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                                                                  Exhibit 4.10

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                            HELLER FINANCIAL, INC.


                                      and

                          BNY MIDWEST TRUST COMPANY,

                          as Purchase Contract Agent

                     FORM OF PURCHASE CONTRACT AGREEMENT


                          Dated as of _________, 2001


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                               TABLE OF CONTENTS

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ARTICLE 1
       Definitions and Other Provisions of General Applications
       Section 1.01.  Definitions.................................................................................       1
       Section 1.03.  Form of Documents Delivered to Purchase Contract Agent......................................      11
       Section 1.04.  Acts of Holders; Record Dates...............................................................      12
       Section 1.05.  Notices.....................................................................................      13
       Section 1.06.  Notice to Holders; Waiver...................................................................      14
       Section 1.07.  Effect of Headings and Table of Contents....................................................      15
       Section 1.08.  Successors and Assigns......................................................................      15
       Section 1.09.  Separability Clause.........................................................................      15
       Section 1.10.  Benefits of Agreement.......................................................................      15
       Section 1.11.  Governing Law...............................................................................      15
       Section 1.12.  Legal Holidays..............................................................................      15
       Section 1.13.  Counterparts................................................................................      16
       Section 1.14.  Inspection of Agreement.....................................................................      16
       Section 1.15.  Appointment of Financial Institution as Agent for the Company...............................      16

ARTICLE 2
       Certificate Forms
       Section 2.01.  Forms of Certificates Generally.............................................................      16
       Section 2.02.  Form of Purchase Contract Agent's Certificate of Authentication.............................      17

ARTICLE 3
       The Securities
       Section 3.01.  Amount; Form and Denominations..............................................................      18
       Section 3.02.  Rights and Obligations Evidenced by the Certificates........................................      18
       Section 3.03.  Execution, Authentication, Delivery and Dating..............................................      19
       Section 3.04.  Temporary Certificates......................................................................      19
       Section 3.05.  Registration; Registration of Transfer and Exchange.........................................      20
       Section 3.06.  Book-Entry Interests........................................................................      21
       Section 3.07.  Notices to Holders..........................................................................      22
       Section 3.08.  Appointment of Successor Depositary.........................................................      22
       Section 3.09.  Definitive Certificates.....................................................................      22
       Section 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates..........................................      23
       Section 3.11.  Persons Deemed Owners.......................................................................      24
       Section 3.12.  Cancellation................................................................................      25
       Section 3.13.  Creation of Treasury MEDS Units by Substitution of Treasury Securities......................      25
       Section 3.14.  Reestablishment of MEDS Units...............................................................      27
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       Section 3.15.  Transfer of Collateral upon Occurrence of Termination Event................................       28
       Section 3.16.  No Consent to Assumption...................................................................       29

ARTICLE 4
       The Preferred Securities, Subordinated Deferrable Notes and Applicable Ownership Interest of the Treasury
       Portfolio
       Section 4.01.  Interest Payments; Rights to Interest Payments Preserved...................................       29
       Section 4.02.  Notice and Voting..........................................................................       30
       Section 4.03.  Distribution of Subordinated Deferrable Notes; Tax Event Redemption........................       31

ARTICLE 5
       The Purchase Contracts
       Section 5.01.  Purchase of Shares Of Common Stock.........................................................       32
       Section 5.02.  Payment of Purchase Price..................................................................       35
       Section 5.03.  Issuance of Shares of Common Stock.........................................................       39
       Section 5.04.  Adjustment of Settlement Rate..............................................................       40
       Section 5.05.  Notice of Adjustments and Certain Other Events.............................................       47
       Section 5.06.  Termination Event; Notice..................................................................       47
       Section 5.07.  Intentionally Omitted......................................................................       48
       Section 5.08.  Intentionally Omitted......................................................................       48
       Section 5.09.  No Fractional Shares.......................................................................       48
       Section 5.10.  Charges and Taxes..........................................................................       48

ARTICLE 6
       Remedies
       Section 6.01.  Unconditional Right of Holders to Purchase Shares of Common Stock..........................       49
       Section 6.02.  Restoration of Rights and Remedies.........................................................       49
       Section 6.03.  Rights and Remedies Cumulative.............................................................       49
       Section 6.04.  Delay or Omission Not Waiver...............................................................       49
       Section 6.05.  Undertaking for Costs......................................................................       49
       Section 6.06.  Waiver of Stay or Extension Laws...........................................................       50

ARTICLE 7
       The Purchase Contract Agent
       Section 7.01.  Certain Duties and Responsibilities........................................................       50
       Section 7.02.  Notice of Default..........................................................................       51
       Section 7.03.  Certain Rights of Purchase Contract Agent..................................................       51
       Section 7.04.  Not Responsible for Recitals or Issuance of Securities.....................................       53
       Section 7.05.  May Hold Securities........................................................................       53
       Section 7.06.  Money Held in Custody......................................................................       53
       Section 7.07.  Compensation and Reimbursement.............................................................       54
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       Section 7.08.  Corporate Purchase Contract Agent Required;   Eligibility..................................       54
       Section 7.09.  Resignation and Removal; Appointment of Successor..........................................       55
       Section 7.10.  Acceptance of Appointment by Successor.....................................................       56
       Section 7.11.  Merger, Conversion, Consolidation or Succession to Business................................       56
       Section 7.12.  Preservation of Information; Communications to Holders.....................................       57
       Section 7.13.  No Obligations of Purchase Contract Agent..................................................       57
       Section 7.14.  Tax Compliance.............................................................................       58

ARTICLE 8
       Supplemental Agreements
       Section 8.01.  Supplemental Agreements Without Consent of Holders.........................................       58
       Section 8.02.  Supplemental Agreements with Consent of Holders............................................       59
       Section 8.03.  Execution of Supplemental Agreements.......................................................       60
       Section 8.04.  Effect of Supplemental Agreements..........................................................       60
       Section 8.05.  Reference to Supplemental Agreements.......................................................       60

ARTICLE 9
       Consolidation, Merger, Conveyance, Transfer or Lease
       Section 9.01.  Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain
                      Conditions.................................................................................       61
       Section 9.02.  Rights and Duties of Successor Corporation.................................................       61
       Section 9.03.  Officers' Certificate and Opinion of Counsel Given to Purchase Contract Agent..............       62

ARTICLE 10
       Covenants
       Section 10.01. Performance under Purchase Contracts.......................................................       62
       Section 10.02. Maintenance of Office or Agency............................................................       62
       Section 10.03. Company to Reserve Common Stock............................................................       63
       Section 10.04. Covenants as to Common Stock...............................................................       63
       Section 10.05. Statements of Officers of the Company as to Default........................................       63
       Section 10.06. ERISA......................................................................................       63
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                                      iii
<PAGE>

         PURCHASE CONTRACT AGREEMENT, dated as of ______________, 2001, between
HELLER FINANCIAL, INC., a Delaware corporation (the "Company"), and BNY MIDWEST
TRUST COMPANY, an Illinois banking corporation, acting as purchase contract
agent for the Holders of Securities (as defined herein) from time to time (the
"Purchase Contract Agent").

                                   RECITALS

         The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Securities.

         All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Purchase Contract Agent, as provided in this
Agreement, the valid obligations of the Company, and to constitute these
presents a valid agreement of the Company, in accordance with its terms, have
been done. For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed as follows:

                                   ARTICLE 1
           Definitions and Other Provisions of General Applications

         Section 1.01.  Definitions.

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

         (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular, and nouns
and pronouns of the masculine gender include the feminine and neuter genders;

         (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States;

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

         (d) the following terms have the meanings given to them in the
Declaration: (i) Applicable Ownership Interest; (ii) Applicable Principal
Amount; (iii) Guarantee; (iv) Primary Treasury Dealer; (v) Pro Rata, (vi)
Quotation Agent; (vii) Redemption Amount; (viii) Redemption Price; (ix)
Remarketing, (x) Reset Rate, (xi) Tax Event Redemption, (xii) Tax
<PAGE>

Event Redemption Date; (xiii) Two-Year Benchmark Treasury Rate; and (xiv)
Treasury Portfolio; and

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

         "Act" has the meaning, with respect to any Holder, set forth in Section
1.04.

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

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

         "Applicable Market Value" has the meaning set forth in Section 5.01.

         "Applicants" has the meaning set forth in Section 7.12(b).

         "Bankruptcy Code" means title 11 of the United States Code, or any
other law of the United States that from time to time provides a uniform system
of bankruptcy laws.

         "Beneficial Owner" means, with respect to a Book-Entry Interest, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Depositary or on the books of a Person maintaining an account
with such Depositary (directly as a Depositary Participant or as an indirect
participant, in each case in accordance with the rules of such Depositary).

         "Board of Directors" means the board of directors of the Company or a
duly authorized committee of that board.

         "Board Resolution" means one or more resolutions of the Board of
Directors, a copy of which has been certified by the Secretary or an Assistant
Secretary of the Company, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification and
delivered to the Purchase Contract Agent.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, registered in the name of a Depositary or a nominee thereof,
ownership and transfers of which shall be maintained and made through book
entries by such Depositary as described in Section 3.06.

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         "Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in New York City, New York, Chicago, Illinois or
Pittsburgh, Pennsylvania are authorized or required by law or executive order to
remain closed or a day on which the Indenture Trustee or the Property Trustee is
closed for business; provided that for purposes of the second paragraph of
Section 1.12 only, the term "Business Day" shall also be deemed to exclude any
day on which trading on the New York Stock Exchange, Inc. is closed or
suspended.

         "Cash Settlement" has the meaning set forth in Section 5.02(a)(i).

         "Certificate" means a MEDS Units Certificate or a Treasury MEDS Units
Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as a
depositary for the Securities and in whose name, or in the name of a nominee of
that organization, shall be registered a Global Certificate and which shall
undertake to effect book-entry transfers and pledges of the Securities.

         "Closing Price" has the meaning set forth in Section 5.01.

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

         "Collateral" has the meaning set forth in Section 1(f) of the Pledge
Agreement.

         "Collateral Account" has the meaning set forth in Section 1(f) of the
Pledge Agreement.

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

         "Collateral Substitution" has the meaning set forth in Section 3.13.

         "Common Stock" means the Heller Financial, Inc., Class A common stock,
par value $0.25 per  share.

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

         "Constituent Person" has the meaning set forth in Section 5.04(b).

         "Corporate Trust Office" means the principal corporate trust office of
the Purchase Contract Agent at which, at any particular time, its corporate
trust business shall be

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administered, which office at the date hereof is located at 2 North LaSalle,
Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust Department.

         "Coupon Rate" means the percentage rate per annum at which each
Subordinated Deferrable Note will bear interest initially and, on and after
__________, 2004, the Reset Rate.

         "Current Market Price" has the meaning set forth in Section 5.04(a)(8).

         "Declaration" means the Amended and Restated Declaration of Trust of
HFI Trust I, dated as of __________, 2001, among the Company as sponsor, the
trustees named therein and the holders from time to time of individual
beneficial interests in the assets of the Trust.

         "Depositary" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Securities as contemplated by
Sections 3.06, 3.07, 3.08 and 3.09.

         "Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

         "DTC" means The Depository Trust Company.

         "Early Settlement Week" has the meaning set forth in Section
5.04(b)(2).

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any statute successor thereto, in each case as amended from time to time,
and the rules and regulations promulgated thereunder.

         "Expiration Date" has the meaning set forth in Section 1.04(e).

         "Expiration Time" has the meaning set forth in Section 5.04(a)(6).

         "Failed Remarketing" has the meaning set forth in Section 5.02(b).

         "Global Certificate" means a Certificate that evidences all or part of
the Securities and is registered in the name of a Clearing Agency or a nominee
thereof.

         "Holder" means, with respect to a Security, the Person in whose name
the Security evidenced by a Certificate is registered in the Security Register;
provided, however, that in determining whether the Holders of the requisite
number of Securities have voted on any matter, then for the purpose of such
determination only (and not for any other purpose hereunder), if the

                                       4
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Security remains in the form of one or more Global Certificates and if the
Depositary which is the registered holder of such Global Certificate has sent an
omnibus proxy assigning voting rights to the Depositary Participants to whose
accounts the Securities are credited on the record date, the term "Holder" shall
mean such Depositary Participant acting at the direction of the Beneficial
Owners.

         "Indenture" means the Indenture, dated as of September 1, 1995, between
the Company and the Indenture Trustee (including any provisions of the TIA that
are deemed incorporated therein), as supplemented by the First Supplemental
Indenture dated as of October 13, 1995, and as further supplemented by the
Second Supplemental Indenture dated as of ____________, 2001, pursuant to which
the Subordinated Deferrable Notes will be issued.

         "Indenture Trustee" means State Street Bank and Trust Company, a
Connecticut banking corporation, as trustee under the Indenture, or any
successor thereto.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by its Chairman of the Board, its President or
one of its Vice Presidents, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Purchase Contract
Agent.

         "MEDS Unit" means the collective rights and obligations of a Holder of
a MEDS Units Certificate in respect of a Preferred Security, the Subordinated
Deferrable Notes or an appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, subject in each case to the Pledge thereof, and
the related Purchase Contract; provided that the appropriate Applicable
Ownership Interest (as specified in clause (B) of the definition of such term)
of the Treasury Portfolio shall not be subject to the Pledge.

         "MEDS Units Certificate" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of MEDS Units specified on such
certificate.

         "non-electing share" has the meaning set forth in Section 5.04(b).

         "NYSE" has the meaning set forth in Section 5.01.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, its President or one of its Vice Presidents, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Purchase Contract Agent. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Agreement shall include:

               (i)   a statement that each officer signing the Officers'
         Certificate has read the covenant or condition and the definitions
         relating thereto;

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               (ii)  a brief statement of the nature and scope of the
         examination or investigation undertaken by each officer in rendering
         the Officers' Certificate;

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

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

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Purchase Contract Agent. An opinion of
counsel may rely on certificates as to matters of fact.

         "Outstanding Securities" means, with respect to any Security and as of
the date of determination, all Securities evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:

               (i)   If a Termination Event has occurred, (i) Treasury MEDS
         Units and (ii) MEDS Units for which the underlying Subordinated
         Deferrable Notes have been theretofore deposited with the Purchase
         Contract Agent in trust for the Holders of such MEDS Units;

               (ii)  Securities evidenced by Certificates theretofore cancelled
         by the Purchase Contract Agent or delivered to the Purchase Contract
         Agent for cancellation or deemed cancelled pursuant to the provisions
         of this Agreement; and

               (iii) Securities evidenced by Certificates in exchange for or in
         lieu of which other Certificates have been authenticated, executed on
         behalf of the Holder and delivered pursuant to this Agreement, other
         than any such Certificate in respect of which there shall have been
         presented to the Purchase Contract Agent proof satisfactory to it that
         such Certificate is held by a bona fide purchaser in whose hands the
         Securities evidenced by such Certificate are valid obligations of the
         Company;

provided, however, that in determining whether the Holders of the requisite
number of the Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding Securities, except that, in determining whether the Purchase
Contract Agent shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that a
Responsible Officer of the Purchase Contract Agent actually knows to be so owned
shall be so disregarded. Securities

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<PAGE>

so owned that have been pledged in good faith may be regarded as Outstanding
Securities if the pledgee establishes to the satisfaction of the Purchase
Contract Agent the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any Affiliate of the Company.

         "Payment Date" means each ___________, ___________, ___________ and
___________, commencing ___________, 2001.

         "Permitted Investments" has the meaning set forth in Section 1(f) of
the Pledge Agreement.

         "Person" means a 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 or any other entity of whatever nature.

         "Plan" means an employee benefit plan that is subject to ERISA, a plan
or individual retirement account that is subject to Section 4975 of the Code or
any entity whose assets are considered assets of any such plan.

         "Pledge" means the pledge under the Pledge Agreement of the Preferred
Securities, the Subordinated Deferrable Notes, the Treasury Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, in each case constituting a
part of the Securities.

         "Pledge Agreement" means the Pledge Agreement, dated as of __________,
2001, among the Company, the Collateral Agent, the Securities Intermediary and
the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the
Holders from time to time of the Securities.

         "Pledged Subordinated Deferrable Notes" has the meaning set forth in
Section 1(f) of the Pledge Agreement.

         "Pledged Preferred Securities" has the meaning set forth in Section
1(f) of the Pledge Agreement.

         "Predecessor Certificate" means a Predecessor MEDS Units Certificate or
a Predecessor Treasury MEDS Units Certificate.

         "Predecessor MEDS Units Certificate" of any particular MEDS Units
Certificate means every previous MEDS Units Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under the
MEDS Units evidenced thereby; and, for the purposes of this definition, any MEDS
Units Certificate authenticated and delivered under

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<PAGE>

Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen MEDS Units Certificate shall be deemed to evidence the same rights and
obligations of the Company and the Holder as the mutilated, destroyed, lost or
stolen MEDS Units Certificate.

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

         "Preferred Securities" means the Preferred Securities of the Trust,
each having a stated liquidation amount of $25, representing preferred undivided
beneficial interests in the assets of the Trust.

         "Proceeds" has the meaning set forth in Section 1(f) of the Pledge
Agreement.

         "Property Trustee" means BNY Midwest Trust Company, as initial property
trustee under the Declaration, or any successors thereto that is a financial
institution unaffiliated with the Company.

         "Purchase Contract" means, with respect to any Security, the contract
forming a part of such Security and obligating the Company to sell, and the
Holder of such Security to purchase, shares of Common Stock on the terms and
subject to the conditions set forth in Article Five hereof.

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

         "Purchase Contract Settlement Date" means __________, 2004.

         "Purchase Contract Settlement Fund" has the meaning set forth in
Section 5.03.

         "Purchase Price" has the meaning set forth in Section 5.01.

         "Purchased Shares" has the meaning set forth in Section 5.04(a)(6).

         "Record Date" for the interest payable on any Payment Date means, as to
any Global Certificate, the Business Day next preceding such Payment Date, and
as to any other Certificate,

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the fifteenth Business Day prior to such Payment Date.

         "Reference Dealer" means a dealer engaged in trading of convertible
securities.

         "Reference Price" has the meaning set forth in Section 5.01.

         "Remarketing Agent" has the meaning set forth in Section 5.02(b).

         "Remarketing Agreement" means the Remarketing Agreement, dated as of
__________, 2001, between the Company and the Remarketing Agent.

         "Reorganization Event" has the meaning set forth in Section 5.04(b).

         "Responsible Officer" means, with respect to the Purchase Contract
Agent, any officer of the Purchase Contract Agent assigned by the Purchase
Contract Agent to administer this Purchase Contract Agreement.

         "Securities Intermediary" means Wells Fargo Bank Minnesota, N.A., as
Securities Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such pursuant to the applicable provisions of the
Pledge Agreement, and thereafter "Securities Intermediary" shall mean such
successor.

         "Security" means a MEDS Unit or a Treasury MEDS Unit, as the case may
be.

         "Security Register" and "Securities Registrar" have the respective
meanings set forth in Section 3.05.

         "Settlement Rate" has the meaning set forth in Section 5.01.

