02(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to
have consented to the disposition of such Holder's Pledged Preferred Securities
or Pledged Subordinated Deferrable Notes in accordance with paragraph
5.02(a)(iii) of the Purchase Contract Agreement.

         (b) If a Holder of a Treasury MEDS Unit or a Holder of MEDS Unit (if a
Tax Event Redemption shall have occurred) notifies the Purchase Contract Agent
as provided in paragraph 5.02(d)(i) of the Purchase Contract Agreement of its
intention to pay the Purchase Price in cash, but fails to make such payment as
required by paragraph 5.02(d)(ii) of the Purchase Contract Agreement, such
Holder shall be deemed to have elected to pay the Purchase Price in accordance
with paragraph 5.02(d)(iii) of the Purchase Contract Agreement.

         (c) As soon as practicable after 11:00 a.m. (New York City time) on the
fifth Business Day immediately preceding the Purchase Contract Settlement Date,
the Securities Intermediary shall deliver to the Purchase Contract Agent a
notice, substantially in the form of Exhibit E hereto, stating (i) the amount of
cash that it has received with respect to the Cash Settlement of MEDS Units and
(ii) the amount of cash that it has received with respect to the Cash Settlement
of Treasury MEDS Units.

         Section 5.6   Intentionally Omitted.

         Section 5.7   Application of Proceeds in Settlement of Purchase
                       Contracts.

         (a) If a Holder of MEDS Units (if a Tax Event Redemption has not
occurred) has not elected to make an effective Cash Settlement by notifying the
Purchase Contract Agent in the manner provided for in Section 5.02(a)(i) in the
Purchase Contract Agreement, or has given such notice but failed to deliver the
required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day
immediately preceding _______, 2004, such Holder shall be deemed to have elected
to pay for the shares of Common Stock to be issued under such Purchase Contracts
from the Proceeds of the remarketing of the related Pledged Preferred Securities
or Pledged Subordinated Deferrable Notes. Upon written notice of such event from
the Purchase Contract Agent, the Collateral Agent shall instruct the Securities
Intermediary to Transfer the related Pledged Preferred Securities or Pledged
Subordinated Deferrable Notes to the Remarketing Agent for remarketing. Upon
receiving such Pledged Preferred Securities or Pledged Subordinated Deferrable
Notes, the Remarketing Agent, pursuant to the terms of the Remarketing
Agreement, will use reasonable efforts to remarket such Pledged Preferred
Securities or Pledged Subordinated Deferrable Notes. The Remarketing Agent will
deposit the Proceeds of such remarketing (less $0.0625 per each Preferred
Security remarketed, which shall be retained by the Remarketing Agent as a fee
for its services in the Remarketing) in the Collateral Account, and the
Securities Intermediary shall invest the Proceeds of the remarketing in
Permitted Investments in clause 6 of the definition of Permitted Investments. On
the Purchase Contract Settlement Date, the Purchase Contract Agent shall give
written direction to the

                                       16
<PAGE>

Collateral Agent specifying the instruction the Collateral Agent shall give to
the Securities Intermediary in order to apply a portion of the Proceeds from
such remarketing equal to the aggregate liquidation amount of the Preferred
Securities or aggregate principal amount of such Pledged Subordinated Deferrable
Note to satisfy in full such Holder's obligations to pay the Purchase Price to
purchase the shares of Common Stock under the related Purchase Contracts and the
balance of the Proceeds from the remarketing, if any, that shall be transferred
to the Purchase Contract Agent for the benefit of such Holder for distribution
to such Holder.

         If the Remarketing Agent advises the Collateral Agent in writing that
there has been a Failed Remarketing, thus resulting in an event of default under
the Purchase Contract Agreement and hereunder, the Collateral Agent, for the
benefit of the Company shall, at the written direction of the Company, use
commercially reasonable efforts to dispose of the Pledged Preferred Securities
or Pledged Subordinated Deferrable Notes in accordance with applicable law and
apply the proceeds from such disposition towards such Holder's obligations to
pay the Purchase Price for the shares of Common Stock.

         (b) If a Holder of a Treasury MEDS Unit or a Holder of MEDS Unit (if a
Tax Event Redemption has occurred) has not elected to make an effective Cash
Settlement by notifying the Purchase Contract Agent in the manner provided for
in Section 5.02(d)(i) of the Purchase Contract Agreement, or has given such
notice but failed to make such payment in the manner required by Section
5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to
have elected to pay for the shares of Common Stock to be issued under such
Purchase Contracts from the Proceeds of the related Pledged Treasury Securities
or such Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be.
Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately
prior to the Purchase Contract Settlement Date, the Securities Intermediary
shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or
such Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the Treasury Portfolio, as the case may be, in Permitted
Investments in clause 6 of the definition of Permitted Investments, unless prior
to 10:30 a.m. (New York City time), the Company shall otherwise instruct the
Securities Intermediary as to the type of Permitted Investments in which any
such Cash Proceeds shall be invested. Without receiving any instruction from any
such Holder, the Collateral Agent shall apply the Proceeds of the related
Pledged Treasury Securities or such Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, to the settlement of such Purchase Contracts on the Purchase
Contract Settlement Date. In the event the sum of the Proceeds from the related
Pledged Treasury Securities or such Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio as the
case may be, and the investment earnings from the investment in Permitted
Investments exceeds the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall instruct the Securities Intermediary
to distribute such excess, when received, to the Purchase Contract Agent for the
benefit of such Holder for distribution to such Holder.