         "Subordinated Deferrable Notes" means the series of Subordinated
Deferrable Notes issued by the Company under the Indenture and held by the
Property Trustee.

         "Stated Amount" means $25.

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

         "Termination Event" means the occurrence of any of the following
events:

               (i)   at any time on or prior to the Purchase Contract Settlement
         Date, a judgment, decree or court order shall have been entered
         granting relief under the Bankruptcy Code, adjudicating the Company to
         be insolvent, or approving as properly filed a petition seeking
         reorganization or liquidation of the Company or any other similar
         applicable Federal or State law, and, unless such judgment, decree or
         order shall have

                                       9
<PAGE>

         been entered within 60 days prior to the Purchase Contract Settlement
         Date, such decree or order shall have continued undischarged and
         unstayed for a period of 60 days;

               (ii)  a judgment, decree or court order for the appointment of a
         receiver or liquidator or trustee or assignee in bankruptcy or
         insolvency of the Company or of its property, or for the termination or
         liquidation of its affairs, shall have been entered, and, unless such
         judgment, decree or order shall have been entered within 60 days prior
         to the Purchase Contract Settlement Date, such judgment, decree or
         order shall have continued undischarged and unstayed for a period of 60
         days; or

               (iii) at any time on or prior to the Purchase Contract Settlement
         Date, the Company shall file a petition for relief under the Bankruptcy
         Code, or shall consent to the filing of a bankruptcy proceeding against
         it, or shall file a petition or answer or consent seeking
         reorganization or liquidation under the Bankruptcy Code or any other
         similar applicable Federal or State law, or shall consent to the filing
         of any such petition, or shall consent to the appointment of a receiver
         or liquidator or trustee or assignee in bankruptcy or insolvency of it
         or of its property, or shall make an assignment for the benefit of
         creditors, or shall admit in writing its inability to pay its debts
         generally as they become due.

         "Threshold Appreciation Price" has the meaning set forth in Section
5.01.

         "TIA" means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.

         "Trading Day" has the meaning set forth in Section 5.01.

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

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

         "Treasury Securities" means zero-coupon U.S. Treasury Securities (CUSIP
No. ____________) which mature on __________, 2004.

         "Trust" means HFI Trust I, a statutory business formed under the laws
of the State of Delaware, or any successor thereto by merger or consolidation.

                                       10
<PAGE>

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
____________, 2001, between the Company, HFI Trust I and the Underwriters
identified in Schedule 1 thereto.

         "Vice President" means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president."

         Section 1.02.  Compliance Certificates and Opinions.

         Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Purchase Contract Agent to take any
action in accordance with any provision of this Agreement, the Company shall
furnish to the Purchase Contract Agent an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and, if requested by the Purchase
Contract Agent, an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

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

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

         Section 1.03.  Form of Documents Delivered to Purchase Contract Agent.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only

                                       11
<PAGE>

one document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents. Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

         Section 1.04.  Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Purchase Contract Agent and, where it is hereby expressly required, to
the Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and (subject to Section 7.01) conclusive in favor of
the Purchase Contract Agent and the Company, if made in the manner provided in
this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Purchase Contract
Agent deems sufficient.

         (c) The ownership of Securities shall be proved by the Security
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Certificate evidencing such
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Purchase Contract Agent or the Company in reliance thereon,
whether or not notation of such action is made upon such Certificate.

                                       12
<PAGE>

         (e) The Company may set any date as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding MEDS Units and the Outstanding Treasury MEDS Units,
as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the MEDS Units or the Treasury MEDS
Units, as the case may be, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken prior to or on the applicable Expiration Date by Holders of the requisite
number of Outstanding Securities on such record date. Nothing contained in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and be of no effect), and nothing
contained in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite number of Outstanding Securities on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Purchase Contract Agent in writing and to each Holder of Securities
in the manner set forth in Section 1.06.

         With respect to any record date set pursuant to this Section, the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Purchase Contract Agent in writing, and to each Holder of
Securities in the manner set forth in Section 1.06, prior to or on the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

         Section 1.05.  Notices.

         Any notice or communication is duly given if in writing and delivered
in Person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; provided that notice
shall be deemed given to the Purchase Contract Agent only upon receipt thereof:

                                       13
<PAGE>

         If to the Purchase Contract Agent:

                  BNY Midwest Trust Company
                  2 North LaSalle, Suite 1020
                  Chicago, Illinois 60602
                  Telecopier No.: (312) 827-8542
                  Attention: Corporate Trust Department

         If to the Company:
                  Heller Financial, Inc.
                  500 West Monroe Street
                  Chicago, Illinois 60661
                  Telecopier No.: (312) 441-7586
                  Attention: Treasurer

         with a copy to:

                  Telecopier No.: (312) 441-7456
                  Attention: General Counsel

         If to the Collateral Agent:
                  Wells Fargo Bank Minnesota, N.A.
                  Corporate Trust Services
                  Sixth & Marquette
                  MAC N9303-110
                  Minneapolis, Minnesota 55479
                  Telecopier No.: (612) 667-2160
                  Attention: CMG-Heller Financial

         If to the Property Trustee:
                  BNY Midwest Trust Company
                  2 North LaSalle, Suite 1020
                  Chicago, Illinois 60602
                  Telecopier No.: (312) 827-8542
                  Attention: Corporate Trust Department

                                       14
<PAGE>

         If to the Indenture Trustee:
                  State Street Bank and Trust Company
                  225 Asylum Street
                  29/th/ Floor
                  Goodwin Square
                  Hartford, Connecticut 06103
                  Telecopier No.: (617) ___-____
                  Attention: Corporate Trust Trustee Administration

         Section 1.06.  Notice to Holders; Waiver.

         Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Purchase Contract Agent, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Purchase
Contract Agent shall constitute a sufficient notification for every purpose
hereunder.

         Section 1.07.  Effect of Headings and Table of Contents.

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

         Section 1.08.  Successors and Assigns.

         All covenants and agreements in this Agreement by the Company and the
Purchase Contract Agent shall bind their respective successors and assigns,
whether so expressed or not.

         Section 1.09.  Separability Clause.

         In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and

                                       15
<PAGE>

thereof shall not in any way be affected or impaired thereby.

         Section 1.10.  Benefits of Agreement.

         Nothing contained in this Agreement or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the terms and conditions hereof and of the Securities
evidenced by their Certificates by their acceptance of delivery of such
Certificates.

         Section 1.11.  Governing Law.

         This Agreement and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York.

         Section 1.12.  Legal Holidays.

         In any case where any Payment Date or Purchase Contract Settlement Date
shall not be a Business Day (notwithstanding any other provision of this
Agreement or the Securities) Purchase Contracts shall not be performed on such
date, but Purchase Contracts shall be performed on the next succeeding Business
Day with the same force and effect as if made on such Payment Date or Purchase
Contract Settlement Date, as applicable, provided that no interest shall accrue
or be payable by the Company or to any Holder for the period from and after any
such Purchase Contract Settlement Date, except that, if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day with the same force and effect as if
made on such Purchase Contract Settlement Date.

         Section 1.13.  Counterparts.

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

         Section 1.14.  Inspection of Agreement.

         A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by any
Holder or Beneficial Owner.

         Section 1.15.  Appointment of Financial Institution as Agent for the
Company.

         The Company may appoint a financial institution (which may be the
Collateral Agent) to

                                       16
<PAGE>

act as its agent in performing its obligations and in accepting and enforcing
performance of the obligations of the Purchase Contract Agent and the Holders,
under this Agreement and the Purchase Contracts, by giving notice of such
appointment in the manner provided in Section 1.05 hereof. Any such appointment
shall not relieve the Company in any way from its obligations hereunder.

                                   ARTICLE 2
                               Certificate Forms

         Section 2.01.  Forms of Certificates Generally.

         The Certificates (including the form of Purchase Contract forming part
of each Security evidenced thereby) shall be in substantially the form set forth
in Exhibit A hereto (in the case of Certificates evidencing MEDS Units) or
Exhibit B hereto (in the case of Certificates evidencing Treasury MEDS Units),
with such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Securities are
listed or any depositary therefor, or as may, consistently herewith, be
determined by the officers of the Company executing such Certificates, as
evidenced by their execution of the Certificates.

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

         Every Global Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

         "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
         PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
         IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
         (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
         EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER
         THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS
         CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY
         THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
         BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

                                       17
<PAGE>

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
         ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH
         OTHER NAME AS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
         HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

         Section 2.02.  Form of Purchase Contract Agent's Certificate of
Authentication.

         The form of the Purchase Contract Agent's certificate of authentication
of the Securities shall be in substantially the form set forth on the form of
the applicable Certificates.

                                   ARTICLE 3
                                The Securities

         Section 3.01.  Amount; Form and Denominations.

         The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to [6,100,000] (subject to increase up to a maximum of [900,000] to the
extent the over-allotment option granted to the Underwriters in the Underwriting
Agreement is exercised), except for Certificates authenticated, executed and
delivered upon registration of transfer of, in exchange for, or in lieu of,
other Certificates pursuant to Sections 3.04, 3.05, 3.10, 3.13, 3.14, 5.07 or
8.05.

         The Certificates shall be issuable only in registered form and only in
denominations of a single MEDS Unit or Treasury MEDS Unit and any integral
multiple thereof.

         Section 3.02.  Rights and Obligations Evidenced by the Certificates.

         Each MEDS Units Certificate shall evidence the number of MEDS Units
specified therein, with each such MEDS Unit representing (1) the ownership by
the Holder thereof of a beneficial interest in a Preferred Security, a
Subordinated Deferrable Note or the Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred
Security, such Subordinated Deferrable Note or the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement,
and (2) the rights and obligations of the Holder thereof and the Company under
one Purchase Contract. The Purchase Contract Agent, as

                                       18
<PAGE>

attorney-in-fact for, and on behalf of, the Holder of each MEDS Unit shall
pledge, pursuant to the Pledge Agreement, the Preferred Security, the
Subordinated Deferrable Note or the Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, forming a part of such MEDS Unit, to the Collateral Agent and grant
to the Collateral Agent a security interest in the right, title and interest of
such Holder in such Preferred Security, such Subordinated Deferrable Note or the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, for the benefit of the
Company, to secure the obligation of the Holder under each Purchase Contract to
purchase shares of Common Stock.

         Upon the formation of a Treasury MEDS Unit pursuant to Section 3.13,
each Treasury MEDS Units Certificate shall evidence the number of Treasury MEDS
Units specified therein, with each such Treasury MEDS Unit representing (1) the
ownership by the Holder thereof of a 1/40 undivided beneficial interest in a
Treasury Security with a principal amount equal to $1,000, subject to the Pledge
of such Treasury Security by such Holder pursuant to the Pledge Agreement, and
(2) the rights and obligations of the Holder thereof and the Company under one
Purchase Contract.

         Prior to the purchase of shares of Common Stock under each Purchase
Contract, such Purchase Contracts shall not entitle the Holder of a Security to
any of the rights of a holder of shares of Common Stock, including, without
limitation, the right to vote or receive any dividends or other payments or to
consent or to receive notice as a shareholder in respect of the meetings of
shareholders or for the election of directors of the Company or for any other
matter, or any other rights whatsoever as a shareholder of the Company.

         Section 3.03.  Execution, Authentication, Delivery and Dating.

         Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Certificates executed by the Company to the
Purchase Contract Agent for authentication, execution on behalf of the Holders
and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

         The Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Certificates may be manual or
facsimile.

         Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates.

                                       19
<PAGE>

         No Purchase Contract evidenced by a Certificate shall be valid until
such Certificate has been executed on behalf of the Holder by the manual
signature of an authorized signatory of the Purchase Contract Agent, as such
Holder's attorney-in-fact. Such signature by an authorized signatory of the
Purchase Contract Agent shall be conclusive evidence that the Holder of such
Certificate has entered into the Purchase Contracts evidenced by such
Certificate.

         Each Certificate shall be dated the date of its authentication.

         No Certificate shall be entitled to any benefit under this Agreement or
be valid or obligatory for any purpose unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by an authorized signatory of the Purchase Contract Agent by manual
signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

         Section 3.04.  Temporary Certificates.

         Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu
of such definitive Certificates, temporary Certificates which are in
substantially the form set forth in Exhibit A or Exhibit B hereto, as the case
may be, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the
MEDS Units or Treasury MEDS Units, as the case may be, are listed, or as may,
consistently herewith, be determined by the officers of the Company executing
such Certificates, as evidenced by their execution of the Certificates.

         If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like number of
Securities as the temporary Certificate or Certificates so surrendered. Until so
exchanged, the temporary Certificates shall in all respects evidence the same
benefits and the same obligations with respect to the Securities, evidenced
thereby as definitive Certificates.

         Section 3.05.  Registration; Registration of Transfer and Exchange.

         The Purchase Contract Agent shall keep at the Corporate Trust Office a
register (the

                                       20
<PAGE>

"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Purchase Contract Agent shall provide for the registration of
Certificates and of transfers of Certificates (the Purchase Contract Agent, in
such capacity, the "Security Registrar"). The Security Registrar shall record
separately the registration and transfer of the Certificates evidencing MEDS
Units and Treasury MEDS Units.

         Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the designated transferee or transferees, and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of any
authorized denominations, like tenor, and evidencing a like number of MEDS Units
or Treasury MEDS Units, as the case may be.

         At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
MEDS Units or Treasury MEDS Units, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver the Certificates
which the Holder making the exchange is entitled to receive.

         All Certificates issued upon any registration of transfer or exchange
of a Certificate shall evidence the ownership of the same number of MEDS Units
or Treasury MEDS Units, as the case may be, and be entitled to the same benefits
and subject to the same obligations, under this Agreement as the MEDS Units or
Treasury MEDS Units, as the case may be, evidenced by the Certificate
surrendered upon such registration of transfer or exchange.

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

         No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Sections 3.06 and 8.05 not involving any transfer.

         Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder
and deliver any Certificate in exchange for any other Certificate presented or
surrendered for registration of transfer or for exchange on or after the
Business Day immediately preceding the earlier of the Purchase Contract
Settlement Date or

                                       21
<PAGE>

the Termination Date. In lieu of delivery of a new Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Purchase Contract Agent shall:

               (i)   if the Purchase Contract Settlement Date has occurred,
         deliver the shares of Common Stock issuable in respect of the Purchase
         Contracts forming a part of the Securities evidenced by such other
         Certificate; or

               (ii)  if a Termination Event shall have occurred prior to the
         Purchase Contract Settlement Date, transfer the Preferred Securities,
         the Subordinated Deferrable Notes, the Treasury Securities, or the
         appropriate Applicable Ownership Interest of the Treasury Portfolio, as
         the case may be, evidenced thereby, in each case subject to the
         applicable conditions and in accordance with the applicable provisions
         of Article Five hereof.

         Section 3.06.  Book-Entry Interests.

         The Certificates, on original issuance, will be issued in the form of
one or more fully registered Global Certificates, to be delivered to the
Depositary or its custodian by, or on behalf of, the Company. The Company hereby
designates DTC as the initial Depositary. Such Global Certificates shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.09. The Purchase Contract
Agent shall enter into an agreement with the Depositary if so requested by the
Company. Unless and until definitive, fully registered Certificates have been
issued to Beneficial Owners pursuant to Section 3.09:

               (i)   the provisions of this Section 3.06 shall be in full force
         and effect;

               (ii)  the Company shall be entitled to deal with the Depositary
         for all purposes of this Agreement (including receiving approvals,
         votes or consents hereunder) as the Holder of the Securities and the
         sole holder of the Global Certificates and shall have no obligation to
         the Beneficial Owners;

               (iii) to the extent that the provisions of this Section 3.06
         conflict with any other provisions of this Agreement, the provisions of
         this Section 3.06 shall control; and

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

         Section 3.07.  Notices to Holders.

         Whenever a notice or other communication to the Holders is required to
be given under

                                       22
<PAGE>

this Agreement, the Company or the Company's agent shall give such notices and
communications to the Holders and, with respect to any Securities registered in
the name of the Depositary or the nominee of the Depositary, the Company or the
Company's agent shall, except as set forth herein, have no obligations to the
Beneficial Owners.

         Section 3.08.  Appointment of Successor Depositary.

         If the Depositary elects to discontinue its services as securities
depositary with respect to the Securities, the Company may, in its sole
discretion, appoint a successor Depositary with respect to the Securities.

         Section 3.09.  Definitive Certificates.

         If:

               (i)   the Depositary elects to discontinue its services as
         securities depositary with respect to the Securities and a successor
         Depositary is not appointed within 90 days after such discontinuance
         pursuant to Section 3.08; or

               (ii)  the Company elects, after consultation with the Purchase
         Contract Agent, to terminate the book-entry system for the Securities,

then (x) definitive Certificates shall be prepared by the Company with respect
to such Securities and delivered to the Purchase Contract Agent and (y) upon
surrender of the Global Certificates representing the Securities by the
Depositary, accompanied by registration instructions, the Company shall cause
definitive Certificates to be delivered to Beneficial Owners in accordance with
the instructions of the Depositary. The Company shall not be liable for any
delay in delivery of such instructions and may conclusively rely on and shall be
protected in relying on, such instructions. Each definitive Certificate so
delivered shall evidence Securities of the same kind and tenor as the Global
Certificate so surrendered in respect thereof.

         Section 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates.

         If any mutilated Certificate is surrendered to the Purchase Contract
Agent, the Company shall execute and deliver to the Purchase Contract Agent, and
the Purchase Contract Agent shall authenticate, execute on behalf of the Holder,
and deliver in exchange therefor, a new Certificate, evidencing the same number
of MEDS Units or Treasury MEDS Units, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Purchase Contract
Agent (i) evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and (ii) such security or indemnity as may be required by them
to hold each of them and any agent of any of them harmless, then, in the absence
of notice to the Company or the Purchase Contract Agent that

                                       23
<PAGE>

such Certificate has been acquired by a bona fide purchaser, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holder, and deliver to the
Holder, in lieu of any such destroyed, lost or stolen Certificate, a new
Certificate, evidencing the same number of MEDS Units or Treasury MEDS Units, as
the case may be, and bearing a Certificate number not contemporaneously
outstanding.

         Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder,
and deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earlier of the Purchase Contract Settlement Date or
the Termination Date. In lieu of delivery of a new Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Purchase Contract Agent shall:

               (i)   if the Purchase Contract Settlement Date has occurred,
         deliver the shares of Common Stock issuable in respect of the Purchase
         Contracts forming a part of the Securities evidenced by such
         Certificate; or

               (ii)  if a Termination Event shall have occurred prior to the
         Purchase Contract Settlement Date, transfer the Preferred Securities,
         the Subordinated Deferrable Notes, the Treasury Securities or the
         appropriate Applicable Ownership Interest (as specified in clause (A)
         of the definition of such term) of the Treasury Portfolio, as the case
         may be, evidenced thereby, in each case subject to the applicable
         conditions and in accordance with the applicable provisions of Article
         Five hereof.

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

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

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

         Section 3.11.  Persons Deemed Owners.

                                       24
<PAGE>

         Prior to due presentment of a Certificate for registration of transfer,
the Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Security evidenced thereby, for the purpose of
receiving distributions on the Preferred Securities, the Treasury Securities,
the Subordinated Deferrable Notes, or on the maturing quarterly interest strips
of the Treasury Portfolio, as applicable, performance of the Purchase Contracts
and for all other purposes whatsoever, whether or not any distributions on the
Preferred Securities, the Treasury Securities, the Subordinated Deferrable
Notes, or Treasury Portfolio, as applicable, constituting a part of the Security
evidenced thereby shall be overdue and notwithstanding any notice to the
contrary, and neither the Company nor the Purchase Contract Agent, nor any agent
of the Company or the Purchase Contract Agent, shall be affected by notice to
the contrary.

         Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Purchase Contract Agent
or any agent of the Company or the Purchase Contract Agent, from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary (or its nominee), as a Holder, with respect to such Global
Certificate or impair, as between such Depositary and the related Beneficial
Owner, the operation of customary practices governing the exercise of rights of
the Depositary (or its nominee) as Holder of such Global Certificate.

         Section 3.12.  Cancellation.

         All Certificates surrendered for delivery of shares of Common Stock on
or after the Purchase Contract Settlement Date, upon the transfer of Preferred
Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of that term) of the
Treasury Portfolio or Treasury Securities, as the case may be, after the
occurrence of a Termination Event, or upon the registration of transfer or
exchange of a Security, or a Collateral Substitution or the reestablishment of
MEDS Units shall, if surrendered to any Person other than the Purchase Contract
Agent, be delivered to the Purchase Contract Agent and, if not already
cancelled, shall be promptly cancelled by it. The Company may at any time
deliver to the Purchase Contract Agent for cancellation any Certificates
previously authenticated, executed and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Certificates so delivered shall,
upon Issuer Order, be promptly cancelled by the Purchase Contract Agent. No
Certificates shall be authenticated, executed on behalf of the Holder and
delivered in lieu of or in exchange for any Certificates cancelled as provided
in this Section, except as expressly permitted by this Agreement. All cancelled
Certificates held by the Purchase Contract Agent shall be disposed of in
accordance with its customary practices.

         If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Purchase
Contract Agent cancelled or for cancellation.

                                       25
<PAGE>

         Section 3.13.  Creation of Treasury MEDS Units by Substitution of
Treasury Securities.

         Subject to the conditions set forth in this Agreement, a Holder may
separate the Preferred Securities or the Subordinated Deferrable Notes, as
applicable, from the related Purchase Contracts in respect of such Holder's MEDS
Units by substituting for such Preferred Securities or Subordinated Deferrable
Notes, as applicable, Treasury Securities in an aggregate principal amount equal
to the aggregate liquidation amount of such Preferred Securities or the
aggregate principal amount of such Subordinated Deferrable Notes, as applicable
(a "Collateral Substitution"), at any time from and after the date of this
Agreement and prior to or on the seventh Business Day immediately preceding
__________, 2004. To effect such substitution, the Holder must:

               (1)  deposit with the Securities Intermediary Treasury Securities
                    having an aggregate principal amount equal to the aggregate
                    liquidation amount of the Preferred Securities or the
                    aggregate principal amount of the Subordinated Deferrable
                    Notes comprising part of such MEDS Units, as the case may
                    be; and

               (2)  transfer the related MEDS Units to the Purchase Contract
                    Agent accompanied by a notice to the Purchase Contract
                    Agent, substantially in the form of Exhibit C hereto, (i)
                    stating that the Holder has transferred the relevant amount
                    of Treasury Securities to the Securities Intermediary and
                    (ii) requesting that the Purchase Contract Agent instruct
                    the Collateral Agent to release the Preferred Securities or
                    the Subordinated Deferrable Notes, as the case may be,
                    underlying such MEDS Units, whereupon the Purchase Contract
                    Agent shall promptly provide an instruction to such effect
                    to the Collateral Agent, substantially in the form of
                    Exhibit A to the Pledge Agreement.

         Upon receipt of the Treasury Securities described in clause (1) above
and the instruction described in clause (2) above, in accordance with the terms
of the Pledge Agreement, the Collateral Agent will cause the Securities
Intermediary to effect the release of such Preferred Securities or the
Subordinated Deferrable Notes, as the case may be, from the Pledge, free and
clear of the Company's security interest therein, and the transfer of such
Preferred Securities or the Subordinated Deferrable Notes, as the case may be,
to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof,
the Purchase Contract Agent shall promptly:

               (i)   cancel the related MEDS Units;

               (ii)  transfer the Preferred Securities or the Subordinated
         Deferrable Notes, as the case may be, to the Holder; and

               (iii) authenticate, execute on behalf of such Holder and deliver
         a Treasury

                                       26
<PAGE>

         MEDS Units Certificate executed by the Company in accordance with
         Section 3.03 evidencing the same number of Purchase Contracts as were
         evidenced by the cancelled MEDS Units.

         Holders who elect to separate the Preferred Securities or the
Subordinated Deferrable Notes, as the case may be, from the related Purchase
Contracts and to substitute Treasury Securities for such Preferred Securities or
the Subordinated Deferrable Notes, as the case may be, shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the substitution, and the Company shall not be
responsible for any such fees or expenses.

         Holders may make Collateral Substitutions only in integral multiples of
40 MEDS Units. If a Tax Event Redemption has occurred, Holders may no longer
convert their MEDS Units into Treasury MEDS Units.

         In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the MEDS Units or fails to
deliver MEDS Units Certificates to the Purchase Contract Agent after depositing
Treasury Securities with the Collateral Agent, any distributions on the
Preferred Securities or the Subordinated Deferrable Notes constituting a part of
such MEDS Units, as the case may be, shall be held in the name of the Purchase
Contract Agent or its nominee in trust for the benefit of such Holder, until
such MEDS Units are so transferred or the MEDS Units Certificate is so
delivered, as the case may be, or, such Holder provides evidence satisfactory to
the Company and the Purchase Contract Agent that such MEDS Units Certificate has
been destroyed, lost or stolen, together with any indemnity that may be required
by the Purchase Contract Agent and the Company.

         Except as described in this Section 3.13 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying a MEDS Unit remains
in effect, such MEDS Unit shall not be separable into its constituent parts, and
the rights and obligations of the Holder in respect of the Preferred Securities
or the Subordinated Deferrable Notes, as the case may be, and the Purchase
Contract comprising such MEDS Unit may be acquired, and may be transferred and
exchanged, only as a MEDS Unit.

         Section 3.14.  Reestablishment of MEDS Units.

         Subject to the conditions set forth in this Agreement, a Holder of
Treasury MEDS Units may reestablish MEDS Units at any time (i) prior to or on
the seventh Business Day immediately preceding __________, 2004, by:

               (1)  depositing with the Securities Intermediary Preferred
                    Securities or Subordinated Deferrable Notes, as the case may
                    be, having an aggregate liquidation amount (in the case of
                    Preferred Securities) or aggregate principal amount (in the
                    case of Subordinated Deferrable Notes), as the case

                                       27
<PAGE>

                    may be, equal to the aggregate principal amount at maturity
                    of the Treasury Securities comprising part of the Treasury
                    MEDS Units; and

               (2)  transferring the related Treasury MEDS Units to the Purchase
                    Contract Agent accompanied by a notice to the Purchase
                    Contract Agent, substantially in the form of Exhibit C
                    hereto, (i) stating that the Holder has transferred the
                    relevant amount of Preferred Securities or Subordinated
                    Deferrable Notes, as the case may be, to the Securities
                    Intermediary and (ii) requesting that the Purchase Contract
                    Agent instruct the Collateral Agent to release the Treasury
                    Securities underlying such Treasury MEDS Units, whereupon
                    the Purchase Contract Agent shall promptly provide an
                    instruction to such effect to the Collateral Agent,
                    substantially in the form of Exhibit C to the Pledge
                    Agreement.

Upon receipt of the Preferred Securities or the Subordinated Deferrable Notes,
as the case may be, described in clause (1) above and the instruction described
in clause (2) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will cause the Securities Intermediary to effect the release of
the Treasury Securities having a corresponding aggregate principal amount at
maturity from the Pledge, free and clear of the Company's security interest
therein, and the transfer to the Purchase Contract Agent on behalf of the
Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly:


               (i)   cancel the related Treasury MEDS Units;

               (ii)  transfer the Treasury Securities to the Holder; and

               (iii) authenticate, execute on behalf of such Holder and deliver
         a MEDS Units Certificate executed by the Company in accordance with
         Section 3.03 evidencing the same number of Purchase Contracts as were
         evidenced by the cancelled Treasury MEDS Units.

         Holders who elect to reestablish MEDS Units shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the reestablishment, and the Company shall not be
responsible for any such fees or expenses.

         Holders of Treasury MEDS Units may only reestablish MEDS Units in
integral multiples of 40 Treasury MEDS Units. If a Tax Event Redemption has
occurred, Holders may no longer convert their Treasury MEDS Units into MEDS
Units.

         Except as provided in this Section 3.14 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying a Treasury MEDS Unit
remains in effect, such Treasury MEDS Unit shall not be separable into its
constituent parts and the rights and obligations of the Holder of such Treasury
MEDS Unit in respect of the 1/40 of a Treasury

                                       28
<PAGE>

Security and the Purchase Contract comprising such Treasury MEDS Unit may be
acquired, and may be transferred and exchanged, only as a Treasury MEDS Unit.

         Section 3.15.  Transfer of Collateral upon Occurrence of Termination
Event.

         Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of the Preferred Securities, Subordinated Deferrable
Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio
or the Treasury Securities, as the case may be, underlying the MEDS Units and
the Treasury MEDS Units, as the case may be, pursuant to the terms of the Pledge
Agreement, the Purchase Contract Agent shall request transfer instructions with
respect to such Preferred Securities, Subordinated Deferrable Notes, the
appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury
Securities, as the case may be, from each Holder by written request,
substantially in the form of Exhibit D hereto, mailed to such Holder at its
address as it appears in the Security Register.

         Upon book-entry transfer of the MEDS Units or the Treasury MEDS Units
or delivery of a MEDS Units Certificate or Treasury MEDS Units Certificate to
the Purchase Contract Agent with such transfer instructions, the Purchase
Contract Agent shall transfer the Preferred Securities, Subordinated Deferrable
Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio
or Treasury Securities, as the case may be, underlying such MEDS Units or
Treasury MEDS Units, as the case may be, to such Holder by book-entry transfer,
or other appropriate procedures, in accordance with such instructions. In the
event a Holder of MEDS Units or Treasury MEDS Units fails to effect such
transfer or delivery, the Preferred Securities, Subordinated Deferrable Notes,
the appropriate Applicable Ownership Interest of the Treasury Portfolio or
Treasury Securities, as the case may be, underlying such MEDS Units or Treasury
MEDS Units, as the case may be, and any distributions thereon, shall be held in
the name of the Purchase Contract Agent or its nominee in trust for the benefit
of such Holder, until the earlier to occur of:

               (i)  the transfer of such MEDS Units or Treasury MEDS Units or
         surrender of the MEDS Units Certificate or Treasury MEDS Units
         Certificate or receipt by the Company and the Purchase Contract Agent
         from such Holder of satisfactory evidence that such MEDS Units
         Certificate or Treasury MEDS Units Certificate has been destroyed, lost
         or stolen, together with any indemnity that may be required by the
         Purchase Contract Agent and the Company; and

               (ii) the expiration of the time period specified in the abandoned
         property laws of the relevant State.

         SECTION 3.16.  No Consent to Assumption.

         Each Holder of a Security, by acceptance thereof, shall be deemed
expressly to have withheld any consent to the assumption under Section 365 of
the Bankruptcy Code or otherwise,

                                       29
<PAGE>

of the Purchase Contract by the Company or its trustee, receiver, liquidator or
a person or entity performing similar functions in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or Federal law providing for reorganization or liquidation.

                                   ARTICLE 4
The Preferred Securities, Subordinated Deferrable Notes And Applicable Ownership
                      Interest Of The Treasury Portfolio

         Section 4.01.  Interest Payments; Rights to Interest Payments
Preserved.

         Any distribution on any Preferred Security, any Subordinated Deferrable
Note or on the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, which is paid on any Payment Date shall, subject
to receipt thereof by the Purchase Contract Agent from the Collateral Agent as
provided by the terms of the Pledge Agreement, be paid to the Person in whose
name the MEDS Units Certificate (or one or more Predecessor MEDS Units
Certificates) of which such Preferred Security, such Subordinated Deferrable
Note or the appropriate Applicable Ownership Interest of the Treasury Portfolio,
as the case may be, is registered at the close of business on the Record Date
for such Payment Date. Any such distribution shall be subject to deferral at the
option of the Company in accordance with the Indenture and the Declaration.

         Each MEDS Units Certificate evidencing Preferred Securities,
Subordinated Deferrable Notes or the appropriate Applicable Ownership Interest
of the Treasury Portfolio delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of any other MEDS Units Certificate
shall carry the right to distributions accrued and unpaid, and to accrue
distributions interest, which were carried by the Preferred Securities,
Subordinated Deferrable Notes or the appropriate Applicable Ownership Interest
of the Treasury Portfolio underlying such other MEDS Units Certificate.

         In the case of any MEDS Units with respect to which Cash Settlement of
the underlying Purchase Contract is properly effected pursuant to Section 5.02
hereof, or with respect to which a Collateral Substitution is effected, in each
case on a date that is after any Record Date and prior to or on the next
succeeding Payment Date, distributions on the Preferred Securities, Subordinated
Deferrable Notes or on the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such MEDS Unit otherwise
payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Collateral Substitution, and such
distributions shall, subject to receipt thereof by the Purchase Contract Agent,
be payable to the Person in whose name the MEDS Units Certificate (or one or
more Predecessor MEDS Units Certificates) was registered at the close of
business on the Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in

                                       30
<PAGE>

the case of any MEDS Unit with respect to which Cash Settlement of the
underlying Purchase Contract is properly effected, or with respect to which a
Collateral Substitution has been effected, distributions on the related
Preferred Securities, Subordinated Deferrable Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
that would otherwise be payable after the Purchase Contract Settlement Date or
the date of the Collateral Substitution, as the case may be, shall not be
payable hereunder to the Holder of such MEDS Units; provided, however, that to
the extent that such Holder continues to hold separated Preferred Securities or
Subordinated Deferrable Notes that formerly comprised a part of such Holder's
MEDS Unit, such Holder shall be entitled to receive distributions on such
separated Preferred Securities or Subordinated Deferrable Notes.

         Not later than 15 calendar days nor more than 30 calendar days prior to
the Remarketing Date, the Company shall request the Depositary to notify the
Beneficial Owners or Depositary Participants holding Securities of the
procedures to be followed by Holders of Securities who intend to effect a Cash
Settlement.

         Section 4.02.  Notice and Voting.

         Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Preferred Securities or Pledged Subordinated
Deferrable Notes, but only to the extent instructed in writing by the Holders as
described below. Upon receipt of notice of any meeting at which holders of
Preferred Securities or Subordinated Deferrable Notes are entitled to vote or
upon any solicitation of consents, waivers or proxies of holders of Preferred
Securities or Subordinated Deferrable Notes, the Purchase Contract Agent shall,
as soon as practicable thereafter, mail, first class, postage pre- paid, to the
Holders of MEDS Units a notice:

               (i)   containing such information as is contained in the notice
         or solicitation;

               (ii)  stating that each Holder on the record date set by the
         Purchase Contract Agent therefor (which, to the extent possible, shall
         be the same date as the record date for determining the holders of
         Preferred Securities or Subordinated Deferrable Notes, as the case may
         be, entitled to vote) shall be entitled to instruct the Purchase
         Contract Agent as to the exercise of the voting rights pertaining to
         such Preferred Securities or Subordinated Deferrable Notes underlying
         their MEDS Units; and

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

Upon the written request of the Holders of MEDS Units on such record date
received by the Purchase Contract Agent at least six days prior to such meeting,
the Purchase Contract Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Preferred Securities or Subordinated Deferrable
Notes, as the case may be, as to which any particular voting

                                       31
<PAGE>

instructions are received. In the absence of specific instructions from the
Holder of a MEDS Unit, the Purchase Contract Agent shall abstain from voting the
Preferred Securities or Subordinated Deferrable Notes underlying such MEDS Unit.
The Company hereby agrees, if applicable, to solicit Holders of MEDS Units to
timely instruct the Purchase Contract Agent in order to enable the Purchase
Contract Agent to vote such Preferred Securities or Subordinated Deferrable
Notes and the Trust shall covenant to this effect in the Declaration.

         Section 4.03.  Distribution of Subordinated Deferrable Notes; Tax Event
Redemption.

         Upon the dissolution and liquidation of the Trust in accordance with
the Declaration, an aggregate principal amount at maturity of Subordinated
Deferrable Notes constituting the assets of the Trust and underlying the
Preferred Securities equal to the aggregate liquidation amount of the Pledged
Preferred Securities shall be delivered to the Securities Intermediary in
exchange for the Pledged Preferred Securities. Thereafter, the Subordinated
Deferrable Notes will be substituted for the Pledged Preferred Securities as the
Collateral, and will be held by the Securities Intermediary in the Collateral
Account in accordance with the terms of the Pledge Agreement to secure the
obligations of each Holder of a MEDS Unit to purchase the Common Stock of the
Company under the Purchase Contracts constituting a part of such MEDS Unit.

         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, an
amount equal to the Liquidation Distribution shall be deposited in the
Collateral Account in exchange for the Pledged Preferred Securities. Thereafter,
pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause
the Securities Intermediary to apply an amount equal to the Redemption Amount of
such Liquidation Distribution to purchase on behalf of the Holders of MEDS Units
the Treasury Portfolio and promptly remit the remaining portion of such
Liquidation Distribution to the Purchase Contract Agent for payment to the
Holders of such MEDS Units. The Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio will be
substituted as Collateral for the Pledged Preferred Securities and will be held
by the Collateral Agent in accordance with the terms of the Pledge Agreement to
secure the obligation of each Holder of a MEDS Unit to purchase the Common Stock
of the Company under the Purchase Contract constituting a part of such MEDS
Unit.

         Following the dissolution and liquidation of the Trust, the Holders and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the Subordinated Deferrable Notes or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, as the Holders and the Collateral Agent
had in respect of the Preferred Securities subject to the Pledge thereof as
provided in the Pledge Agreement. The Company may cause to be made in any MEDS
Unit Certificates thereafter to be issued such change in phraseology and form
(but not in substance) as may be appropriate to reflect the dissolution and
liquidation of the Trust and the substitution of Subordinated Deferrable Notes
or the Applicable Ownership Interest (as specified in clause (A)

                                       32
<PAGE>

of the definition of such term) of the Treasury Portfolio, as the case may be,
for Preferred Securities as Collateral.

         Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount, plus any
accumulated and unpaid distributions or 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 deposited in the Collateral Account in exchange for
the Pledged Preferred Securities or the Pledged Subordinated Deferrable Notes,
as the case may be. Thereafter, pursuant to the terms of the Pledge Agreement,
the Collateral Agent shall cause the Securities Intermediary to apply an amount
equal to the Redemption Amount of such funds to purchase on behalf of the
Holders of MEDS Units the Treasury Portfolio and promptly remit the remaining
portion of such funds to the Purchase Contract Agent for payment to the Holders
of such MEDS Units. The Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio will be
substituted as Collateral for the Pledged Preferred Securities or the Pledged
Subordinated Deferrable Notes, as the case may be, and will be held by the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligation of each Holder of a MEDS Unit to purchase the Common Stock of the
Company under the Purchase Contract constituting a part of such MEDS Unit.
Following the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, the Holders of MEDS Units and the Collateral Agent
shall have such security interest rights and obligations with respect to the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio as the Holders of MEDS Units and the
Collateral Agent had in respect of the Preferred Securities or Subordinated
Deferrable Notes, as the case may be, subject to the Pledge thereof as provided
in the Pledge Agreement, and any reference herein to the Preferred Securities or
the Subordinated Deferrable Notes shall be deemed to be reference to such
Treasury Portfolio. The Company may cause to be made in any MEDS Unit
Certificates thereafter to be issued such change in phraseology and form (but
not in substance) as may be appropriate to reflect the liquidation of the Trust
and the substitution of the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio for
Preferred Securities or Subordinated Deferrable Notes as Collateral.

                                   ARTICLE 5
                            The Purchase Contracts

         Section 5.01.  Purchase of Shares of Common Stock.

         Each Purchase Contract shall, unless a Cash Settlement has occurred in
accordance with Section 5.02 hereof, obligate the Holder of the related Security
to purchase, and the Company to sell, on the Purchase Contract Settlement Date
at a price equal to the Stated Amount (the "Purchase Price"), a number of shares
of Common Stock (subject to Section 5.09) equal to the

                                       33
<PAGE>

Settlement Rate unless, prior to or on the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to the Security of
which such Purchase Contract is a part. The "Settlement Rate" is equal to:

               (i)   if the Applicable Market Value (as defined below) is
         greater than or equal to $______ (the "Threshold Appreciation Price"),
         ________ shares of Common Stock per Purchase Contract;

               (ii)  if the Applicable Market Value is less than the Threshold
         Appreciation Price but greater than $______ (the "Reference Price"),
         the number of shares of Common Stock per Purchase Contract having a
         value, based on the Applicable Market Value, equal to the Stated
         Amount; and

               (iii) if the Applicable Market Value is less than or equal to the
         Reference Price, ________ shares of Common Stock per Purchase Contract,

in each case subject to adjustment as provided in Section 5.04 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

         The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Purchase Contract Settlement
Date.

         The "Closing Price" per share of Common Stock on any date of
determination means:

               (i)   the closing sale price as of the 4:15 p.m. close of trading
         (or, if no closing price is reported, the last reported sale price) per
         share on the New York Stock Exchange, Inc. (the "NYSE") on such date;

               (ii)  if the Common Stock is not listed for trading on the NYSE
         on any such date, the closing sale price per share as reported in the
         composite transactions for the principal United States securities
         exchange on which the Common Stock is so listed;

               (iii) if the Common Stock is not so listed on a United States
         national or regional securities exchange, the closing sale price per
         share as reported by The NASDAQ Stock Market, Inc.;

               (iv)  if the Common Stock is not so reported, the last quoted bid
         price for the Common Stock in the over-the-counter market as reported
         by the National Quotation Bureau or similar organization; or

               (v)   if such bid price is not available, the average of the mid-
         point of the last bid and ask prices of the Common Stock on such date
         from at least three nationally

                                       34
<PAGE>

         recognized independent investment banking firms retained for this
         purpose by the Company.

         A "Trading Day" means a day on which the Common Stock (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

         Each Holder of a MEDS Unit or a Treasury MEDS Unit, by its acceptance
thereof:

               (i)   irrevocably authorizes the Purchase Contract Agent to enter
         into and perform the related Purchase Contract on its behalf as its
         attorney-in- fact (including the execution of Certificates on behalf of
         such Holder);

               (ii)  agrees to be bound by the terms and provisions thereof;

               (iii) covenants and agrees to perform its obligations under such
         Purchase Contracts;

               (iv)  consents to the provisions hereof;

               (v)   irrevocably authorizes the Purchase Contract Agent to enter
         into and perform this Agreement and the Pledge Agreement on its behalf
         as its attorney-in-fact; and

               (vi)  consents to, and agrees to be bound by, the Pledge of the
         Preferred Securities, Subordinated Deferrable Notes, the Applicable
         Ownership Interest (as specified in clause (A) of the definition of
         such term) of the Treasury Portfolio or the Treasury Securities
         pursuant to the Pledge Agreement,

provided that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any other
rights or obligations. Each Holder of a MEDS Unit or a Treasury MEDS Unit, by
its acceptance thereof, further covenants and agrees, that to the extent and in
the manner provided in Section 5.02 and the Pledge Agreement, but subject to the
terms thereof, payments in respect of the Preferred Securities or the
Subordinated Deferrable Notes or the proceeds from the Treasury Securities or
the Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the Treasury Portfolio at maturity on the Purchase Contract
Settlement Date, as the case may be, shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

                                       35
<PAGE>

         Upon registration of transfer of a Certificate, the transferee shall be
bound (without the necessity of any other action on the part of such transferee)
by the terms of this Agreement, the Purchase Contracts underlying such
Certificate, the Declaration and the Pledge Agreement and the transferor shall
be released from the obligations under this Agreement, the Purchase Contracts
underlying the Certificate so transferred and the Pledge Agreement. The Company
covenants and agrees, and each Holder of a Certificate, by its acceptance
thereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

         Section 5.02.  Payment of Purchase Price.

         (a) (i) Unless a Tax Event Redemption has occurred, each Holder who
intends to pay in cash to satisfy such Holder's obligations under the Purchase
Contract shall notify the Purchase Contract Agent by use of a notice in
substantially the form of Exhibit E hereto of his intention to pay in cash
("Cash Settlement") the Purchase Price for the shares of Common Stock to be
purchased pursuant to the related Purchase Contract. Such notice shall be given
prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately
preceding __________, 2004. Prior to 11:00 a.m. (New York City time) on the next
succeeding Business Day, the Purchase Contract Agent shall notify the Collateral
Agent and the Property Trustee or the Indenture Trustee, as the case may be, of
the receipt of such notices from Holders intending to make a Cash Settlement.

               (ii)  A Holder of a MEDS Unit who has so notified the Purchase
         Contract Agent of his intention to effect a Cash Settlement in
         accordance with paragraph 5.02(a)(i) above shall pay the Purchase Price
         to the Securities Intermediary for deposit in the Collateral Account
         prior to 11:00 a.m. (New York City time) on the fifth Business Day
         immediately preceding __________, 2004, in lawful money of the United
         States by certified or cashiers' check or wire transfer, in each case
         in immediately available funds payable to or upon the order of the
         Securities Intermediary. Any cash received by the Collateral Agent
         shall be invested promptly by the Securities Intermediary in Permitted
         Investments and paid to the Company on the Purchase Contract Settlement
         Date in settlement of the Purchase Contracts in accordance with the
         terms of this Agreement and the Pledge Agreement. Any funds received by
         the Securities Intermediary in respect of the investment earnings from
         such Permitted Investments in excess of the Purchase Price for the
         shares of Common Stock to be purchased by such Holder shall be
         distributed to the Purchase Contract Agent when received for payment to
         the Holder.

               (iii) If a Holder of a MEDS Unit fails to notify the Purchase
         Contract Agent of his intention to make a Cash Settlement in accordance
         with paragraph 5.02(a)(i) above, or does notify the Purchase Contract
         Agent as provided in paragraph 5.02(a)(i) above of his intention to pay
         the Purchase Price in cash, but fails to make such payment as required
         by paragraph 5.02(a)(ii) above, such Holder shall be deemed to have
         consented to the disposition of the Pledged Preferred Securities or the
         Pledged Subordinated Deferrable Notes pursuant to the Remarketing as
         described in paragraph 5.02(b) below.

                                       36
<PAGE>

               (iv)  Promptly after 11:00 a.m. (New York City time) on the fifth
         Business Day preceding the Purchase Contract Settlement Date, the
         Purchase Contract Agent, based on notices received by the Purchase
         Contract Agent pursuant to Section 5.02(a) hereof and notice from the
         Securities Intermediary regarding cash received by it prior to such
         time, shall notify the Collateral Agent and the Property Trustee of the
         aggregate number of Preferred Securities or Subordinated Deferrable
         Notes to be tendered for purchase in the Remarketing in a notice
         substantially in the form of Exhibit F hereto.

         (b) In order to dispose of the Preferred Securities or Subordinated
Deferrable Notes, MEDS Units Holders who have not notified the Purchase Contract
Agent of their intention to effect a Cash Settlement as provided in paragraph
5.02(a)(i) above, or who have so notified the Purchase Contract Agent but failed
to make such payment as required by paragraph 5.02(a)(ii) above, the Company
shall engage J.P. Morgan Securities Inc., as Remarketing Agent (the "Remarketing
Agent"), pursuant to the Remarketing Agreement (and subject to removal as
provided in the Remarketing Agreement) to sell such Preferred Securities or
Subordinated Deferrable Notes. In order to facilitate the Remarketing, the
Purchase Contract Agent, based on the notices specified in Section 5.02(a)(iv),
shall notify the Remarketing Agent, promptly after 11:00 a.m. (New York City
time) on the fifth Business Day immediately preceding __________, 2004, of the
aggregate number of Preferred Securities or Subordinated Deferrable Notes that
are part of MEDS Units to be remarketed. Concurrently, the Collateral Agent,
pursuant to the terms of the Pledge Agreement, shall cause such Preferred
Securities or Subordinated Deferrable Notes to be presented to the Remarketing
Agent for Remarketing.

         Upon receipt of such notice from the Purchase Contract Agent and such
Preferred Securities or Subordinated Deferrable Notes, the Remarketing Agent
shall, on the third Business Day immediately preceding __________, 2004, use
reasonable efforts to remarket such Preferred Securities or Subordinated
Deferrable Notes on such date at a price equal to 100.25% of the Stated Amount
($25.0625) per Preferred Security or Subordinated Deferrable Note, as provided
in the Remarketing Agreement. The proceeds from the Remarketing shall be
invested by the Collateral Agent in Permitted Investments, in accordance with
the Pledge Agreement, and then applied to satisfy in full such MEDS Units
Holders' obligations to pay the Purchase Price for the shares of Common Stock
under the related Purchase Contracts on the Purchase Contract Settlement Date.
In addition, $.0625 per Preferred Security or Subordinated Deferrable Note of
the proceeds shall automatically be remitted to the Remarketing Agent for
services rendered in connection with the Remarketing (the "Remarketing Fee").

         If, in spite of using its reasonable efforts, the Remarketing Agent
cannot remarket the related Preferred Securities or Subordinated Deferrable
Notes of such Holders of MEDS Units at a price equal to 100.25% of the Stated
Amount ($25.0625), then the Remarketing Agent shall increase the distribution
rate on the Preferred Securities or the interest rate on the Subordinated
Deferrable Notes, as the case may be, so that the market value of such Preferred
Securities will equal $25.0625. If the Remarketing Agent determines that it will
be able to remarket the related

                                       37
<PAGE>

Preferred Securities or Subordinated Deferrable Notes of such Holders of MEDS
Units at a price in excess of 100.25% of the Stated Amount ($25.0625), then the
Remarketing Agent shall decrease the distribution rate on the Preferred
Securities or the interest rate on the Subordinated Deferrable Notes, as the
case may be, so that the market value of such Preferred Securities or
Subordinated Deferrable Notes will be equal to $25.0625. If the Remarketing
Agent cannot Remarket the Preferred Securities or the Subordinated Deferrable
Notes, as the case may be, after such increase or decrease, the Remarketing
shall be deemed to have failed (a "Failed Remarketing"), an event of default
shall be deemed to have occurred under this Agreement and the Pledge Agreement
and in accordance with the terms of the Pledge Agreement, the Collateral Agent,
for the benefit of the Company, shall exercise its rights as a secured party
with respect to such Preferred Securities or Subordinated Deferrable Notes,
including those actions specified in paragraph 5.02(c) below; provided, that if
upon a Failed Remarketing the Collateral Agent exercises such rights for the
benefit of the Company with respect to such Preferred Securities or Subordinated
Deferrable Notes, any accrued and unpaid distributions on such Preferred
Securities or Subordinated Deferrable Notes shall become payable by the Company
to the Purchase Contract Agent for payment to the Beneficial Owner of the MEDS
Units to which such Preferred Securities or Subordinated Deferrable Notes
relate. The Company shall cause a notice of such Failed Remarketing to be
published on the second Business Day immediately preceding the Purchase Contract
Settlement Date in a daily newspaper in the English language of general
circulation in the City of New York, which is expected to be The Wall Street
Journal, and on Bloomberg News.

         (c) With respect to any Preferred Securities or Subordinated Deferrable
Notes which are subject to a Failed Remarketing, the Collateral Agent for the
benefit of the Company reserves all of its rights as a secured party with
respect thereto and, subject to applicable law and paragraph 5.02(g) below, may,
among other things, (i) retain the Preferred Securities or Subordinated
Deferrable Notes in full satisfaction of the Holders' obligations under the
Purchase Contracts or (ii) sell the Preferred Securities or Subordinated
Deferrable Notes in one or more public or private sales.

         (d) (i) Each Holder of a Treasury MEDS Unit or MEDS Unit (if a Tax
Event Redemption has occurred) who intends to pay in cash shall notify the
Purchase Contract Agent by use of a notice in substantially the form of Exhibit
E hereto of his intention to pay in cash the Purchase Price for the shares of
Common Stock to be purchased pursuant to the related Purchase Contract. Such
notice shall be given prior to 5:00 p.m. (New York City time) on the second
Business Day immediately preceding __________, 2004. Prior to 11:00 a.m. (New
York City time) on the next succeeding Business Day, the Purchase Contract Agent
shall notify the Collateral Agent of the receipt of such notices from such
Holders intending to make a Cash Settlement. Treasury MEDS Unit holders may make
Cash Settlements only in integral multiples of 40 Treasury MEDS Units.

               (ii)  A Holder of a Treasury MEDS Unit or MEDS Units (if a Tax
         Event Redemption has occurred) who has so notified the Purchase
         Contract Agent of his

                                       38
<PAGE>

         intention to make a Cash Settlement in accordance with paragraph
         5.02(d)(i) above shall pay the Purchase Price to the Securities
         Intermediary for deposit in the Collateral Account prior to 11:00 a.m.
         (New York City time) on the Business Day immediately preceding
         __________, 2004, in lawful money of the United States by certified or
         cashiers' check or wire transfer, in each case in immediately available
         funds payable to or upon the order of the Securities Intermediary. Any
         cash received by the Collateral Agent shall be invested promptly by the
         Securities Intermediary in Permitted Investments and paid to the
         Company on the Purchase Contract Settlement Date in settlement of the
         Purchase Contract in accordance with the terms of this Agreement and
         the Pledge Agreement. Any funds received by the Securities Intermediary
         in respect of the investment earnings from the investment in such
         Permitted Investments in excess of the Purchase Price for the shares of
         Common Stock to be purchased by such Holder shall be distributed to the
         Purchase Contract Agent when received for payment to the Holder.

               (iii) If a Holder of a Treasury MEDS Unit or Holder of a MEDS
         Unit (if a Tax Event Redemption has occurred) fails to notify the
         Purchase Contract Agent of his intention to make a Cash Settlement in
         accordance with paragraph 5.02(d)(i) above, or does notify the Purchase
         Contract Agent as provided in paragraph 5.02(d)(i) above of his
         intention to pay the Purchase Price in cash, but fails to make such
         payment as required by paragraph 5.02(d)(ii) above, then upon the
         maturity of the Pledged Treasury Securities or the appropriate
         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio held by the
         Securities Intermediary on the Business Day immediately preceding the
         Purchase Contract Settlement Date, the principal amount of the Treasury
         Securities or the appropriate Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio received by the Securities Intermediary shall be invested
         promptly in Permitted Investments. On the Purchase Contract Settlement
         Date, an amount equal to the Purchase Price shall be remitted to the
         Company as payment thereof without receiving any instructions from the
         Holder. In the event the sum of the proceeds from the related Pledged
         Treasury Securities or the appropriate Applicable Ownership Interest
         (as specified in clause (A) of the definition of such term) of the
         Treasury Portfolio and the investment earnings earned from such
         investments is in excess of the aggregate Purchase Price of the
         Purchase Contracts being settled thereby, the Collateral Agent shall
         cause the Securities Intermediary to distribute such excess to the
         Purchase Contract Agent for the benefit of the Holder of the related
         Treasury MEDS Unit or MEDS Unit when received.

               (iv)  A holder of a Preferred Security or Subordinated Deferrable
         Note that is no longer part of a MEDS Unit may elect to have such
         Preferred Security or Subordinated Deferrable Note, as the case may be,
         remarketed. A holder making such an election must notify the Property
         Trustee or the Indenture Trustee, as the case may be, prior to 11:00
         a.m. (New York City time) on the fifth Business Day immediately
         preceding __________, 2004, of the aggregate number of Preferred
         Securities or Subordinated Deferrable Notes, as the case may be, that
         are not part of MEDS Units to be remarketed.

                                       39
<PAGE>

         Any such notice will be irrevocable and may not be conditioned upon the
         level at which the Reset Rate is established in the Remarketing.
         Concurrently, the Property Trustee or the Indenture Trustee, as the
         case may be, shall cause such Preferred Securities or Subordinated
         Deferrable Notes, as the case may be, to be presented to the
         Remarketing Agent for Remarketing.

         (e) Any distribution to Holders of excess funds described above shall
be payable at the office of the Purchase Contract Agent in New York City
maintained for that purpose or, at the option of the Holder, by check mailed to
the address of the Person entitled thereto at such address as it appears on the
Security Register.

         (f) Upon Cash Settlement of any Purchase Contract:

               (i)   the Collateral Agent will in accordance with the terms of
         the Pledge Agreement cause the Pledged Preferred Securities, Pledged
         Subordinated Deferrable Notes, the appropriate Applicable Ownership
         Interest (as specified in clause (A) of the definition of such term) of
         the Treasury Portfolio or the Pledged Treasury Securities, as the case
         may be, underlying the relevant Security to be released from the
         Pledge, free and clear of any security interest of the Company, and
         transferred to the Purchase Contract Agent for delivery to the Holder
         thereof or its designee as soon as practicable; and

               (ii)  subject to the receipt thereof, the Purchase Contract Agent
         shall, by book-entry transfer or other appropriate procedures, in
         accordance with written instructions provided by the Holder thereof,
         transfer such Preferred Securities, Subordinated Deferrable Notes, or
         the appropriate Applicable Ownership Interest (as specified in clause
         (A) of the definition of such term) of the Treasury Portfolio or such
         Treasury Securities, as the case may be (or, if no such instructions
         are given to the Purchase Contract Agent by the Holder, the Purchase
         Contract Agent shall hold such Preferred Securities, Subordinated
         Deferrable Notes, or the appropriate Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio or such Treasury Securities, as the case may be, and any
         interest payment thereon, in the name of the Purchase Contract Agent or
         its nominee in trust for the benefit of such Holder until the
         expiration of the time period specified in the abandoned property laws
         of the relevant state).