         Section 5.8   Tax Event Redemption.

                                       17
<PAGE>

         If the Securities Intermediary receives written notice that a Tax Event
Redemption has occurred prior to the Purchase Contract Settlement Date, the
Securities Intermediary shall apply the Redemption Amount to purchase the
Treasury Portfolio and the Securities Intermediary shall credit the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio to the Collateral Account and shall transfer the
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio to the Purchase Contract Agent for
distribution to the Holders of the MEDS Units. Upon credit to the Collateral
Account of the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio having a Value equal to the
liquidation amount of the Pledged Preferred Securities or the aggregate
principal amount of the Pledged Subordinated Deferrable Notes, the Securities
Intermediary shall release the Pledged Preferred Securities or the Pledged
Subordinated Deferrable Notes, as applicable, from the Collateral Account and
shall promptly transfer the Pledged Preferred Securities to the Trust and the
Pledged Subordinated Deferrable Notes to the Company, as applicable.

         Section 6.    Voting Rights - Pledged Preferred Securities and Pledged
                       Subordinated Deferrable Notes

         The Purchase Contract Agent may exercise, or refrain from exercising,
any and all voting and other consensual rights pertaining to the Pledged
Preferred Securities or the Pledged Subordinated Deferrable Notes or any part
thereof for any purpose not inconsistent with the terms of this Agreement and in
accordance with the terms of the Purchase Contract Agreement; provided, that the
Purchase Contract Agent shall not exercise or shall not refrain from exercising
such right, as the case may be, if, in the judgment of the Purchase Contract
Agent, such action would impair or otherwise have a material adverse effect on
the value of all or any of the Pledged Preferred Securities or the Pledged
Subordinated Deferrable Notes; and provided, further, that the Purchase Contract
Agent shall give the Company and the Collateral Agent at least five Business
Days' prior written notice of the manner in which it intends to exercise, or its
reasons for refraining from exercising, any such right. Upon receipt of any
notices and other communications in respect of any Pledged Preferred Securities
or the Pledged Subordinated Deferrable Notes, including notice of any meeting at
which holders of the Preferred Securities or the Subordinated Deferrable Notes
are entitled to vote or solicitation of consents, waivers or proxies of holders
of the Preferred Securities or Subordinated Deferrable Notes, the Collateral
Agent shall use reasonable efforts to send promptly to the Purchase Contract
Agent such notice or communication, and as soon as reasonably practicable after
receipt of a written request therefor from the Purchase Contract Agent, execute
and deliver to the Purchase Contract Agent such proxies and other instruments in
respect of such Pledged Preferred Securities or the Pledged Subordinated
Deferrable Notes (in form and substance satisfactory to the Collateral Agent) as
are prepared by the Purchase Contract Agent with respect to the Pledged
Preferred Securities or the Pledged Subordinated Deferrable Notes.

Section 7.   Rights and Remedies.

         Section 7.1.  Rights and Remedies of the Collateral Agent.

                                       18
<PAGE>

         (a) In addition to the rights and remedies specified in Section 5.7
hereof or otherwise available at law or in equity, after an event of default (as
specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the Pledged
Preferred Securities, Pledged Subordinated Deferrable Notes, Pledged Treasury
Securities or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) in full satisfaction of the Holders'
obligations under the Purchase Contracts and the Purchase Contract Agreement or
(2) sale of the Pledged Preferred Securities, Pledged Subordinated Deferrable
Notes, Pledged Treasury Securities or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) in one or
more public or private sales.

         (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, or on account of principal payments of any Pledged
Treasury Securities as provided in Section 3 hereof, in satisfaction of the
Obligations of the Holder of the MEDS Units (if a Tax Event Redemption has
occurred) of which such appropriate Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio or the
Holder of the Treasury MEDS Units of which such Pledged Treasury Securities, as
applicable, is a part under the related Purchase Contracts, the inability to
make such payments shall constitute an event of default hereunder and the
Collateral Agent shall have and may exercise, with reference to such Pledged
Treasury Securities or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as applicable, any and all of the rights and remedies available to a
secured party under the UCC and the TRADES Regulations after default by a
debtor, and as otherwise granted herein or under any other law.

         (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the liquidation amount of
the Pledged Preferred Securities, (ii) the principal amount of the Pledged
Subordinated Deferrable Notes, (iii) the principal amount of the Pledged
Treasury Securities and (iv) the principal amount of the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, subject, in each case, to the provisions of Section 3
hereof, and as otherwise granted herein.