         (g) The obligations of the Holders to pay the Purchase Price are non-
recourse obligations and, except to the extent satisfied by Cash Settlement, are
payable solely out of the proceeds of any Collateral pledged to secure the
obligations of the Holders and in no event will Holders be liable for any
deficiency between the proceeds of the disposition of Collateral and the
Purchase Price.

         (h) The Company shall not be obligated to issue any shares of Common
Stock in respect of a Purchase Contract or deliver any certificates thereof to
the Holder of the related

                                       40
<PAGE>

Security unless the Company shall have received payment in full for the
aggregate purchase price for the Common Stock to be purchased thereunder in the
manner herein set forth.

         Section 5.03.  Issuance of Shares of Common Stock.

         Unless a Termination Event shall have occurred, subject to Section
5.04(b), on the Purchase Contract Settlement Date upon receipt of the aggregate
Purchase Price payable on all Outstanding Securities, the Company shall issue
and deposit with the Purchase Contract Agent, for the benefit of the Holders of
the Outstanding Securities, one or more certificates representing newly issued
shares of Common Stock registered in the name of the Purchase Contract Agent (or
its nominee) as custodian for the Holders (such certificates for shares of
Common Stock, together with any dividends or distributions for which a record
date and payment date for such dividend or distribution has occurred after the
Purchase Contract Settlement Date, being hereinafter referred to as the
"Purchase Contract Settlement Fund") to which the Holders are entitled
hereunder.

         Subject to the foregoing, upon surrender of a Certificate to the
Purchase Contract Agent on or after the Purchase Contract Settlement Date,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive forthwith in exchange
therefor a certificate representing that number of newly issued whole shares of
Common Stock which such Holder is entitled to receive pursuant to the provisions
of this Article Five (after taking into account all Securities then held by such
Holder), together with cash in lieu of fractional shares as provided in Section
5.09 and any dividends or distributions with respect to such shares constituting
part of the Purchase Contract Settlement Fund, but without any interest thereon,
and the Certificate so surrendered shall forthwith be cancelled. Such shares
shall be registered in the name of the Holder or the Holder's designee as
specified in the settlement instructions provided by the Holder to the Purchase
Contract Agent. If any shares of Common Stock issued in respect of a Purchase
Contract are to be registered to a Person other than the Person in whose name
the Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such registration has
paid any transfer and other taxes required by reason of such registration in a
name other than that of the registered Holder of the Certificate evidencing such
Purchase Contract or has established to the satisfaction of the Company that
such tax either has been paid or is not payable.

         Section 5.04.  Adjustment of Settlement Rate.

         (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

         (1) In case the Company shall pay or make a dividend or other
distribution on Common Stock in Common Stock, the Settlement Rate in effect at
the opening of business on the day following the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution shall be increased by dividing such Settlement Rate by a fraction
of which:

                                       41
<PAGE>

               (i)   the numerator shall be the number of shares of Common Stock
         outstanding at the close of business on the date fixed for such
         determination; and

               (ii)  the denominator shall be the sum of such number of shares
         and the total number of shares constituting such dividend or other
         distribution,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
any shares issuable in respect of any scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company shall not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the
Company.

         (2) In case the Company shall issue rights, warrants or options to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after the
record date for the determination of shareholders entitled to receive such
rights, warrants or options, to subscribe for or purchase shares of Common Stock
at a price per share less than the Current Market Price per share of Common
Stock on the date fixed for the determination of shareholders entitled to
receive such rights, warrants or options, the Settlement Rate in effect at the
opening of business on the day following the date fixed for such determination
shall be increased by dividing such Settlement Rate by a fraction of which:

               (i)   the numerator shall be the number of shares of Common Stock
         outstanding at the close of business on the date fixed for such
         determination plus the number of shares of Common Stock which the
         aggregate of the offering price of the total number of shares of Common
         Stock so offered for subscription or purchase would purchase at such
         Current Market Price; and

               (ii)  the denominator shall be the number of shares of Common
         Stock outstanding at the close of business on the date fixed for such
         determination plus the number of shares of Common Stock so offered for
         subscription or purchase,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (2), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
any shares issuable in respect of any scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company agrees that it shall not issue
any such rights, warrants or options in respect of shares of Common Stock held
in the treasury of the Company.

         (3) In case outstanding shares of Common Stock shall be subdivided or
split into a

                                       42
<PAGE>

greater number of shares of Common Stock, the Settlement Rate in effect at the
opening of business on the day following the day upon which such subdivision or
split becomes effective shall be proportionately increased, and, conversely, in
case outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Settlement Rate in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision, split or combination
becomes effective.

         (4) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights, warrants or options referred to
in paragraph (2) of this Section 5.04(a), any dividend or distribution paid
exclusively in cash and any dividend or distribution referred to in paragraph
(1) of this Section 5.04(a)), the Settlement Rate shall be adjusted so that the
same shall equal the rate determined by dividing the Settlement Rate in effect
immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by a
fraction of which:

               (i)   the numerator shall be the Current Market Price per share
         of Common Stock on the date fixed for such determination less the then
         fair market value (as reasonably determined by the Board of Directors,
         whose determination shall be conclusive and the basis for which shall
         be described in a Board Resolution) of the portion of the assets or
         evidences of indebtedness so distributed applicable to one share of
         Common Stock; and

               (ii)  the denominator shall be such Current Market Price per
         share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of shareholders
entitled to receive such distribution. In any case in which this paragraph (4)
is applicable, paragraph (2) of this Section 5.04(a) shall not be applicable. In
the event that such dividend or distribution is not so paid or made, the
Settlement Rate shall again be adjusted to be the Settlement Rate which would
then be in effect if such dividend or distribution had not been declared.

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding:

               (i)   any quarterly cash dividend on Common Stock to the extent
         that the aggregate cash dividend per share of Common Stock in any
         fiscal quarter does not exceed $.30 per share (as adjusted from time to
         time to reflect the subdivisions or combinations of Common Stock, the
         "Dividend Threshold"), and

               (ii)  any dividend or distribution in connection with the
         liquidation, dissolution

                                       43
<PAGE>

         or termination of the Company, whether voluntary or involuntary),

then, in such case, the Settlement Rate shall be increased so that the same
shall equal the rate determined by dividing the Settlement Rate in effect
immediately prior to the close of business on such record date by a fraction of
which:

               (i)   the numerator shall be the Current Market Price of Common
         Stock on the record date less the amount of cash so distributed (and
         not excluded as provided above) applicable to one share of Common
         Stock; and

               (ii)  the denominator shall be the Current Market Price of Common
         Stock,

such increase to be effective immediately prior to the opening of business on
the day following the record date; provided, however, that in the event the
portion of cash so distributed applicable to one share of Common Stock is equal
to or greater than the Current Market Price per share of Common Stock on the
record date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each holder of a Security shall have the right to receive upon
settlement of the Securities the amount of cash such Holder would have received
had such Holder settled each Security on the record date. In the event that such
dividend or distribution is not so paid or made, the Settlement Rate shall again
be adjusted to be the Settlement Rate which would then be in effect if such
dividend or distribution had not been declared. If any adjustment is required to
be made as set forth in this Section 5.04(a)(5) as a result of a distribution
that is a quarterly dividend, such adjustment shall be based upon the amount by
which such distribution exceeds the amount of the Dividend Threshold. If an
adjustment is required to be made as set forth in this Section 5.04(a)(5) above
as a result of a distribution that is not a quarterly dividend, such adjustment
shall be based upon the full amount of the distribution.

         (6) In case a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of Common Stock shall expire
and such tender or exchange offer (as amended upon the expiration thereof) shall
require the payment to shareholders (based on the acceptance (up to any maximum
specified in the terms of the tender or exchange offer) of Purchased Shares as
herein defined) of (I) an aggregate consideration having a fair market value (as
reasonably determined by the Board of Directors, whose determination shall be
conclusive and the basis for which shall be described in a Board Resolution)
that combined together with the aggregate of the cash plus the fair market value
(as reasonably determined by the Board of Directors, whose determination shall
be conclusive and the basis for which shall be described in a Board Resolution),
as of the expiration of such tender or exchange offer, of consideration payable
in respect of any other tender or exchange offer, by the Company or any
subsidiary of the Company for all or any portion of Common Stock expiring within
the 12 months preceding the expiration of such tender or exchange offer and in
respect of which no adjustment pursuant to this paragraph (6) has been made, and
(II) the aggregate amount of any distributions to all holders of Common Stock
made exclusively in cash within the 12 months preceding the expiration of such
tender or exchange offer and in respect of which no adjustment pursuant to

                                       44
<PAGE>

paragraph (6) has been made, exceeds 15% of the product of the Current Market
Price per share of Common Stock as of the last time (the "Expiration Time")
tenders could have been made pursuant to such tender or exchange offer (as it
may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the day after the date of
the Expiration Time, the Settlement Rate shall be adjusted so that the same
shall equal the rate determined by dividing the Settlement Rate immediately
prior to the close of business on the date of the Expiration Time by a fraction:

               (i)   the numerator of which shall be equal to (A) the product of
         (I) the Current Market Price per share of Common Stock on the date of
         the Expiration Time and (II) the number of shares of Common Stock
         outstanding (including any tendered shares) on the Expiration Time less
         (B) the amount of cash plus the fair market value (determined as
         aforesaid) of the aggregate consideration payable to shareholders based
         on the transactions described in clauses (I) and (II) above (assuming
         in the case of clause (I) the acceptance, up to any maximum specified
         in the terms of the tender or exchange offer, of Purchased Shares); and

               (ii)  the denominator of which shall be equal to the product of
         (A) the Current Market Price per share of Common Stock as of the
         Expiration Time and (B) the number of shares of Common Stock
         outstanding (including any tendered shares) as of the Expiration Time
         less the number of all shares validly tendered and not withdrawn as of
         the Expiration Time (the shares deemed so accepted, up to any such
         maximum, being referred to as the "Purchased Shares").

         (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.04(b) applies) shall be deemed to
involve:

               (i)   a distribution of such securities other than Common Stock
         to all holders of Common Stock (and the effective date of such
         reclassification shall be deemed to be "the date fixed for the
         determination of shareholders entitled to receive such distribution"
         and the "date fixed for such determination" within the meaning of
         paragraph (4) of this Section); and

               (ii)  a subdivision, split or combination, as the case may be, of
         the number of shares of Common Stock outstanding immediately prior to
         such reclassification into the number of shares of Common Stock
         outstanding immediately thereafter (and the effective date of such
         reclassification shall be deemed to be "the day upon which such
         subdivision or split becomes effective" or "the day upon which such
         combination becomes effective", as the case may be, and "the day upon
         which such subdivision, split or combination becomes effective" within
         the meaning of paragraph (3) of this Section).

                                       45
<PAGE>

          (8) The "Current Market Price" per share of Common Stock on any date
of determination means the average of the daily Closing Prices for the five
consecutive Trading Days selected by the Company commencing not more than 30
Trading Days before, and ending not later than, the earlier of such date of
determination and the day before the "ex date" with respect to the issuance or
distribution requiring such computation. For purposes of this paragraph, the
term "ex date," when used with respect to any issuance or distribution, shall
mean the first date on which Common Stock trades on such exchange or in such
market without the right to receive such issuance or distribution.

          (9) All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment
in the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent thereof; provided, however, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.04(a), an adjustment shall
also be made to the Applicable Market Value solely to determine which of clauses
(i), (ii) or (iii) of the definition of Settlement Rate in Section 5.01 will
apply on the Purchase Contract Settlement Date. Such adjustment shall be made by
multiplying the Applicable Market Value by a fraction of which the numerator
shall be the Settlement Rate immediately after such adjustment pursuant to
paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.04(a) and
the denominator shall be the Settlement Rate immediately prior to such
adjustment; provided, however, that if such adjustment to the Settlement Rate is
required to be made pursuant to the occurrence of any of the events contemplated
by paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.04(a)
during the period taken into consideration for determining the Applicable Market
Value, appropriate and customary adjustments shall be made to the Settlement
Rate.

         (10) The Company may, but shall not be required to, make such increases
in the Settlement Rate, in addition to those required by this Section, as it
considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes or for any other reason.

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

         (1) In the event of:

               (i)   any consolidation or merger of the Company with or into
         another Person (other than a merger or consolidation in which the
         Company is the continuing corporation and in which the shares of Common
         Stock outstanding immediately prior to the merger or consolidation are
         not exchanged for cash, securities or other property of the

                                       46
<PAGE>

          Company or another corporation);

               (ii)  any sale, transfer, lease or conveyance to another Person
         of the property of the Company as an entirety or substantially as an
         entirety;

               (iii) any statutory share exchange of the Company with another
         Person (other than in connection with a merger or acquisition); or

               (iv)  any liquidation, dissolution or termination of the Company
         other than as a result of or after the occurrence of a Termination
         Event, (any such event, a "Reorganization Event"),

the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof, the kind and amount of securities,
cash and other property receivable upon such Reorganization Event (without any
interest thereon, and without any right to dividends or distribution thereon
which have a record date that is prior to the Purchase Contract Settlement Date)
by a Holder of the number of shares of Common Stock issuable on account of each
Purchase Contract if the Purchase Contract Settlement Date had occurred
immediately prior to such Reorganization Event, assuming such Holder of Common
Stock is not a Person with which the Company consolidated or into which the
Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be (any such Person, a "Constituent Person"),
or an Affiliate of a Constituent Person to the extent such Reorganization Event
provides for different treatment of Common Stock held by Affiliates of the
Company and non-affiliates and such Holder failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such Reorganization Event (provided that if the kind or
amount of securities, cash and other property receivable upon such
Reorganization Event is not the same for each share of Common Stock held
immediately prior to such Reorganization Event by other than a Constituent
Person or an Affiliate thereof and in respect of which such rights of election
shall not have been exercised ("non-electing share"), then for the purpose of
this Section the kind and amount of securities, cash and other property
receivable upon such Reorganization Event by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares).

         In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of the
Company or, in the event of a liquidation, dissolution or termination of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that each Holder of an Outstanding Security shall
have the rights provided by this Section 5.04(b). Such supplemental agreement
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization

                                       47
<PAGE>

Events.

         (2) In the event of a consolidation or merger of the Company with or
into another Person, any merger of another Person into the Company (other than a
merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) in which 30% or more of the
total consideration paid to the Company's shareholders consists of cash or cash
equivalents, then a Holder of a Security may settle his Purchase Contract for
cash as described in Section 5.02(a)(i) or 5.02(d)(i) hereof, as applicable,
during the one week period beginning on the twenty-third Trading Day following
the closing date of such merger (the "Early Settlement Week"), at the applicable
Settlement Rate. For the purposes of this Section, the twenty-third Trading Day
after the closing of the merger or consolidation shall be deemed to be the
Purchase Contract Settlement Date for the purpose of determining the Applicable
Market Value and the deadline for submitting the notice to settle early and the
related cash payment shall be 5:00 p.m. (New York City time) of the last
Business Day of the Early Settlement Week.

         (c) All calculations and determinations pursuant to this Section 5.04
shall be made by the Company or its agent and the Purchase Contract Agent shall
have no responsibility with respect thereto.

         Section 5.05.  Notice of Adjustments and Certain Other Events.

         (a) Whenever the Settlement Rate is adjusted as herein provided, the
Company shall:

               (i)   forthwith compute the adjusted Settlement Rate in
         accordance with Section 5.04 and prepare and transmit to the Purchase
         Contract Agent an Officers' Certificate setting forth the Settlement
         Rate, the method of calculation thereof in reasonable detail, and the
         facts requiring such adjustment and upon which such adjustment is
         based; and

               (ii)  within 10 Business Days following the occurrence of an
         event that requires an adjustment to the Settlement Rate pursuant to
         Section 5.04 (or if the Company is not aware of such occurrence, as
         soon as practicable after becoming so aware), provide a written notice
         to the Holders of the Securities of the occurrence of such event and a
         statement in reasonable detail setting forth the method by which the
         adjustment to the Settlement Rate was determined and setting forth the
         adjusted Settlement Rate.

         (b) The Purchase Contract Agent shall not at any time be under any duty
or responsibility to any Holder of Securities to determine whether any facts
exist which may require any adjustment of the Settlement Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed in making the same. The Purchase Contract Agent
shall not be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at the time be issued or delivered with respect to any Purchase Contract;

                                       48
<PAGE>

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

         Section 5.06.  Termination Event; Notice.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, and the rights and obligations of Holders to
purchase Common Stock, shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Purchase Contract Agent
or the Company, if, prior to or on the Purchase Contract Settlement Date, a
Termination Event shall have occurred.

         Upon and after the occurrence of a Termination Event, the Securities
shall thereafter represent the right to receive the Preferred Securities, the
Subordinated Deferrable Notes, the Treasury Securities or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
forming part of such Securities, in accordance with the provisions of Section
5.4 of the Pledge Agreement. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register.

         Section 5.07.  Intentionally Omitted.

         Section 5.08.  Intentionally Omitted.

         Section 5.09.  No Fractional Shares.

         No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date. If Certificates evidencing more than one Purchase Contract
shall be surrendered for settlement at one time by the same Holder, the number
of full shares of Common Stock which shall be delivered upon settlement shall be
computed on the basis of the aggregate number of Purchase Contracts evidenced by
the Certificates so surrendered. Instead of any fractional share of Common Stock
which would otherwise be deliverable upon settlement of any Purchase Contracts
on the Purchase Contract Settlement Date, the Company, through the Purchase
Contract Agent, shall make a cash payment in respect of such fractional interest
in an amount equal to the value of such fractional shares times the Applicable
Market Value. The Company shall provide the Purchase Contract Agent from time to
time with sufficient funds to permit the Purchase Contract Agent to make all
cash payments required by this Section 5.09 in a timely manner.

                                       49
<PAGE>

         Section 5.10.  Charges and Taxes.

         The Company will pay all stock transfer and similar taxes attributable
to the initial issuance and delivery of the shares of Common Stock pursuant to
the Purchase Contracts; provided, however, that the Company shall not be
required to pay any such tax or taxes which may be payable in respect of any
exchange of or substitution for a Certificate evidencing a Security or any
issuance of a share of Common Stock in a name other than that of the registered
Holder of a Certificate surrendered in respect of the Securities evidenced
thereby, other than in the name of the Purchase Contract Agent, as custodian for
such Holder, and the Company shall not be required to issue or deliver such
share certificates or Certificates unless or until the Person or Persons
requesting the transfer or issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

                                   ARTICLE 6
                                   Remedies

         Section 6.01.  Unconditional Right of Holders to Purchase Shares of
Common Stock.

         Each Holder of a Security shall have the right, which is absolute and
unconditional, to purchase shares of Common Stock pursuant to such Purchase
Contract and, in each such case, to institute suit for the enforcement of the
right to purchase shares of Common Stock, and such rights shall not be impaired
without the consent of such Holder.

         Section 6.02.  Restoration of Rights and Remedies.

         If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company and such Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of such Holder
shall continue as though no such proceeding had been instituted.

         Section 6.03.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.10, no right or remedy herein conferred upon or reserved to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or

                                       50
<PAGE>

otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 6.04.  Delay or Omission Not Waiver.

         No delay or omission of any Holder to exercise any right or remedy upon
a default shall impair any such right or remedy or constitute a waiver of any
such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

         Section 6.05.  Undertaking for Costs.

         All parties to this Agreement agree, and each Holder of a Security, by
its acceptance of such Security shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Agreement, or in any suit against the Purchase Contract Agent
for any action taken, suffered or omitted by it as Purchase Contract Agent, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and costs against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section shall not apply to any suit instituted by the Purchase Contract Agent,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Securities, or to any suit instituted
by any Holder for the enforcement of distributions on any Preferred Securities
or interest on any Subordinated Deferrable Notes on or after the respective
Payment Date therefor in respect of any Security held by such Holder, or for
enforcement of the right to purchase shares of Common Stock under the Purchase
Contracts constituting part of any Security held by such Holder.

         Section 6.06.  Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Purchase Contract Agent or the Holders, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

                                       51
<PAGE>

                                   ARTICLE 7
                          The Purchase Contract Agent

         Section 7.01.  Certain Duties and Responsibilities.

         (a) The Purchase Contract Agent:

         (1) undertakes to perform, with respect to the Securities, such duties
and only such duties as are specifically set forth in this Agreement and the
Pledge Agreement, and no implied covenants or obligations shall be read into
this Agreement or the Pledge Agreement against the Purchase Contract Agent; and

         (2) in the absence of bad faith or gross negligence on its part, may,
with respect to the Securities, conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Purchase Contract Agent and conforming
to the requirements of this Agreement or the Pledge Agreement, as applicable,
but in the case of any certificates or opinions which by any provision hereof
are specifically required to be furnished to the Purchase Contract Agent, the
Purchase Contract Agent shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Agreement or the Pledge
Agreement, as applicable (but need not confirm or investigate the accuracy of
the mathematical calculations or other facts stated therein).

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

         (1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

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

         (3) no provision of this Agreement or the Pledge Agreement shall
require the Purchase Contract Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if indemnity satisfactory to
the Purchase Contract Agent is not provided to it; and

         (4) the Purchase Contract Agent shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of a majority in principal amount of the
Outstanding Securities.

         (c) Whether or not therein expressly so provided, every provision of
this Agreement

                                       52
<PAGE>

and the Pledge Agreement relating to the conduct or affecting the liability of
or affording protection to the Purchase Contract Agent shall be subject to the
provisions of this Section.

         (d) The Purchase Contract Agent is authorized to execute and deliver
the Pledge Agreement in its capacity as Purchase Contract Agent.

         Section 7.02.  Notice of Default.

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

         Section 7.03.  Certain Rights of Purchase Contract Agent.

         Subject to the provisions of Section 7.01:

         (1) the Purchase Contract Agent may conclusively rely and shall be
fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, Subordinated Deferrable Note, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

         (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

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

         (4) the Purchase Contract Agent may consult with counsel of its
selection appointed with due care by it hereunder and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

         (5) the Purchase Contract Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Purchase Contract Agent, in its discretion, and at the

                                       53
<PAGE>

expense of the Company, may make reasonable further inquiry or investigation
into such facts or matters related to the execution, delivery and performance of
the Purchase Contracts as it may see fit, and, if the Purchase Contract Agent
shall determine to make such further inquiry or investigation, it shall be given
a reasonable opportunity to examine the relevant books, records and premises of
the Company, personally or by agent or attorney and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

         (7) the Purchase Contract Agent shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement at the
request or direction of any of the Holders pursuant to this Agreement, unless
such Holders shall have offered to the Purchase Contract Agent security or
indemnity satisfactory to the Purchase Contract Agent against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

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

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

         (10) the Purchase Contract Agent may request that the Company deliver
an Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Agreement, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded; and

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

                                       54
<PAGE>

         Section 7.04.  Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Certificates shall be taken as
the statements of the Company, and the Purchase Contract Agent assumes no
responsibility for their accuracy. The Purchase Contract Agent makes no
representations as to the validity or sufficiency of either this Agreement or of
the Securities, or of the Pledge Agreement or the Pledge. The Purchase Contract
Agent shall not be accountable for the use or application by the Company of the
proceeds in respect of the Purchase Contracts.

         Section 7.05.  May Hold Securities.

         Any Security Registrar or any other agent of the Company, or the
Purchase Contract Agent and its Affiliates, in their individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company, the Collateral Agent or any other Person with the same rights
it would have if it were not Security Registrar or such other agent, or the
Purchase Contract Agent. The Company may become the owner or pledgee of
Securities.

         Section 7.06.  Money Held in Custody.

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

         Section 7.07.  Compensation and Reimbursement.

         The Company agrees:

         (1) to pay to the Purchase Contract Agent compensation for all services
rendered by it hereunder and under the Pledge Agreement as the Company and the
Purchase Contract Agent shall from time to time agree in writing;

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

         (3) to indemnify the Purchase Contract Agent and any predecessor
Purchase Contract Agent for, and to hold it harmless against, any loss,
liability or expense incurred without gross negligence or willful misconduct on
its part, arising out of or in connection with the acceptance

                                       55
<PAGE>

or administration of its duties hereunder, including the costs and expenses of
defending itself against any claim (whether asserted by the Company, a Holder or
any other person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

         The provisions of this Section shall survive the termination of this
Agreement.

         Section 7.08.  Corporate Purchase Contract Agent Required; Eligibility.

         There shall at all times be a Purchase Contract Agent hereunder which
shall be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having (or being a member of
a bank holding company having) a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State authority
and having a corporate trust office in the Borough of Manhattan, New York City,
if there be such a corporation in the Borough of Manhattan, New York City,
qualified and eligible under this Article and willing to act on reasonable
terms. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Purchase Contract Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

         Section 7.09.  Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Purchase Contract Agent and no
appointment of a successor Purchase Contract Agent pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Purchase Contract Agent in accordance with the applicable requirements of
Section 7.10.

         (b) The Purchase Contract Agent may resign at any time by giving
written notice thereof to the Company 60 days prior to the effective date of
such resignation. If the instrument of acceptance by a successor Purchase
Contract Agent required by Section 7.10 shall not have been delivered to the
Purchase Contract Agent within 30 days after the giving of such notice of
resignation, the resigning Purchase Contract Agent may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.

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

                                       56
<PAGE>

of a successor Purchase Contract Agent.

         (d) If at any time:

               (1) the Purchase Contract Agent fails to comply with Section
         310(b) of the TIA, as if the Purchase Contract Agent were an indenture
         trustee under an indenture qualified under the TIA, after written
         request therefor by the Company or by any Holder who has been a bona
         fide Holder of a Security for at least six months;

               (2) the Purchase Contract Agent shall cease to be eligible under
         Section 7.08 and shall fail to resign after written request therefor by
         the Company or by any such Holder; or

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

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

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

         (f) The Company shall give, or shall cause such successor Purchase
Contract Agent to give, notice of each resignation and each removal of the
Purchase Contract Agent and each appointment of a successor Purchase Contract
Agent by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the applicable
Register. Each notice shall include the name of the successor Purchase Contract
Agent and the address of its Corporate Trust Office.

         Section 7.10.  Acceptance of Appointment by Successor.

                                       57
<PAGE>

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

         (b) Upon request of any such successor Purchase Contract Agent, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Purchase Contract Agent all such
rights, powers and agencies referred to in paragraph 7.10(a) of this Section.

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

         Section 7.11.  Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Purchase Contract
Agent shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, provided that such
corporation shall be otherwise qualified and eligible under this Article, with
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Certificates shall have been authenticated and
executed on behalf of the Holders, but not delivered, by the Purchase Contract
Agent then in office, any successor by merger, conversion or consolidation to
such Purchase Contract Agent may adopt such authentication and execution and
deliver the Certificates so authenticated and executed with the same effect as
if such successor Purchase Contract Agent had itself authenticated and executed
such Securities.

         Section 7.12.  Preservation of Information; Communications to Holders.

         (a) The Purchase Contract Agent shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders received by the
Purchase Contract Agent in its capacity as Security Registrar.

                                       58
<PAGE>

         (b) If three or more Holders (herein referred to as "applicants") apply
in writing to the Purchase Contract Agent, and furnish to the Purchase Contract
Agent reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Purchase Contract Agent shall mail to
all the Holders copies of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Purchase Contract Agent of the materials to be mailed and of payment, or
provision for the payment, of the reasonable expenses of such mailing.

         Section 7.13.  No Obligations of Purchase Contract Agent.

         Except to the extent otherwise expressly provided in this Agreement,
the Purchase Contract Agent assumes no obligations and shall not be subject to
any liability under this Agreement, the Pledge Agreement or any Purchase
Contract in respect of the obligations of the Holder of any Security thereunder.
The Company agrees, and each Holder of a Certificate, by his or her acceptance
thereof, shall be deemed to have agreed, that the Purchase Contract Agent's
execution of the Certificates on behalf of the Holders shall be solely as agent
and attorney-in-fact for the Holders, and that the Purchase Contract Agent shall
have no obligation to perform such Purchase Contracts on behalf of the Holders,
except to the extent expressly provided in Article Five hereof. Anything
contained in this Agreement to the contrary notwithstanding, in no event shall
the Purchase Contract Agent or its officers, 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 lost profits,
whether or not the likelihood of such loss or damage was known to the Purchase
Contract Agent, incurred without any act or deed that is found to be
attributable to gross negligence or willful misconduct on the part of the
Purchase Contract Agent.

         Section 7.14.  Tax Compliance.

         (a) The Company and the Purchase Contract Agent will comply with all
applicable certification, information reporting and withholding (including
"backup" withholding) requirements imposed by applicable tax laws, regulations
or administrative practice with respect to (i) any payments made with respect to
the Securities or (ii) the issuance, delivery, holding, transfer, redemption or
exercise of rights under the Securities. Such compliance shall include, without
limitation, the preparation and timely filing of required returns and the timely
payment of all amounts required to be withheld to the appropriate taxing
authority or its designated agent.

         (b) The Purchase Contract Agent shall comply in accordance with the
terms hereof with any written direction received from the Company with respect
to the execution or certification of any required documentation and the
application of such requirements to particular payments or Holders or in other
particular circumstances, and may for purposes of this

                                       59
<PAGE>

Agreement conclusively rely on any such direction in accordance with the
provisions of Section 7.01(a)(2) hereof.

         (c) The Purchase Contract Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.

                                   ARTICLE 8
                            Supplemental Agreements

         Section 8.01.  Supplemental Agreements Without Consent of Holders.

         Without the consent of any Holders, the Company and the Purchase
Contract Agent, at any time and from time to time, may enter into one or more
agreements supplemental hereto, in form satisfactory to the Company and the
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 herein and in the Certificates;

               (2)  evidence and provide for the acceptance of appointment
         hereunder by a successor 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;

               (4)  make provision with respect to the rights of Holders
         pursuant to the requirements of Section 5.04(b); or

               (5)  except as provided for in Section 5.04, cure any ambiguity,
         correct or supplement any provisions herein which may be inconsistent
         with any other provisions herein, or make any other provisions with
         respect to such matters or questions arising under this Agreement,
         provided that such action shall not adversely affect the interests of
         the Holders.

         Section 8.02.  Supplemental Agreements with Consent of Holders.

         With the consent of the Holders of not less than a majority of the
outstanding Securities voting together as one class, by Act of said Holders
delivered to the Company and the Purchase

                                       60
<PAGE>

Contract Agent may enter into an agreement or agreements supplemental hereto for
the purpose of modifying in any manner the terms of the Purchase Contracts, or
the provisions of this Agreement or the rights of the Holders in respect of the
Securities; provided, however, that, except as contemplated herein, no such
supplemental agreement shall, without the unanimous consent of the Holders of
each outstanding Purchase Contract affected thereby,

          (1)  change any Payment Date;

          (2)  change the amount or the type of Collateral required to be
     Pledged to secure a Holder's obligations under the Purchase Contract,
     impair the right of the Holder of any Purchase Contract to receive
     distributions on the related Collateral (except for the rights of Holders
     of MEDS Units to substitute Treasury Securities for the Pledged Preferred
     Securities or Pledged Subordinated Deferrable Notes or the rights of
     Holders of Treasury MEDS Units to substitute Preferred Securities or
     Subordinated Deferrable Notes for the Pledged Treasury Securities) or
     otherwise adversely affect the Holder's rights in or to such Collateral or
     adversely alter the rights in or to such Collateral;

          (3)  impair the right to institute suit for the enforcement of any
     Purchase Contract;

          (4) reduce the number of shares of Common Stock to be purchased
     pursuant to any Purchase Contract, increase the price to purchase shares of
     Common Stock upon settlement of any Purchase Contract or change the
     Purchase Contract Settlement Date; or

          (5)  reduce the percentage of the outstanding Purchase Contracts the
     consent of whose Holders is required for any such supplemental agreement;

provided that if any amendment or proposal referred to above would adversely
affect only the MEDS Units or 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; and 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 (5) above.

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

     Section 8.03.  Execution of Supplemental Agreements.

     In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this

                                       61
<PAGE>

Agreement, the Purchase Contract Agent shall be provided, and (subject to
Section 7.01) shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel stating that the execution of such supplemental
agreement is authorized or permitted by this Agreement. The Purchase Contract
Agent may, but shall not be obligated to, enter into any such supplemental
agreement which affects the Purchase Contract Agent's own rights, duties or
immunities under this Agreement or otherwise.

     Section 8.04.  Effect of Supplemental Agreements.

     Upon the execution of any supplemental agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder, shall be bound thereby.

     Section 8.05.  Reference to Supplemental Agreements.

     Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any supplemental agreement pursuant to this Article may,
and shall if required by the Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract Agent as to any matter provided for in such
supplemental agreement. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Purchase Contract Agent and the
Company, to any such supplemental agreement may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by
the Purchase Contract Agent in exchange for outstanding Certificates.

                                   ARTICLE 9
             Consolidation, Merger, Conveyance, Transfer or Lease

     Section 9.01.  Covenant Not to Consolidate, Merge, Convey, Transfer or
Lease Property Except under Certain Conditions.

     The Company covenants that it will not consolidate with or merge into any
other corporation or convey, transfer or lease all or substantially all of its
properties and assets to any Person, unless:

          (i)  the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance or transfer,
     or which leases, all or substantially all of the Company's properties and
     assets shall be a corporation organized and existing under the laws of the
     United States of America or a State thereof or the District of Columbia and
     such corporation shall expressly assume all the obligations of

                                       62
<PAGE>

     the Company under the Purchase Contracts, this Agreement and the Pledge
     Agreement by one or more supplemental agreements in form reasonably
     satisfactory to the Purchase Contract Agent and the Collateral Agent,
     executed and delivered to the Purchase Contract Agent and the Collateral
     Agent by such corporation; and

          (ii) the Company or such successor corporation, as the case may be,
     shall not, immediately after such consolidation, merger, conveyance,
     transfer or lease, be in default in the performance of any covenant or
     condition hereunder, under any of the Securities or under the Pledge
     Agreement.

     Section 9.02.  Rights and Duties of Successor Corporation.

     In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.01, such successor
corporation shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of Heller Financial, Inc., any or all of the Certificates evidencing
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Purchase Contract Agent; and, upon the order of
such successor corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Agreement prescribed, the Purchase
Contract Agent shall authenticate and execute on behalf of the Holders and
deliver any Certificates which previously shall have been signed and delivered
by the officers of the Company to the Purchase Contract Agent for authentication
and execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

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

     Section 9.03.  Officers' Certificate and Opinion of Counsel Given to
Purchase Contract Agent.

     The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale, assignment,
transfer, lease or conveyance, and any such assumption, complies with the
provisions of this Article and that all conditions precedent to the consummation
of any such merger, consolidation, share exchange, sale, assignment, transfer,
lease or conveyance have been met.

                                       63
<PAGE>

                                  ARTICLE 10
                                   Covenants

     Section 10.01.  Performance under Purchase Contracts.

     The Company covenants and agrees for the benefit of the Holders from time
to time of the Securities that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

     Section 10.02.  Maintenance of Office or Agency.

     The Company will maintain in the Borough of Manhattan, New York City an
office or agency where Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement of the Purchase Contracts
on the Purchase Contract Settlement Date and for transfer of Collateral upon
occurrence of a Termination Event, where Certificates may be surrendered for
registration of transfer or exchange, for a Collateral Substitution or
reestablishment of MEDS Units and where notices and demands to or upon the
Company in respect of the Securities and this Agreement may be served. The
Company will give prompt written notice to the Purchase Contract Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Purchase Contract Agent with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Company hereby appoints the Purchase Contract
Agent as its agent to receive all such presentations, surrenders, notices and
demands.

     The Company may also from time to time designate one or more other offices
or agencies where Certificates may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, New York City for such purposes. The Company will give prompt written
notice to the Purchase Contract Agent of any such designation or rescission and
of any change in the location of any such other office or agency. The Company
hereby designates as the place of payment for the Securities the Corporate Trust
Office and appoints the Purchase Contract Agent at its Corporate Trust Office as
paying agent in such city.

     Section 10.03.  Company to Reserve Common Stock.

     The Company shall at all times prior to the Purchase Contract Settlement
Date reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock the full number of shares of Common Stock
issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Securities evidenced by Outstanding Certificates.

                                       64
<PAGE>

     Section 10.04.  Covenants as to Common Stock.

     The Company covenants that all shares of Common Stock which may be issued
against tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Securities will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable.

     Section 10.05.  Statements of Officers of the Company as to Default.

     The Company will deliver to the Purchase Contract Agent, within 120 days
after the end of each fiscal year of the Company (which as of the date hereof is
December 31) ending after the date hereof, an Officers' Certificate (one of the
signers of which shall be the principal executive officer, principal financial
officer or principal accounting officer of the Company), stating whether or not
to the knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions
hereof, and if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.

     Section 10.06.  ERISA.

     Each Holder from time to time of the Securities that is a Plan hereby
represents that its acquisition of the MEDS Units and the holding of the same
satisfies the applicable fiduciary requirements of ERISA and that it is entitled
to exemption relief from the prohibited transaction provisions of ERISA and the
Code in accordance with one or more prohibited transaction exemptions or
otherwise will not result in a nonexempt prohibited transaction.

     [SIGNATURES ON THE FOLLOWING PAGE]

                                       65
<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.