         (d) The Purchase Contract Agent and each Holder of Securities agrees
that, from time to time, upon the written request of the Collateral Agent or the
Purchase Contract Agent, such Holder shall execute and deliver such further
documents and do such other acts and things as the Collateral Agent may
reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
The Purchase

                                       19
<PAGE>

Contract Agent shall have no liability to any Holder for executing any documents
or taking any such acts requested by the Collateral Agent hereunder, except for
liability for its own negligent acts, its own negligent failure to act or its
own willful misconduct.

         Section 7.2   Substitution of Subordinated Deferrable Notes or Treasury
                       Portfolio.

         If the Trust shall have been dissolved and liquidated prior to the
Purchase Contract Settlement Date, the Securities Intermediary shall transfer to
the Collateral Agent Subordinated Deferrable Notes having a Value equal to the
liquidation amount of the Pledged Preferred Securities for credit to the
Collateral Account. Upon credit to the Collateral Account of such Subordinated
Deferrable Notes, the Collateral Agent shall release the Pledged Preferred
Securities from the Collateral Account and shall promptly transfer the same to
the Trust.

         Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the Subordinated Deferrable Notes as provided for in the Declaration,
the Liquidation Distribution shall be credited to the Collateral Account by the
Property Trustee, on or prior to 12:30 p.m., New York City time on the date of
distribution of the Liquidation Distribution, by federal funds check or wire
transfer of immediately available funds. The Collateral Agent is hereby
authorized to present the Pledged Preferred Securities for payment as may be
required by their terms. Upon receipt of such funds, the Pledged Preferred
Securities shall be released from the Collateral Account. In the event such
funds are credited to the Collateral Account, the Collateral Agent, at the
written direction of the Company, shall instruct the Securities Intermediary to
(a) apply an amount equal to the Redemption Amount of such Liquidation
Distribution to purchase the Treasury Portfolio from the Quotation Agent for
credit to the Collateral Account and (b) promptly remit the remaining portion of
such Liquidation Distribution, if any, to the Purchase Contract Agent for
payment to the Holders of MEDS Units.

         Section 7.3   Tax Event Redemption.

         Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, the Redemption Amount, plus any accumulated and unpaid
distributions, or any accrued and unpaid interest, as the case may be, payable
on the Tax Event Redemption Date with respect to the Applicable Principal Amount
shall be credited to the Collateral Account by the Property Trustee or, in case
there has been a dissolution of the Trust and the distribution of the related
Subordinated Deferrable Notes, by the Indenture Trustee, on or prior to 12:30
p.m., New York City time on such Tax Event Redemption Date, by federal funds
check or wire transfer of immediately available funds. The Collateral Agent is
hereby authorized to present the Pledged Preferred Securities or the Pledged
Subordinated Deferrable Notes for payment as may be required by their respective
terms. Upon receipt of such funds, the Pledged Preferred Securities or Pledged
Subordinated Deferrable Notes, as the case may be, shall be released from the
Collateral Account. In the event such funds are credited to the Collateral
Account, the Collateral Agent, at the written direction of the Company, shall
instruct the Securities Intermediary to (a) apply an amount equal to the
Redemption Amount of such funds to purchase the Treasury Portfolio from the
Quotation Agent for credit to the Collateral Account and (b)

                                       20
<PAGE>

promptly remit the remaining portion of such funds, if any, to the Purchase
Contract Agent for payment to the Holders of MEDS Units.

         Section 7.4   Substitutions.

         Whenever a Holder has the right to substitute Treasury Securities,
Trust Preferred Securities, Subordinated Deferrable Notes or security
entitlements for any of them or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as the case may be, for financial assets held in the
Collateral Account, such substitution shall not constitute a novation of the
security interest created hereby.

Section 8.     Representations and Warranties; Covenants.

         Section 8.1   Representations and Warranties.

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

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

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

               (3)  upon the Transfer of the Collateral to the Securities
         Intermediary for credit to the Collateral Account, the Collateral
         Agent, for the benefit of the Company, will have a valid and perfected
         first priority security interest therein (assuming that any central
         clearing operation or any securities intermediary or other entity not
         within the control of the Holder involved in the Transfer of the
         Collateral, including the Collateral Agent and the Securities
         Intermediary, gives the notices and takes the action required of it
         hereunder and under applicable law for perfection of that interest and
         assuming the establishment and exercise of control pursuant to Section
         4 hereof); and

               (4)  the execution and performance by the Holder of its
         obligations under this Agreement will not result in the creation of any
         security interest, lien or other encumbrance on the Collateral other
         than the security interest and lien granted under Section 2 hereof or
         violate any provision of any existing law or regulation applicable to
         it

                                       21
<PAGE>

         or of any mortgage, charge, pledge, indenture, contract or undertaking
         to which it is a party or which is binding on it or any of its assets.

         Section 8.2   Covenants.

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

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

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

Section 9.     The Collateral Agent and the Securities Intermediary.

         It is hereby agreed as follows:

         Section 9.1   Appointment, Powers and Immunities.

         The Collateral Agent and Securities Intermediary shall act as agent for
the Company hereunder with such powers as are specifically vested in the
Collateral Agent and Securities Intermediary by the terms of this Agreement,
together with such other powers as are reasonably incidental thereto. The
Collateral Agent and Securities Intermediary shall:

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

               (2)  not be responsible for any recitals contained in this
         Agreement, or in any certificate or other document referred to or
         provided for in, or received by it under, this Agreement, the
         Securities or the Purchase Contract Agreement, or for the value,
         validity, effectiveness, genuineness, enforceability or sufficiency of
         this Agreement (other than as against the Collateral Agent and
         Securities Intermediary), the Securities or the Purchase Contract
         Agreement or any other document referred to or provided for herein or
         therein or for any failure by the Company or any other Person (except
         the Collateral Agent and Securities Intermediary) to perform any of its
         obligations hereunder or thereunder or for

                                       22
<PAGE>

         the perfection, priority or, except as expressly required hereby,
         maintenance of any security interest created hereunder;

               (3)  not be required to initiate or conduct any litigation or
         collection proceedings hereunder (except pursuant to directions
         furnished under Section 9.2 hereof, subject to Section 9.6 hereof);

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

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

Subject to the foregoing, during the term of this Agreement, the Collateral
Agent shall take all reasonable action in connection with the safekeeping and
preservation of the Collateral hereunder.

         No provision of this Agreement shall require the Collateral Agent or
Securities Intermediary to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder. In no
event shall the Collateral Agent or Securities Intermediary be liable for any
amount in excess of the Value of the Collateral. Notwithstanding the foregoing,
each of the Collateral Agent and the Securities Intermediary in its individual
capacity hereby waives any right of setoff, bankers' lien, liens or perfection
rights as securities intermediary or any counterclaim with respect to any of the
Collateral.

         Section 9.2   Instructions of the Company.

         The Company shall have the right, by one or more written instruments
executed and delivered to the Collateral Agent, to direct the time, method and
place of conducting any proceeding for the realization of any right or remedy
available to the Collateral Agent, or of exercising any power conferred on the
Collateral Agent, or to direct the taking or refraining from taking of any
action authorized by this Agreement; provided, however, that (i) such direction
shall not conflict with the provisions of any law or of this Agreement and (ii)
the Collateral Agent shall be adequately indemnified as provided herein. Nothing
contained in this Section 9.2 shall impair the right of the Collateral Agent in
its discretion to take any action or omit to take any action which it deems
proper and which is not inconsistent with such direction.

         Section 9.3   Reliance by Collateral Agent and Securities Intermediary.

         Each of the Securities Intermediary and the Collateral Agent shall be
entitled to rely upon any certification, order, judgment, opinion, notice or
other written communication (including, without limitation, any thereof by
e-mail or similar electronic means, telecopy, telex

                                       23
<PAGE>

or facsimile) believed by it to be genuine and correct and to have been signed
or sent by or on behalf of the proper Person or Persons (without being required
to determine the correctness of any fact stated therein) and consult with and
rely upon advice, opinions and statements of legal counsel and other experts
selected by the Collateral Agent and the Securities Intermediary. As to any
matters not expressly provided for by this Agreement, the Collateral Agent and
the Securities Intermediary shall in all cases be fully protected in acting, or
in refraining from acting, hereunder in accordance with instructions given by
the Company in accordance with this Agreement.

         Section 9.4   Rights in Other Capacities.

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

         Section 9.5   Non-Reliance on Collateral Agent and Securities
                       Intermediary.

         Neither the Securities Intermediary nor the Collateral Agent shall be
required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. Neither the Collateral
Agent nor the Securities Intermediary shall have any duty or responsibility to
provide the Company with any credit or other information concerning the affairs,
financial condition or business of the Purchase Contract Agent or any Holder of
Securities (or any of their respective affiliates) that may come into the
possession of the Collateral Agent or the Securities Intermediary or any of
their respective affiliates.

         Section 9.6   Compensation and Indemnity.

         The Company agrees to:

               (1)  pay the Collateral Agent and the Securities Intermediary
         from time to time such compensation as shall be agreed in writing
         between the Company and the Collateral

                                       24
<PAGE>

     Agent or the Securities Intermediary, as the case may be, for all services
     rendered by them hereunder;

          (2)  indemnify and hold harmless the Collateral Agent, the Securities
     Intermediary and each of their respective directors, officers, agents and
     employees (collectively, the "Indemnitees"), harmless from and against any
     and all claims, liabilities, losses, damages, fines, penalties and expenses
     (including reasonable fees and expenses of counsel) (collectively, "Losses"
     and individually, a "Loss") that may be imposed on, incurred by, or
     asserted against, the Indemnitees or any of them for following any
     instructions or other directions upon which either the Collateral Agent or
     the Securities Intermediary is entitled to rely pursuant to the terms of
     this Agreement; and

          (3)  in addition to and not in limitation of paragraph (2) immediately
     above, indemnify and hold the Indemnitees and each of them harmless from
     and against any and all Losses that may be imposed on, incurred by or
     asserted against, the Indemnitees or any of them in connection with or
     arising out of the Collateral Agent's or the Securities Intermediary's
     acceptance or performance of its powers and duties under this Agreement,
     provided the Collateral Agent or the Securities Intermediary has not acted
     with negligence or engaged in willful misconduct or bad faith with respect
     to the specific Loss against which indemnification is sought.