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        BNY MIDWEST TRUST COMPANY,
                                        as Purchase Contract Agent


                                        By:_____________________________________
                                           Name:
                                           Title:

                                       66
<PAGE>

                                                                       EXHIBIT A

                        FACE OF MEDS UNITS CERTIFICATE

     [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


No. ____                                                CUSIP No. ______________
Number of MEDS Units:______________

                            HELLER FINANCIAL, INC.
                                  HFI TRUST I
                                  MEDS UNITS

     This MEDS Units Certificate certifies that ___________________ is the
registered Holder of the number of MEDS Units set forth above. Each MEDS Unit
consists of (i) either (a) the beneficial ownership by the Holder of one
Preferred Security (the "Preferred Security") of HFI Trust I, a Delaware
statutory business trust (the "Trust"), having a stated liquidation amount of
$25, subject to the Pledge of such Preferred Security by such Holder pursuant to
the Pledge Agreement, or (b) upon the occurrence of a Tax Event Redemption prior
to the Purchase Contract Settlement Date, the appropriate Applicable Ownership
Interest (as specified in clause
<PAGE>

(A) of the definition of such term) of the Treasury Portfolio by such Holder
pursuant to the Pledge Agreement, and (ii) the rights and obligations of the
Holder under one Purchase Contract with Heller Financial, Inc., a Delaware
corporation (the "Company"). All capitalized terms used herein which are defined
in the Purchase Contract Agreement (as defined on the reverse hereof) have the
meaning set forth therein.

     Pursuant to the Pledge Agreement, the Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of each MEDS Unit evidenced hereby has been pledged to the
Collateral Agent, for the benefit of the Company, to secure the obligations of
the Holder under the Purchase Contract comprising part of such MEDS Unit.

     The Pledge Agreement provides that all payments of the liquidation amount
with respect to any of the Pledged Preferred Securities or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, or cash distributions
on any Pledged Preferred Securities (as defined in the Pledge Agreement) or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of the MEDS Units received by the Securities Intermediary
shall be paid by wire transfer in same day funds (i) in the case of (A) cash
distributions with respect to Pledged Preferred Securities or the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio, as the case may be, and (B) any payments
of the liquidation amount with respect to any Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, that
have been released from the Pledge pursuant to the Pledge Agreement, to the
Purchase Contract Agent to the account designated by the Purchase Contract
Agent, no later than 2:00 p.m., New York City time, on the Business Day such
payment is received by the Securities Intermediary (provided that in the event
such payment is received by the Securities Intermediary on a day that is not a
Business Day or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on the
next succeeding Business Day) and (ii) in the case of payments of the
liquidation amount with respect to any of the Pledged Preferred Securities or
the appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, to the Company on the
Purchase Contract Settlement Date (as described herein) in accordance with the
terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the MEDS Units of which such Pledged Preferred
Securities or the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be, are
a part under the Purchase Contracts forming a part of such MEDS Units.
Distributions on any Preferred Security or the appropriate Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) of the
Treasury Portfolio, as the case may be, forming part of a MEDS Unit evidenced
hereby, which are payable quarterly in arrears on ___________, ___________,
___________, and ___________ of each year, commencing ___________, 2001 (a
"Payment Date"), shall, subject to receipt thereof by the Purchase

                                      A-2
<PAGE>

Contract Agent from the Securities Intermediary, be paid to the Person in whose
name this MEDS Unit Certificate (or a Predecessor MEDS Unit Certificate) is
registered at the close of business on the Record Date for such Payment Date.

     Each Purchase Contract evidenced hereby obligates the Holder of this MEDS
Units Certificate to purchase, and the Company to sell, on __________, 2004 (the
"Purchase Contract Settlement Date"), at a price equal to $25 (the "Stated
Amount"), a number of shares of Class A Common Stock, $0.25 par value ("Common
Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the
Purchase Contract Settlement Date there shall have occurred a Termination Event
with respect to the MEDS Unit of which such Purchase Contract is a part, all as
provided in the Purchase Contract Agreement and more fully described on the
reverse hereof. The purchase price (the "Purchase Price") for the shares of
Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if
not paid earlier, shall be paid on the Purchase Contract Settlement Date by
application of payment received in respect of the liquidation amount with
respect to any Pledged Preferred Securities pursuant to the Remarketing or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, pledged
to secure the obligations under such Purchase Contract of the Holder of the MEDS
Unit of which such Purchase Contract is a part.

     Distributions on the Preferred Securities and the Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) will be
payable at the office of the Purchase Contract Agent in New York City or, at the
option of the Company, by check mailed to the address of the Person entitled
thereto as such address appears on the Security Register.

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

     Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this MEDS Units Certificate shall
not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.

                                      A-3
<PAGE>

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

                                        HELLER FINANCIAL, INC.


                                        By:_____________________________________
                                           Name:
                                           Title:


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


                                        By:  BNY MIDWEST TRUST COMPANY,
                                             not individually but solely as
                                             Attorney-in-Fact of such Holder

                                        By:_____________________________________
                                           Name:
                                           Title:

DATED:__________________


                                      A-4
<PAGE>

                         CERTIFICATE OF AUTHENTICATION
                          OF PURCHASE CONTRACT AGENT


     This is one of the MEDS Units Certificates referred to in the within
mentioned Purchase Contract Agreement.

                                        By:  BNY MIDWEST TRUST COMPANY,
                                             as Purchase Contract Agent

                                        By:_____________________________________
                                                   Authorized Signatory

Dated: ____________________

                                      A-5
<PAGE>

                  (FORM OF REVERSE OF MEDS UNITS CERTIFICATE)


     Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of __________, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and BNY Midwest
Trust Company, as Purchase Contract Agent (including its successors hereunder,
the "Purchase Contract Agent"), to which Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Purchase Contract Agent, the Company, and the Holders and of
the terms upon which the MEDS Units Certificates are, and are to be, executed
and delivered.

     Unless a Cash Settlement has occurred, each Purchase Contract evidenced
hereby obligates the Holder of this MEDS Units Certificate to purchase, and the
Company to sell, on the Purchase Contract Settlement Date at a price equal to
the Stated Amount (the "Purchase Price"), a number of shares of Common Stock
equal to the Settlement Rate, unless, prior to or on the Purchase Contract
Settlement Date, there shall have occurred a Termination Event with respect to
the Security of which such Purchase Contract is a part. The "Settlement Rate" is
equal to:

          (1) if the Applicable Market Value (as defined below) is greater than
     or equal to $______ (the "Threshold Appreciation Price"), ________ shares
     of Common Stock per Purchase Contract;

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $______ (the "Reference Price"), the
     number of shares of Common Stock per Purchase Contract having a value,
     based on the Applicable Market Value, equal to $25; and

          (3) if the Applicable Market Value is less than or equal to the
     Reference Price, ________ shares of Common Stock per Purchase Contract,

in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

     No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

     Each Purchase Contract evidenced hereby, which is settled through Cash
Settlement, shall obligate the Holder of the related MEDS Unit to purchase at
the Purchase Price, and the Company to sell, a number of shares of Common Stock
equal to the Settlement Rate.

     The "Applicable Market Value" means the average of the Closing Price per
share of

                                      A-6
<PAGE>

Common Stock on each of the 20 consecutive Trading Days ending on the third
Trading Day immediately preceding the Purchase Contract Settlement Date.

     The "Closing Price" per share of Common Stock on any date of determination
means:

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) per share on the New York Stock Exchange, Inc.
     (the "NYSE") on such date;

          (2) if Common Stock is not listed for trading on the NYSE on any such
     date, the closing sale price per share as reported in the composite
     transactions for the principal United States securities exchange on which
     Common Stock is so listed;

          (3) if Common Stock is not so listed on a United States national or
     regional securities exchange, the closing sale price per share as reported
     by The NASDAQ Stock Market, Inc.;

          (4) if Common Stock is not so reported, the last quoted bid price for
     Common Stock in the over-the-counter market as reported by the National
     Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices of Common Stock on such date from at least
     three nationally recognized independent investment banking firms retained
     for this purpose by the Company.

     A "Trading Day" means a day on which Common Stock (1) is not suspended from
trading on any national or regional securities exchange or association or over-
the-counter market at the close of business and (2) has traded at least once on
the national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of Common Stock.

     In accordance with the terms of the Purchase Contract Agreement, the Holder
of this MEDS Units Certificate may pay the Purchase Price for the shares of
Common Stock purchased pursuant to each Purchase Contract evidenced hereby by
effecting a Cash Settlement or from the proceeds of the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio or a Remarketing of the related Pledged Preferred Securities.
A Holder of MEDS Units who does not effect, on or prior to 11:00 a.m. (New York
City time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date (or in the event a Tax Event Redemption has occurred, the
Business Day prior to the Purchase Contract Settlement Date), an effective Cash
Settlement, shall pay the Purchase Price for the shares of Common Stock to be
delivered under the related Purchase Contract from the proceeds of the sale of
the related Pledged Preferred Securities held by the Collateral Agent. Such sale
will be made by the Remarketing Agent pursuant to the terms of the Remarketing
Agreement on the third Business Day prior to the Purchase Contract Settlement
Date. If, as

                                      A-7
<PAGE>

provided in the Purchase Contract Agreement, upon the occurrence of a Failed
Remarketing, the Collateral Agent, for the benefit of the Company, exercises its
rights as a secured creditor with respect to the Pledged Preferred Securities
related to this MEDS Units certificate, any accrued and unpaid distributions on
such Pledged Preferred Securities will become payable by the Company to the
holder of this MEDS Units Certificate in the manner provided for in the Purchase
Contract Agreement.

     The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased thereunder in the manner herein set
forth.

     Each Purchase Contract evidenced hereby and all obligations and rights of
the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Pledged Preferred
Security or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio forming a
part of each MEDS Unit from the Pledge. A MEDS Unit shall thereafter represent
the right to receive the Preferred Security or the appropriate Applicable
Ownership Interest of the Treasury Portfolio forming a part of such MEDS Unit in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

     Under the terms of the Pledge Agreement, the Purchase Contract Agent will
be entitled to exercise the voting and any other consensual rights pertaining to
the Pledged Preferred Securities. Upon receipt of notice of any meeting at which
holders of Preferred Securities are entitled to vote or upon the solicitation of
consents, waivers or proxies of holders of Preferred Securities, the Purchase
Contract Agent shall, as soon as practicable thereafter, mail to the MEDS Units
Holders a notice:

          (1) containing such information as is contained in the notice or
     solicitation;

          (2) stating that each MEDS Unit Holder on the record date set by the
     Purchase Contract Agent therefor (which, to the extent possible, shall be
     the same date as the record date for determining the holders of Preferred
     Securities entitled to vote) shall be entitled to instruct the Purchase
     Contract Agent as to the exercise of the voting rights pertaining to the
     Preferred Securities constituting a part of such Holder's MEDS Unit; and

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

Upon the written request of the MEDS Unit Holders on such record date, the
Purchase Contract

                                      A-8
<PAGE>

Agent shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number
of Preferred Securities as to which any particular voting instructions are
received. In the absence of specific instructions from the Holder of a MEDS
Unit, the Purchase Contract Agent shall abstain from voting the Preferred
Security evidenced by such MEDS Unit.

     Upon the dissolution and liquidation of the Trust, an aggregate principal
amount of the Subordinated Deferrable Notes constituting the assets of the Trust
and underlying the Preferred Securities equal to the aggregate liquidation
amount of the Pledged Preferred Securities shall be delivered to the Securities
Intermediary in exchange for the Pledged Preferred Securities. Thereafter, the
Subordinated Deferrable Notes shall be held by the Securities Intermediary to
secure the obligations of each Holder of MEDS Units to purchase shares of Common
Stock under the Purchase Contracts constituting a part of such MEDS Units.

     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, an
amount equal to the Liquidation Distribution shall be deposited in the
Collateral Account in exchange for the Pledged Preferred Securities. Thereafter,
pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause
the Securities Intermediary to apply an amount equal to the Redemption Amount of
such Liquidation Distribution to purchase on behalf of the Holders of MEDS Units
the Treasury Portfolio and promptly remit the remaining portion of such
Liquidation Distribution to the Purchase Contract Agent for payment to the
Holders of such MEDS Units. The Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio will be
substituted as Collateral for the Pledged Preferred Securities and will be held
by the Collateral Agent in accordance with the terms of the Pledge Agreement to
secure the obligation of each Holder of a MEDS Unit to purchase the Common Stock
of the Company under the Purchase Contract constituting a part of such MEDS
Unit.

     Following the dissolution and liquidation of the Trust, the Holders and the
Collateral Agent shall have such security interests, rights and obligations with
respect to the Subordinated Deferrable Notes or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, as the Holders and the Collateral Agent
had in respect of the Pledged Preferred Securities, any reference herein to the
Preferred Securities shall be deemed to be a reference to the Subordinated
Deferrable Notes or the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, as the case may
be, and any reference herein to the liquidation amount of the Preferred
Securities shall be deemed to be a reference to the principal amount of the
Subordinated Deferrable Notes or the Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be.

     Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount plus any
accumulated and unpaid

                                      A-9
<PAGE>

distributions payable on the Tax Event Redemption Date with respect to the
Applicable Principal Amount shall be deposited in the Collateral Account in
exchange for the Pledged Preferred Securities. Thereafter, pursuant to the terms
of the Pledge Agreement, the Collateral Agent shall cause the Securities
Intermediary to apply an amount equal to the Redemption Amount of such funds to
purchase on behalf of the Holders of MEDS Units, the Treasury Portfolio and
promptly (a) transfer the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio to the Collateral
Account to secure the obligations of each Holder of MEDS Units to purchase
shares of Common Stock under the Purchase Contracts constituting a part of such
MEDS Units, (b) 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 the benefit of the Holders of such MEDS Units and
(C) remit the remaining portion of such funds to the Purchase Contract Agent for
payment to the Holders of such MEDS Units.

     Following the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, the Holders of MEDS Units and the Collateral Agent
shall have such security interest rights and obligations with respect to the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio as the Holder of MEDS Units and the
Collateral Agent had in respect of the Preferred Securities or Subordinated
Deferrable Notes, as the case may be, subject to the Pledge thereof as provided
in the Pledge Agreement and any reference herein to the Preferred Securities
shall be deemed to be a reference to such Treasury Portfolio.

     The MEDS Certificates are issuable only in registered form and only in
denominations of a single MEDS Unit and any integral multiple thereof. The
transfer of any MEDS Units Certificate will be registered and MEDS Units
Certificates may be exchanged as provided in the Purchase Contract Agreement.
The Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents permitted by the Purchase
Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Purchase Contract
Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute a Treasury Security for Preferred Securities, thereby creating
Treasury MEDS Units, shall be responsible for any fees or expenses payable in
connection therewith. Except as provided in the Purchase Contract Agreement, for
so long as the Purchase Contract underlying a MEDS Unit remains in effect, such
MEDS Unit shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such MEDS Unit in respect of the Preferred
Securities and Purchase Contract constituting such MEDS Unit may be transferred
and exchanged only as a MEDS Unit.

     The Holder of MEDS Units may substitute for the Pledged Preferred
Securities securing such Holder's obligations under the related Purchase
Contracts Treasury Securities in an aggregate principal amount equal to the
aggregate liquidation amount of the Pledged Preferred Securities in accordance
with the terms of the Purchase Contract Agreement and the Pledge

                                     A-10
<PAGE>

Agreement. From and after such Collateral Substitution, each Security for which
such Pledged Treasury Securities secures the Holder's obligation under the
Purchase Contract shall be referred to as a "Treasury MEDS Unit". A Holder may
make such Collateral Substitution only in integral multiples of 40 MEDS Units
for 40 Treasury MEDS Units.

     A Holder of Treasury MEDS Units may recreate MEDS Units by delivering to
the Securities Intermediary Preferred Securities with an aggregate liquidation
amount equal to the aggregate principal amount at maturity of the Pledged
Treasury Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. A Holder may recreate MEDS Units only in integral
multiples of 40 Treasury MEDS Units for 40 MEDS Units.

     If a Tax Event Redemption has occurred, a MEDS Unit Holder may not create
Treasury MEDS Units, and a Treasury MEDS Unit Holder may not recreate a
MEDS Unit.

     The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Purchase Contract Agent
or the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Security
Register. Upon and after the occurrence of a Termination Event, the Collateral
Agent shall release the Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as the case may be, from the Pledge in accordance
with the provisions of the Pledge Agreement.

     Upon registration of transfer of this MEDS Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this MEDS Units Certificate. The Company covenants and agrees, and
the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound
by the provisions of this paragraph.

     The Holder of this MEDS Units Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the MEDS Units evidenced hereby on its behalf
as its attorney-in-fact, expressly withholds any consent to the assumption
(i.e., affirmance) of the Purchase Contracts by the Company or its trustee in
the event that the Company becomes the subject of a case under the Bankruptcy
Code, agrees to be bound by the terms and provisions thereof, covenants and
agrees to perform his obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract

                                     A-11
<PAGE>

Agreement, authorizes the Purchase Contract Agent to enter into and perform the
Purchase Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
underlying this MEDS Units Certificate pursuant to the Pledge Agreement. The
Holder further covenants and agrees that, to the extent and in the manner
provided in the Purchase Contract Agreement and the Pledge Agreement, but
subject to the terms thereof, payments in respect to the aggregate liquidation
amount of the Pledged Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as the case may be, on the Purchase Contract
Settlement Date shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

     Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

     The Purchase Contracts shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to conflicts of laws
principles thereof.

     The Company, the Purchase Contract Agent and its Affiliates and any agent
of the Company or the Purchase Contract Agent may treat the Person in whose name
this MEDS Units Certificate is registered as the owner of the MEDS Units
evidenced hereby for the purpose of receiving payments of distributions payable
quarterly on the Preferred Securities, performance of the Purchase Contracts and
for all other purposes whatsoever, whether or not any payments in respect
thereof be overdue and notwithstanding any notice to the contrary, and neither
the Company, the Purchase Contract Agent nor any such agent shall be affected by
notice to the contrary.

     The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

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

                                     A-12
<PAGE>

                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                     as tenants in common
UNIF GIFT MIN ACT:           ___________________ Custodian ___________________
                                   (cust)                        (minor)
                             Under Uniform Gifts to Minors Act of  __________

                             ___________________________________________________

TENANT:                      as tenants by the entireties

JT TEN:                      as joint tenants with right of survivorship and not
                             as tenants in common

Additional abbreviations may also be used though not in the above list.

                          ___________________________


      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                               transfer(s) unto

--------------------------------------------------------------------------------
 (Please insert Social Security or Taxpayer I.D. or other Identifying Number
                                 of Assignee)

________________________________________________________________________________
 (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within MEDS Units Certificates and all rights thereunder, hereby irrevocably
constituting and appointing attorney __________________, to transfer said MEDS
Units Certificates on the books of Heller Financial, Inc., and HFI Trust I with
full power of substitution in the premises.

Dated:__________________________        Signature_______________________________

                                        NOTICE: The signature to this assignment
                                        must correspond with name as it appears
                                        upon the face of the within MEDS Units
                                        Certificates in every particular,
                                        without alteration or enlargement or any
                                        change whatsoever.

        Signature Guarantee: ________________________________________

                                     A-13
<PAGE>

                            SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of MEDS Units evidenced by
this MEDS Units Certificate be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned at
the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated:_____________________________        _____________________________________
                                           Signature

                                           Signature Guarantee:_________________
                                           (if assigned to another person)


If shares are to be registered in
the name of and delivered to a             REGISTERED HOLDER
Person other than the Holder,
please (i) print such Person's             Please print name and address
name and address and (ii)                  of Registered Holder:
provide a guarantee of your
signature:

___________________________________        _____________________________________
Name                                       Name


___________________________________        _____________________________________
Address                                    Address

___________________________________        _____________________________________
___________________________________        _____________________________________
___________________________________        _____________________________________

Social Security or other
Taxpayer Identification
Number, if any                             _____________________________________

                                     A-14
<PAGE>

Transfer Instructions for Pledged Preferred Securities or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, transferable
upon a Termination Event:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                     A-15
<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


The following increases or decreases in this Global Certificate have been made:

<TABLE>
<CAPTION>
============================================================================================================================
                                                                            Number of MEDS
                         Amount of increase in   Amount of decrease in    Units evidenced by
                            Number of MEDS          Number of MEDS      this Global Certificate   Signature of authorized
                        Units evidenced by the  Units evidenced by the      following such        signatory of Trustee or
Date                      Global Certificate      Global Certificate     decrease or increase      Securities Custodian
<S>                     <C>                     <C>                     <C>                       <C>
----------------------------------------------------------------------------------------------------------------------------

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</TABLE>

                                     A-16
<PAGE>

                                                                       EXHIBIT B

                       FACE OF TREASURY MEDS CERTIFICATE


     [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. ____                                               CUSIP No. ______________
Number of Treasury MEDS Units:___________

                            HELLER FINANCIAL, INC.
                                  HFI TRUST I
                              TREASURY MEDS UNITS

     This Treasury MEDS Units Certificate certifies that __________________ is
the registered Holder of the number of Treasury MEDS Units set forth above. Each
Treasury MEDS Unit consists of (i) a 1/40 undivided beneficial ownership
interest of a Treasury Security having a principal amount at maturity equal to
$1,000, subject to the Pledge of such Treasury Security by such Holder pursuant
to the Pledge Agreement, and (ii) the rights and obligations of the Holder under
one Purchase Contract with Heller Financial, Inc., a Delaware corporation (the
"Company"). All capitalized terms used herein which are defined in the Purchase
Contract
<PAGE>

Agreement (as defined on the reverse hereof) have the meaning set forth therein.

     Pursuant to the Pledge Agreement, the Treasury Securities constituting part
of each Treasury MEDS Unit evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising part of such Treasury MEDS Unit. Each
Purchase Contract evidenced hereby obligates the Holder of this Treasury MEDS
Units Certificate to purchase, and the Company, to sell, on __________, 2004, at
a price equal to $25 (the "Stated Amount"), a number of shares of Class A Common
Stock, $0.25 par value ("Common Stock"), of the Company, equal to the Settlement
Rate, unless prior to or on the Purchase Contract Settlement Date there shall
have occurred a Termination Event with respect to the Treasury MEDS Unit of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of the proceeds from the
Treasury Securities at maturity pledged to secure the obligations of the Holder
under such Purchase Contract of the Treasury MEDS Unit of which such Purchase
Contract is a part.

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

     Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this Treasury MEDS Units
Certificate shall not be entitled to any benefit under the Pledge Agreement or
the Purchase Contract Agreement or be valid or obligatory for any purpose.

                                      B-2
<PAGE>

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

                                        HELLER FINANCIAL, INC.


                                        By:_____________________________________
                                           Name:
                                           Title:


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


                                        By:  BNY MIDWEST TRUST COMPANY,
                                             not individually but solely as
                                             Attorney-in-Fact of such Holder

                                        By:_____________________________________
                                           Name:
                                           Title:

Dated:_____________________

                                      B-3
<PAGE>

                       CERTIFICATE OF AUTHENTICATION OF
                            PURCHASE CONTRACT AGENT


     This is one of the Treasury MEDS Units referred to in the within-mentioned
Purchase Contract Agreement.

                                         By:  BNY MIDWEST TRUST COMPANY,
                                              as Purchase Contract Agent

                                              By: ______________________________
                                                   Authorized Signatory
Dated:_________________

                                      B-4
<PAGE>

                 (REVERSE OF TREASURY MEDS UNITS CERTIFICATE)

     Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of __________, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement") between the Company and BNY Midwest
Trust Company, as Purchase Contract Agent (including its successors thereunder,
herein called the "Purchase Contract Agent"), to which the Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Purchase Contract Agent, the Company and the
Holders and of the terms upon which the Treasury MEDS Units Certificates are,
and are to be, executed and delivered.

     Unless a Cash Settlement has occurred, each Purchase Contract evidenced
hereby obligates the Holder of this Treasury MEDS Units Certificate to purchase,
and the Company to sell, on the Purchase Contract Settlement Date at a price
equal to the Stated Amount (the "Purchase Price") a number of shares of Common
Stock equal to the Settlement Rate, unless prior to the Purchase Contract
Settlement Date, there shall have occurred a Termination Event with respect to
the Security of which such Purchase Contract is a part. The "Settlement Rate" is
equal to:

          (1) if the Applicable Market Value (as defined below) is greater than
     or equal to $______ (the "Threshold Appreciation Price"), ________ shares
     of Common Stock per Purchase Contract;

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $______ (the "Reference Price"), the
     number of shares of Common Stock per Purchase Contract having a value,
     based on the Applicable Market Value, equal to $25; and

          (3) if the Applicable Market Value is less than or equal to the
     Reference Price, then ________ shares of Common Stock per Purchase
     Contract,

     in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

     No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

     Each Purchase Contract evidenced hereby, which is settled through Cash
Settlement, shall obligate the Holder of the related Treasury MEDS Unit to
purchase at the Purchase Price for cash, and the Company to sell, a number of
shares of Common Stock equal to the Settlement Rate.

                                      B-5
<PAGE>

     The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

     The "Closing Price" per share of Common Stock on any date of determination
means the:

          (1) closing sale price (or, if no closing price is reported, the last
     reported sale price) per share on the New York Stock Exchange, Inc. (the
     "NYSE") on such date;

          (2) if the Common Stock is not listed for trading on the NYSE on any
     such date, the closing sale price per share as reported in the composite
     transactions for the principal United States securities exchange on which
     the Common Stock is so listed;

          (3) if the Common Stock is not so listed on a United States national
     or regional securities exchange, the closing sale price per share as
     reported by The NASDAQ Stock Market, Inc.;

          (4) if the Common Stock is not so reported, the last quoted bid price
     for the Common Stock in the over-the-counter market as reported by the
     National Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices of the Common Stock on such date from at
     least three nationally recognized independent investment banking firms
     retained for this purpose by the Company.

     A "Trading Day" means a day on which the Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or over-the-
counter market that is the primary market for the trading of the Common Stock.

     In accordance with the terms of the Purchase Contract Agreement, the Holder
of this Treasury MEDS Unit shall pay the Purchase Price for the shares of the
Common Stock purchased pursuant to each Purchase Contract evidenced hereby
either by effecting a Cash Settlement of each such Purchase Contract or by
applying a principal amount of the Pledged Treasury Securities underlying such
Holder's Treasury MEDS Unit equal to the Stated Amount of such Purchase Contract
to the purchase of the Common Stock. A Holder of Treasury MEDS Unit who does not
effect, prior to or on 11:00 a.m. (New York City time) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date, an effective Cash
Settlement, shall pay the Purchase Price for the shares of Common Stock to be
issued under the related Purchase Contract from the proceeds of the Pledged
Treasury Securities.

                                      B-6
<PAGE>

     The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased thereunder in the manner herein set
forth.

     Each Purchase Contract evidenced hereby and all obligations and rights of
the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Pledged Treasury
Securities (as defined in the Pledge Agreement) forming a part of each Treasury
MEDS Unit. A Treasury MEDS Unit shall thereafter represent the right to receive
the interest in the Treasury Security forming a part of such Treasury MEDS Unit,
in accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

     The Treasury MEDS Units Certificates are issuable only in registered form
and only in denominations of a single Treasury MEDS and any integral multiple
thereof. The transfer of any Treasury MEDS Certificate will be registered and
Treasury MEDS Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Security Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Purchase Contract
Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute Preferred Securities or Subordinated Deferrable Notes, for Treasury
Securities, thereby recreating MEDS Units, shall be responsible for any fees or
expenses associated therewith. Except as provided in the Purchase Contract
Agreement, for so long as the Purchase Contract underlying a Treasury MEDS Unit
remains in effect, such Treasury MEDS Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Treasury
MEDS Unit in respect of the Treasury Security and the Purchase Contract
constituting such Treasury MEDS Unit may be transferred and exchanged only as a
Treasury MEDS Unit.

     A Holder of Treasury MEDS Units may recreate MEDS Units by delivering to
the Securities Intermediary Preferred Securities with an aggregate liquidation
amount, or Subordinated Deferrable Notes with an aggregate principal amount,
equal to the aggregate principal amount at maturity of the Pledged Treasury
Securities in exchange for the release of such Pledged Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement. From and after such substitution, the Holder's Security shall be
referred to as a "MEDS Unit". Any such creation of MEDS Units may be effected
only in multiples of 40 Treasury MEDS Units for 40 MEDS Units.

     A Holder of MEDS Units may recreate Treasury MEDS Units by delivering to
the Securities Intermediary Treasury Securities in an aggregate principal amount
equal to the

                                      B-7
<PAGE>

aggregate liquidation amount of the Pledged Preferred Securities or the
aggregate principal amount at maturity of the Pledged Subordinated Deferrable
Notes, as the case may be, in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. Any such recreation of Treasury MEDS Units
may be effected only in multiples of 40 MEDS Units for 40 Treasury MEDS Units.

     If a Tax Event Redemption has occurred, a Treasury MEDS Unit Holder may not
recreate MEDS Units, and a MEDS Unit Holder may not create a Treasury MEDS Unit.

     The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Purchase Contract Agent
or the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Security
Register. Upon and after the occurrence of a Termination Event, the Collateral
Agent shall release the Treasury Securities from the Pledge in accordance with
the provisions of the Pledge Agreement. A Treasury MEDS Unit shall thereafter
represent the right to receive the interest in the Treasury Security forming a
part of such Treasury MEDS Unit, in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement.

     Upon registration of transfer of this Treasury MEDS Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Treasury MEDS Units Certificate. The Company covenants and
agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees,
to be bound by the provisions of this paragraph.

     The Holder of this Treasury MEDS Units Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Treasury MEDS Units evidenced
hereby on its behalf as its attorney-in-fact, expressly withholds any consent to
the assumption (i.e., affirmance) of the Purchase Contracts by the Company or
its trustee in the event that the Company becomes the subject of a case under
the Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities underlying this Treasury MEDS
Units Certificate pursuant to the Pledge Agreement. The Holder further covenants
and agrees, that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge

                                      B-8
<PAGE>

Agreement, but subject to the terms thereof, payments in respect to the
aggregate principal amount of the Pledged Treasury Securities on the Purchase
Contract Settlement Date shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

     Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

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

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

     The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

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

                                      B-9
<PAGE>

                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                   as tenants in common

UNIF GIFT MIN ACT:         _____________________ Custodian _____________________
                                  (cust)                          (minor)
                           Under Uniform Gifts to Minors Act of ________________

                           _____________________________________________________

TENANT:                    as tenants by the entireties

JT TEN:                    as joint tenants with right of survivorship and not
                           as tenants in common

Additional abbreviations may also be used though not in the above list.

                          ___________________________


      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                               transfer(s) unto

--------------------------------------------------------------------------------
 (Please insert Social Security or Taxpayer I.D. or other Identifying Number
                                 of Assignee)

 _______________________________________________________________________________
 (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within MEDS Units Certificates and all rights thereunder, hereby irrevocably
constituting and appointing attorney __________________, to transfer said MEDS
Units Certificates on the books of Heller Financial, Inc., and HFI Trust I with
full power of substitution in the premises.

Dated: ____________________________         ____________________________________
                                            Signature

                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as it appears upon the face of
                                            the within MEDS Units Certificates
                                            in every particular, without
                                            alteration or enlargement or any
                                            change whatsoever.

         Signature Guarantee: ______________________________

                                     B-10
<PAGE>

                            SETTLEMENT INSTRUCTIONS


     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Treasury MEDS Units
evidenced by this Treasury MEDS Units Certificate be registered in the name of,
and delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.


Dated: ______________________________       ____________________________________
                                            Signature
                                            Signature Guarantee:________________
                                            (if assigned to another person)


If shares are to be registered in the
name of and delivered to a Person           REGISTERED HOLDER
other than the Holder, please (i)
print such Person's name and address        Please print name and address of
and (ii) provide a guarantee of your        Registered Holder:
signature:

_____________________________________       ____________________________________
Name                                        Name


_____________________________________       ____________________________________
Address                                     Address


_____________________________________       ____________________________________
_____________________________________       ____________________________________
_____________________________________       ____________________________________


Social Security or other
Taxpayer Identification

Number, if any                              ____________________________________

                                     B-11
<PAGE>

Transfer Instructions for Pledged Treasury Securities Transferable Upon or a
Termination Event:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                     B-12
<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

<TABLE>
<CAPTION>
=======================================================================================================================

                                                                        Number of Treasury
                       Amount of increase in   Amount of decrease in        MEDS Units
                        Number of Treasury      Number of Treasury       evidenced by this
                            MEDS Units              MEDS Units          Global Certificate    Signature of authorized
                         evidenced by the        evidenced by the         following such      signatory of Trustee or
Date                    Global Certificate      Global Certificate     decrease or increase   Securities Custodian
<S>                    <C>                     <C>                     <C>                    <C>
-----------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     B-13
<PAGE>

                                                                       EXHIBIT C

                    INSTRUCTION TO PURCHASE CONTRACT AGENT

BNY Midwest Trust Company
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Department

     Re: [_______ MEDS Units] [_______ Treasury MEDS Units] of Heller Financial,
Inc., a Delaware corporation (the "Company") and HFI Trust I.

     The undersigned Holder hereby notifies you that it has delivered to Wells
Fargo Bank Minnesota, N.A., as Securities Intermediary, for credit to the
Collateral Account, $______ aggregate [principal] [liquidation] amount of
[Preferred Securities] [Subordinated Deferrable Notes] [Treasury Securities] in
exchange for the [Pledged Preferred Securities] [Pledged Subordinated Deferrable
Notes] [Pledged Treasury Securities] held in the Collateral Account, in
accordance with the Pledge Agreement, dated as of __________, 2001 (the "Pledge
Agreement"; unless otherwise defined herein, terms defined in the Pledge
Agreement are used herein as defined therein), between you, the Company, the
Collateral Agent and the Securities Intermediary. The undersigned Holder has
paid all applicable fees relating to such exchange. The undersigned Holder
hereby instructs you to instruct the Collateral Agent to release to you on
behalf of the undersigned Holder the [Pledged Preferred Securities] [Pledged
Subordinated Deferrable Notes] [Pledged Treasury Securities] related to such
[MEDS Units] [Treasury MEDS Units].

Date: ______________________________        ____________________________________
                                            Signature

                                Signature Guarantee: ___________________________
<PAGE>

Please print name and address of Registered Holder:

_________________________________         ______________________________________
Name                                      Social Security or other Taxpayer
                                          Identification Number, if any

Address

_________________________________

_________________________________

_________________________________

_________________________________

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                      NOTICE FROM PURCHASE CONTRACT AGENT
                                  TO HOLDERS
        (Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]

_______________________________

_______________________________
Attention:
Telecopy: ___________

          Re:  [__________ MEDS Units] [______ Treasury MEDS Units] of Heller
               Financial, Inc., a Delaware corporation (the "Company") and HFI
               Trust I

     Please refer to the Purchase Contract Agreement, dated as of __________,
2001 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of MEDS Units and Treasury MEDS Units from time
to time.

     We hereby notify you that a Termination Event has occurred and that [the
Subordinated Deferrable Notes][the Treasury Securities] underlying your
ownership interest in _____ [MEDS Units] [Treasury MEDS Units] have been
released and are being held by us for your account pending receipt of transfer
instructions with respect to such [Subordinated Deferrable Notes][Treasury
Securities] (the "Released Securities").

     Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [MEDS
Units][Treasury MEDS Units] effected through book-entry or by delivery to us of
your [MEDS Units Certificate][Treasury MEDS Units Certificate], we shall
transfer the Released Securities by book-entry transfer or other appropriate
procedures, in accordance with your instructions. In the event you fail to
effect such transfer or delivery, the Released Securities and any distributions
thereon, shall be held in our name, or a nominee in trust for your benefit,
until such time as such [MEDS Units][Treasury MEDS Units] are transferred or
your [MEDS Units Certificate] [Treasury MEDS Units Certificate] is surrendered
or satisfactory evidence is provided that such [MEDS Units Certificate][Treasury
MEDS Units Certificate] has been destroyed, lost or stolen, together with any
indemnification that we or the Company may require.
<PAGE>

Date:                                           By: BNY MIDWEST TRUST COMPANY


                                                ________________________________
                                                Name:
                                                Title:  Authorized Signatory

                                      D-1
<PAGE>

                                                                       EXHIBIT E

                           NOTICE TO SETTLE BY CASH

BNY Midwest Trust Company
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Department

         Re:   [_______ MEDS Units] [Treasury MEDS Units] of Heller Financial,
               Inc., a Delaware corporation (the "Company") and HFI Trust I

     The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.02 of the Purchase Contract Agreement, dated as of __________, 2001
(the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, prior to
or on 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date (in lawful money of the United
States by certified or cashiers' check or wire transfer, in immediately
available funds), $______ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company under the related Purchase Contracts on
the Purchase Contract Settlement Date. The undersigned Holder hereby instructs
you to notify promptly the Collateral Agent of the undersigned Holders' election
to make such cash settlement with respect to the Purchase Contracts related to
such Holder's [MEDS Units] [Treasury MEDS Units].

Date: _______________________________        ___________________________________
                                             Signature


                                             Signature Guarantee:_______________


Please print name and address of Registered Holder:

                                      E-1
<PAGE>

                                                                       EXHIBIT F

                      NOTICE FROM PURCHASE CONTRACT AGENT
                   TO COLLATERAL AGENT AND PROPERTY TRUSTEE
             (Settlement of Purchase Contract through Remarketing)

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
Sixth & Marquette
MAC N9303-110
Minneapolis, Minnesota 55479
Attention: CMG-Heller Financial
Telecopy: (617) 667-2160

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., a Delaware
                  corporation (the "Company") and HFI Trust I

     Please refer to the Purchase Contract Agreement, dated as of __________,
2001 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the Holders of MEDS Units from time to time.

     In accordance with Section 5.02 of the Purchase Contract Agreement and,
based on instructions and Cash Settlements received from Holders of MEDS Units
as of 11:00 a.m. (New York City time), the fifth Business Day preceding the
Purchase Contract Settlement Date, we hereby notify you that ______ [Preferred
Securities] [Subordinated Deferrable Notes] are to be tendered for purchase in
the Remarketing.

Date:                                            By: BNY MIDWEST TRUST COMPANY


                                                 _______________________________
                                                 Name:
                                                 Title:  Authorized Signatory

                                      F-1