     Section 9.7    Failure to Act.

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

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

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

                                       25
<PAGE>

The Collateral Agent and the Securities Intermediary may in addition elect to
commence an interpleader action or seek other judicial relief or orders as the
Collateral Agent or the Securities Intermediary may deem necessary.
Notwithstanding anything contained herein to the contrary, neither the
Collateral Agent nor the Securities Intermediary shall be required to take any
action that is in its opinion contrary to law or to the terms of this Agreement,
or which would in its opinion subject it or any of its officers, employees or
directors to liability.

     Section 9.8    Resignation of Collateral Agent and Securities Intermediary.

     (a)  Subject to the appointment and acceptance of a successor Collateral
Agent as provided below:

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

          (2)  the Collateral Agent may be removed at any time by the Company;
     and

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

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Collateral Agent pursuant to clause (3) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have the right
to appoint a successor Collateral Agent. If no successor Collateral Agent shall
have been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent's giving of notice of resignation or the
Company or the Purchase Contract Agent giving notice of such removal, then the
retiring Collateral Agent may petition any court of competent jurisdiction for
the appointment of a successor Collateral Agent. The Collateral Agent shall be a
bank or a national banking association which has an office (or an agency office)
in New York City with a combined capital and surplus of at least $50,000,000 and
shall not be the Purchase Contract Agent or any of its affiliates. Upon the
acceptance of any appointment as Collateral Agent hereunder by a successor
Collateral Agent, such successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent, and the retiring Collateral Agent shall take all appropriate
action to transfer any money and property held by it hereunder (including the
Collateral) to such successor Collateral Agent. The retiring Collateral Agent
shall, upon such succession, be discharged from its duties and obligations as
Collateral Agent hereunder. After any retiring Collateral Agent's resignation
hereunder as Collateral Agent, the provisions of this Section 9 shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as the Collateral Agent.

                                       26
<PAGE>

     (b)  Subject to the appointment and acceptance of a successor Securities
Intermediary as provided below:

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

            (2)  the Securities Intermediary may be removed at any time by the
     Company; and

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

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Securities Intermediary pursuant to clause (3) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have the right
to appoint a successor Securities Intermediary. If no successor Securities
Intermediary shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Securities Intermediary's giving
of notice of resignation or the Company or the Purchase Contract Agent giving
notice of such removal, then the retiring Securities Intermediary may petition
any court of competent jurisdiction for the appointment of a successor
Securities Intermediary. The Securities Intermediary shall be a bank or a
national banking association which has an office (or an agency office) in New
York City with a combined capital and surplus of at least $50,000,000 and shall
not be the Purchase Contract Agent or any of its affiliates. Upon the acceptance
of any appointment as Securities Intermediary hereunder by a successor
Securities Intermediary, such successor Securities Intermediary shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Securities Intermediary, and the retiring Securities
Intermediary shall take all appropriate action to transfer any money and
property held by it hereunder (including the Collateral) to such successor
Securities Intermediary. The retiring Securities Intermediary shall, upon such
succession, be discharged from its duties and obligations as Securities
Intermediary hereunder. After any retiring Securities Intermediary's resignation
hereunder as Securities Intermediary, the provisions of this Section 9 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Securities Intermediary.

     Section 9.9    Right to Appoint Agent or Advisor.

     The Collateral Agent shall have the right to appoint agents or advisors in
connection with any of its duties hereunder, and the Collateral Agent shall not
be liable for any action taken or omitted by, or in reliance upon the advice of,
such agents or advisors selected in good faith. The appointment of agents
pursuant to this Section 9.9 shall be subject to prior consent of the Company,
which consent shall not be unreasonably withheld.

     Section 9.10   Survival.

                                       27
<PAGE>

     The provisions of this Section 9 shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent or the
Securities Intermediary.

     Section 9.11   Exculpation.

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

Section 10   Amendment.

     Section 10.1   Amendment Without Consent of Holders.

     Without the consent of any Holders, the Company, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent, at any time and from
time to time, may amend this Agreement, in form satisfactory to the Company, the
Collateral Agent, the Securities Intermediary and the Purchase Contract Agent,
to:

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

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

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

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

     Section 10.2   Amendment With Consent of Holders.

     With the consent of the Holders of not less than a majority of the Purchase
Contracts at the time outstanding, by Act of such Holders delivered to the
Company, the Purchase Contract Agent, the Securities Intermediary or the
Collateral Agent, as the case may be, the Company, when duly authorized, the
Purchase Contract Agent, the Securities Intermediary and the Collateral Agent
may amend this Agreement for the purpose of modifying in any manner the

                                       28
<PAGE>

provisions of this Agreement or the rights of the Holders in respect of the
Securities; provided, however, that no such supplemental agreement shall,
without the unanimous consent of the Holders of each Outstanding Security
adversely affected thereby:

          (1)  Change the amount or type of Collateral underlying a Security
     (except for the rights of holders of MEDS Units to substitute the Treasury
     Securities for the Pledged Preferred Securities or the Pledged Subordinated
     Deferrable Notes, as the case may be, or the rights of Holders of Treasury
     MEDS Units to substitute Preferred Securities or Subordinated Deferrable
     Notes, as applicable, for the Pledged Treasury Securities), impair the
     right of the Holder of any Security to receive distributions on the
     underlying Collateral or otherwise adversely affect the Holder's rights in
     or to such Collateral; or

          (2)  otherwise effect any action that would require the consent of the
     Holder of each Outstanding Security affected thereby pursuant to the
     Purchase Contract Agreement if such action were effected by an agreement
     supplemental thereto; or

          (3)  reduce the percentage of Purchase Contracts the consent of whose
     Holders is required for any such amendment;

provided that if any amendment or proposal referred to above would adversely
affect only the MEDS Units or only the Treasury MEDS Units, then only the
affected class of Holders as of the record date for the Holders entitled to vote
thereon will be entitled to vote on such amendment or proposal, and such
amendment or proposal shall not be effective except with the consent of Holders
of not less than a majority of such class; provided, further, that the unanimous
consent of the Holders of each outstanding Purchase Contract of such class
affected thereby shall be required to approve any amendment or proposal
specified in clauses (1) through (3) above.

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

     Section 10.3   Execution of Amendments.

     In executing any amendment permitted by this Section, the Collateral Agent,
the Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 7.01 of the Purchase Contract Agreement with
respect to the Purchase Contract Agent) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent, if
any, to the execution and delivery of such amendment have been satisfied.

     Section 10.4   Effect of Amendments.

     Upon the execution of any amendment under this Section, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Holder of Certificates theretofore
or thereafter authenticated, executed

                                       29
<PAGE>

on behalf of the Holders and delivered under the Purchase Contract Agreement
shall be bound thereby.

     Section 10.5   Reference to Amendments.

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

Section 11.    Miscellaneous.

     Section 11.1   No Waiver.

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

     Section 11.2   Governing Law.

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

     Section 11.3   Notices.

                                       30
<PAGE>

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

     Section 11.4   Successors and Assigns.

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

     Section 11.5   Counterparts.

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

     Section 11.6   Severability.

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

     Section 11.7   Expenses, etc.

     The Company agrees to reimburse the Collateral Agent and the Securities
Intermediary for:

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

          (2)  all reasonable costs and expenses of the Collateral Agent and the
     Securities Intermediary (including, without limitation, reasonable fees and
     expenses of counsel) in

                                       31
<PAGE>

     connection with (i) any enforcement or proceedings resulting or incurred in
     connection with causing any Holder of Securities to satisfy its obligations
     under the Purchase Contracts forming a part of the Securities and (ii) the
     enforcement of this Section 11.7;

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

          (4)  all fees and expenses of any agent or advisor appointed by the
     Collateral Agent and consented to by the Company under Sections 9.3 and 9.9
     of this Agreement; and

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

     Section 11.8   Security Interest Absolute.

     All rights of the Collateral Agent and security interests hereunder, and
all obligations of the Holders from time to time hereunder, shall be absolute
and unconditional irrespective of:

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

          (2)  any change in the time, manner or place of payment of, or any
     other term of, or any increase in the amount of, all or any of the
     obligations of Holders of the Securities under the related Purchase
     Contracts, or any other amendment or waiver of any term of, or any consent
     to any departure from any requirement of, the Purchase Contract Agreement
     or any Purchase Contract or any other agreement or instrument relating
     thereto; or

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

     Section 11.9   Notice of Tax Event, Tax Event Redemption and Termination
                    Event.

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

                      [SIGNATURES ON THE FOLLOWING PAGE]

                                       32
<PAGE>

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

___________________________________        _____________________________________
HELLER FINANCIAL, INC.                     BNY MIDWEST TRUST COMPANY as
                                           Purchase Contract Agent and as
                                           attorney-in-fact of the Holders
                                           from time to time of the
                                           Securities

By: _______________________________        By: _________________________________
    Name:                                      Name:
    Title:                                     Title:

Address for Notices:                       Address for Notices:

Heller Financial, Inc.                     BNY Midwest Trust Company
500 West Monroe Street                     2 North LaSalle, Suite 1020
Chicago, Illinois 60661                    Chicago, Illinois 60602
Attention: Treasurer                       Attention: Corporate Trust Department
Telecopy: (312) 441-7586                   Telecopy: (312) 827-8542
With a copy to:
Heller Financial, Inc.
500 West Monroe Street
Chicago, Illinois 60661
Attention: General Counsel
Telecopy: (312) 441-7456


___________________________________        _____________________________________
WELLS FARGO BANK                           WELLS FARGO BANK
  MINNESOTA, N.A.,                           MINNESOTA, N.A.,
as Collateral Agent                        as Securities Intermediary

By: _______________________________        By: _________________________________
    Name:                                      Name:
    Title:                                     Title:

Address for Notices:                       Address for Notices:

Wells Fargo Bank Minnesota, N.A.           Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services                   Corporate Trust Services
Sixth and Marquette                        Sixth and Marquette
MAC N9303-110                              MAC N9303-110
Minneapolis, MN 55479                      Minneapolis, MN 55479

                                       33
<PAGE>

Attention: CMG - Heller Financial          Attention: CMG - Heller Financial
Telecopy: (612) 667-2160                   Telecopy: (612) 667-2160

                                       34
<PAGE>

                                                                       EXHIBIT A

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


Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479
Attention: CMG - Heller Financial
Telecopy: (612) 667-2160

     Re:  MEDS Units of Heller Financial, Inc. (the "Company") and HFI Trust I

          The securities account of Wells Fargo Bank Minnesota, N.A., as
          Collateral Agent, maintained by the Securities Intermediary and
          designated "Wells Fargo Bank Minnesota, N.A., as Collateral Agent of
          Heller Financial, Inc., as pledgee of BNY Midwest Trust Company, as
          the Purchase Contract Agent on behalf of and as attorney-in-fact for
          the Holders" (the "Collateral Account")

     Please refer to the Pledge Agreement, dated as of ______, 2001 (the "Pledge
Agreement"), among the Company, you, as Collateral Agent, Wells Fargo Bank
Minnesota, N.A., as Securities Intermediary, and the undersigned, as Purchase
Contract Agent and as attorney-in-fact for the holders of MEDS Units from time
to time. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.

     We hereby notify you in accordance with Section 5.2 of the Pledge Agreement
that the holder of securities named below (the "Holder") has elected to
substitute $__________ Value of Treasury Securities or security entitlements
thereto in exchange for [an equal Value of [Pledged Preferred Securities]
[Pledged Subordinated Deferrable Notes] relating to _________ MEDS Units] and
has delivered to the undersigned a notice stating that the Holder has
Transferred such Treasury Securities or security entitlements thereto to the
Securities Intermediary, for credit to the Collateral Account.

     We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral Account, to release to the undersigned [an equal
Value of [Pledged Preferred Securities] [Pledged Subordinated Deferrable Notes]]
in accordance with Section 5.2 of the Pledge Agreement. We also hereby confirm
that no Tax Event Redemption has occurred.

                                      A-1
<PAGE>

                             BNY MIDWEST TRUST COMPANY,
Date: _____________          as Purchase Contract Agent and as attorney-in-fact
                             of the Holders from time to time of the Securities


                             By:_________________________________
                                Name:
                                Title:

                                      A-2
<PAGE>

Please print name and address of Holder electing to substitute Treasury
Securities or security entitlements thereto for the [Pledged Preferred
Securities] [Pledged Subordinated Deferrable Notes]:


_____________________________           ________________________________________
            Name                        Social Security or other
                                        Taxpayer Identification Number,
                                        if any


_____________________________
          Address


_____________________________

_____________________________

                                      A-3
<PAGE>

                                                                       EXHIBIT B

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

Wells Fargo Bank Minnesota, N.A.,
as Securities Intermediary
Corporate Trust Services
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479
Attention: CMG - Heller Financial
Telecopy: (612) 667-2160

     Re:  MEDS Units of Heller Financial, Inc. (the "Company") and HFI Trust I

          The securities account of Wells Fargo Bank Minnesota, N.A., as
          Collateral Agent, maintained by the Securities Intermediary and
          designated "Wells Fargo Bank Minnesota, N.A., as Collateral Agent of
          Heller Financial, Inc., as pledgee of BNY Midwest Trust Company, as
          the Purchase Contract Agent on behalf of and as attorney-in-fact for
          the Holders" (the "Collateral Account")

     Please refer to the Pledge Agreement, dated as of _________, 2001 (the
"Pledge Agreement"), among the Company, you, as Securities Intermediary, BNY
Midwest Trust Company, as Purchase Contract Agent and as attorney-in-fact for
the holders of MEDS Units from time to time, and the undersigned, as Collateral
Agent. Capitalized terms used herein but not defined shall have the meanings set
forth in the Pledge Agreement.

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

                                      Wells Fargo Bank Minnesota, N.A.,
                                      as Collateral Agent

Dated: _________

                                      B-1
<PAGE>

                                      By:________________________________
                                         Name:
                                         Title:

                                      B-2
<PAGE>

Please print name and address of Holder:

_____________________________                ___________________________________
            Name                             Social Security or other
                                             Taxpayer Identification Number,
                                             if any


_____________________________
          Address

_____________________________

_____________________________

                                      B-3
<PAGE>

                                                                       EXHIBIT C

                                  INSTRUCTION
                         FROM PURCHASE CONTRACT AGENT
                              TO COLLATERAL AGENT
                       (Reestablishment of MEDS Units )

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479
Attention: CMG - Heller Financial
Telecopy: (612) 667-2160

     Re:  _____________ MEDS Units of Heller Financial, Inc. (the "Company")
          and HFI Trust I

     Please refer to the Pledge Agreement dated as of _______, 2001 (the "Pledge
Agreement"), among the Company, you, as Collateral Agent, Wells Fargo Bank
Minnesota, N.A., as Securities Intermediary, and the undersigned, as Purchase
Contract Agent and as attorney-in-fact for the holders of MEDS Units from time
to time. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.

     We hereby notify you in accordance with Section 5.3(a) of the Pledge
Agreement that the holder of securities listed below (the "Holder") has elected
to substitute [$_________ Value of [Preferred Securities or security
entitlements thereto] [Subordinated Deferrable Notes or security entitlements
thereto]] in exchange for $__________ Value of Pledged Treasury Securities and
has delivered to the undersigned a notice stating that the holder has
Transferred such [Preferred Securities or security entitlements thereto]
[Subordinated Deferrable Notes or security entitlements thereto] to the
Securities Intermediary, for credit to the Collateral Account.

     We hereby request that you instruct the Securities Intermediary, upon
confirmation that such [Preferred Securities or security entitlements thereto]
[Subordinated Deferrable Notes or security entitlements thereto] have been
credited to the Collateral Account, to release to the undersigned $__________
Value of Treasury Securities or security entitlements thereto related to _____
MEDS Units of such Holder in accordance with Section 5.3(a) of the Pledge
Agreement. We also hereby confirm that no Tax Event Redemption has occurred.

                                       BNY MIDWEST TRUST COMPANY,
                                       as Purchase Contract Agent

Date: ____________________________     By:_______________________________

                                    C-1
<PAGE>

                                          Name:
                                          Title:

                                      C-2
<PAGE>

Please print name and address of Holder electing to substitute [Preferred
Securities or security entitlements thereto] [Pledged Subordinated Deferrable
Notes or security entitlements thereto] for Pledged Treasury Securities:


_____________________________            _______________________________________
           Name                          Social Security or other
                                         Taxpayer Identification Number,
                                         if any


_____________________________
          Address

_____________________________

_____________________________

                                      C-3
<PAGE>

                                                                       EXHIBIT D

                                  INSTRUCTION
                             FROM COLLATERAL AGENT
                          TO SECURITIES INTERMEDIARY
                        (Reestablishment of MEDS Units)

Wells Fargo Bank Minnesota, N.A.,
as Securities Intermediary
Corporate Trust Services
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479
Attention: CMG - Heller Financial
Telecopy: (612) 667-2160

     Re:  _______________ MEDS Units of Heller Financial, Inc.
          (the "Company") and HFI Trust I

          The securities account of Wells Fargo Bank Minnesota, N.A., as
          Collateral Agent, maintained by the Securities Intermediary and
          designated "Wells Fargo Bank Minnesota, N.A., as Collateral Agent of
          Heller Financial, Inc., as pledgee of BNY Midwest Trust Company, as
          the Purchase Contract Agent on behalf of and as attorney-in-fact for
          the Holders" (the "Collateral Account")

     Please refer to the Pledge Agreement dated as of _______, 2001 (the "Pledge
Agreement"), among the Company, you, as Securities Intermediary, BNY Midwest
Trust Company, as Purchase Contract Agent and as attorney-in-fact for the
holders of MEDS Units from time to time, and the undersigned, as Collateral
Agent. Capitalized terms used herein but no defined shall have the meaning set
forth in the Pledge Agreement.

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

                                      Wells Fargo Bank Minnesota, N.A.,
                                      as Collateral Agent


Dated: _______________________        By:______________________________
                                         Name:

                                      D-1
<PAGE>

                                         Title:

                                      D-2
<PAGE>

_____________________________            _______________________________________
            Name                         Social Security or other
                                         Taxpayer Identification Number, if any


_____________________________
          Address

_____________________________

_____________________________

                                      D-3
<PAGE>

                                                                       EXHIBIT E

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

BNY Midwest Trust Company
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Department
Telecopy: (312) 827-8542

     Re:  _______________ MEDS Units of Heller Financial, Inc.
          (the "Company") and HFI Trust I

     Please refer to the Pledge Agreement dated as of ______, 2001 (the "Pledge
Agreement"), by and among you, the Company, Wells Fargo Bank Minnesota, N.A., as
Collateral Agent and the undersigned, as Securities Intermediary. Unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein.

     In accordance with Section 5.5(d) of the Pledge Agreement, we hereby notify
you that as of 11:00 a.m. (New York City time) on the fifth Business Day
immediately preceding _______ 2004, we have received (i) $ _______________ in
immediately available funds paid in an aggregate amount equal to the Purchase
Price to the Company on the Purchase Contract Settlement Date with respect to
________________ MEDS Units and (ii) $ ___________ in immediately available
funds paid in an aggregate amount equal to the Purchase Price to the Company on
the Purchase Contract Settlement Date with respect to ______ Treasury MEDS
Units.

                                         Wells Fargo Bank Minnesota, N.A.,
                                         as Securities Intermediary,


Date:__________________________          By:________________________________
                                            Name:
                                            Title: