EXHIBIT 4.5



                        THE WILLIAMS COMPANIES, INC.

                                    and

  JPMorgan Chase Bank, as Collateral Agent, Custodial Agent and Securities
                                Intermediary

                                    and

              JPMorgan Chase Bank, as Purchase Contract Agent



                              PLEDGE AGREEMENT


                        Dated as of January 14, 2002



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                                         TABLE OF CONTENTS

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                                                                                             PAGE

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ARTICLE 1
         DEFINITIONS
         SECTION 1.01.  Definitions.............................................................2

ARTICLE 2
         PLEDGE
         SECTION 2.01.  Pledge..................................................................7
         SECTION 2.02.  Control; Financing Statement............................................7
         SECTION 2.03.  Termination.............................................................7

ARTICLE 3
         DISTRIBUTIONS ON PLEDGED COLLATERAL
         SECTION 3.01.  Income Distributions....................................................8
         SECTION 3.02.  Principal Payments Following Termination Event..........................8
         SECTION 3.03.  Principal Payments Prior to or on Purchase Contract
                          Settlement Date.......................................................8
         SECTION 3.04.  Payments to Purchase Contract Agent.....................................9
         SECTION 3.05.  Assets Not Properly Released............................................9

ARTICLE 4
         CONTROL
         SECTION 4.01.  Establishment of Collateral Account.....................................9
         SECTION 4.02.  Treatment as Financial Assets..........................................10
         SECTION 4.03.  Sole Control by Collateral Agent.......................................10
         SECTION 4.04.  Securities Intermediary's Location.....................................10
         SECTION 4.05.  No Other Claims........................................................11
         SECTION 4.06.  Investment and Release.................................................11
         SECTION 4.07.  Statements and Confirmations...........................................11
         SECTION 4.08.  Tax Allocations........................................................11
         SECTION 4.09.  No Other Agreements....................................................11
         SECTION 4.10.  Powers Coupled with an Interest........................................11

ARTICLE 5
         INITIAL DEPOSIT; ESTABLISHMENT OF GROWTH PACS AND
         REESTABLISHMENT OF INCOME PACS
         SECTION 5.01.  Initial Deposit of Notes...............................................12
         SECTION 5.02.  Establishment of Growth PACS...........................................12
         SECTION 5.03.  Reestablishment of Income PACS.........................................14
         SECTION 5.04.  Termination Event......................................................15
         SECTION 5.05.  Cash Settlement........................................................17
         SECTION 5.06.  Early Settlement upon a Cash Merger....................................19
         SECTION 5.07.  Application of Proceeds in Settlement of Purchase
                          Contracts............................................................19
         SECTION 5.08.  Tax Event Redemption...................................................22

ARTICLE 6
         VOTING RIGHTS - PLEDGED NOTES
         SECTION 6.01.  Voting Rights..........................................................22

ARTICLE 7
         RIGHTS AND REMEDIES
         SECTION 7.01.  Rights and Remedies of the Collateral Agent............................23
         SECTION 7.02.  Tax Event Redemption...................................................24
         SECTION 7.03.  Initial Remarketing....................................................25
         SECTION 7.04.  Substitutions..........................................................25

ARTICLE 8
         REPRESENTATIONS AND WARRANTIES; COVENANTS
         SECTION 8.01.  Representations and Warranties.........................................25
         SECTION 8.02.  Covenants..............................................................26

ARTICLE 9
         THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES
         INTERMEDIARY
         SECTION 9.01.  Appointment, Powers and Immunities.....................................27
         SECTION 9.02.  Instructions of the Company............................................28
         SECTION 9.03.  Reliance by Collateral Agent and Securities Intermediary...............28
         SECTION 9.04.  Rights in Other Capacities.............................................29
         SECTION 9.05.  Non-Reliance on Collateral Agent, the Custodial Agent
                          and Securities Intermediary..........................................29
         SECTION 9.06.  Compensation and Indemnity.............................................29
         SECTION 9.07.  Failure to Act.........................................................30
         SECTION 9.08.  Resignation of Collateral Agent, the Custodial Agent and
                          Securities Intermediary..............................................31
         SECTION 9.09.  Right to Appoint Agent or Advisor......................................32
         SECTION 9.10.  Survival...............................................................33
         SECTION 9.11.  Exculpation............................................................33

ARTICLE 10
         AMENDMENT
         SECTION 10.01.  Amendment Without Consent of Holders..................................33
         SECTION 10.02.  Amendment with Consent of Holders.....................................34
         SECTION 10.03.  Execution of Amendments...............................................35
         SECTION 10.04.  Effect of Amendments..................................................35
         SECTION 10.05.  Reference of Amendments...............................................35

ARTICLE 11
         MISCELLANEOUS
         SECTION 11.01.  No Waiver.............................................................35
         SECTION 11.02.  Governing Law; Submission to Jurisdiction.............................36
         SECTION 11.03.  Notices...............................................................36
         SECTION 11.04.  Successors and Assigns................................................36
         SECTION 11.05.  Counterparts..........................................................37
         SECTION 11.06.  Severability..........................................................37
         SECTION 11.07.  Expenses, Etc.........................................................37
         SECTION 11.08.  Security Interest Absolute............................................38
         SECTION 11.09.  Notice of Tax Event, Tax Event Redemption and
                           Termination Event...................................................38


Exhibit A -        Instruction from Purchase Contract Agent to Collateral Agent
                     (Establishment of Growth PACS)
Exhibit B -       Instruction from Collateral Agent to Securities Intermediary
                    (Establishment of Growth PACS)
Exhibit C -       Instruction from Purchase Contract Agent to Collateral Agent
                    (Reestablishment of Income PACS)
Exhibit D -       Instruction from Collateral Agent to Securities Intermediary
                    (Reestablishment of Income PACS)
Exhibit E -       Notice of Cash Settlement from Securities Intermediary to
                  Purchase Contract Agent (Cash Settlement Amounts)

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                              PLEDGE AGREEMENT


         PLEDGE AGREEMENT, dated as of January 14, 2002, among THE WILLIAMS
COMPANIES, INC., a Delaware corporation (the "Company"), JPMorgan Chase
Bank, a New York banking corporation, as collateral agent (in such
capacity, together with its successors in such capacity, the "Collateral
Agent"), as custodial agent (in such capacity, together with its successors
in such capacity, the "Custodial Agent"), as securities intermediary with
respect to the Collateral Account (in such capacity, together with its
successors in such capacity, the "Securities Intermediary"), and JPMorgan
Chase Bank, a New York banking corporation, as purchase contract agent and
as attorney-in-fact of the Holders from time to time of the Securities (as
defined in the Purchase Contract Agreement) (in such capacity, together
with its successors in such capacity, the "Purchase Contract Agent") under
the Purchase Contract Agreement.

                                  RECITALS

         The Company and the Purchase Contract Agent are parties to the
Purchase Contract Agreement dated as of the date hereof (as modified and
supplemented and in effect from time to time, the "Purchase Contract
Agreement"), pursuant to which 40,000,000 Income PACS (as defined herein)
will be issued (46,000,000 Income PACS if the over-allotment option granted
in the Underwriting Agreement (as defined herein) is exercised in full).

         Each Income PACS, at issuance, consists of a unit comprised of (a)
a stock purchase contract (a "Purchase Contract") under which the Holder
will purchase from the Company on the Purchase Contract Settlement Date,
for an amount equal to $25 (the "Stated Amount"), a number of shares of The
Williams Companies, Inc. common stock, par value $1.00 ("Common Stock"),
equal to the Settlement Rate and (b) either beneficial ownership of a Note
(as defined below) or an Applicable Ownership Interest in the Treasury
Portfolio (as defined below).

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

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


                                 ARTICLE 1
                                DEFINITIONS

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

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

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

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

         (d) the following terms have the meanings assigned to them in the
Purchase Contract Agreement: "Act", "Affiliate", "Applicable Ownership
Interest", "Bankruptcy Code", "Board Resolution", "Business Day", "Cash
Merger", "Cash Settlement", "Certificate", "Early Settlement", "Early
Settlement Date", "Failed Initial Remarketing", "Failed Secondary
Remarketing","Growth PACS", "Holder", "Income PACS", "Initial Remarketing",
"Initial Remarketing Date", " Notes", "Officers' Certificate", "Opinion of
Counsel", "Outstanding Securities", "Purchase Contract", "Purchase Contract
Settlement Date", "Purchase Price", "Quotation Agent", "Redemption Amount",
"Remarketing Agent", "Remarketing Agreement", "Remarketing Fee", "Secondary
Remarketing", "Security", "Settlement Rate", "Successful Initial
Remarketing", "Tax Event", "Tax Event Redemption", "Tax Event Redemption
Date", "Termination Event", "Treasury Portfolio", "Treasury Portfolio
Purchase Price" and "Underwriting Agreement"; and

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

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

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

         "Collateral" means the collective reference to:

          (i) all investment property and other financial assets from time
         to time credited to the Collateral Account, including, without
         limitation, (A) the Notes and security entitlements relating
         thereto that are a component of the Income PACS from time to time,
         (B) the Applicable Ownership Interests (as specified in Clause (A)
         of the definition of such term) of the Holders with respect to the
         Treasury Portfolio which are a component of the Income PACS from
         time to time; (C) any Treasury Securities and security
         entitlements relating thereto delivered from time to time upon
         establishment of Growth PACS in accordance with Section 5.02
         hereof and (E) payments made by Holders pursuant to Section 5.05
         hereof;

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

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

         "Collateral Account" means the securities account of JPMorgan
Chase Bank, as Collateral Agent, maintained by the Securities Intermediary
and designated "JPMorgan Chase Bank, as Collateral Agent of The Williams
Companies, Inc., as pledgee of JPMorgan Chase Bank, as the Purchase
Contract Agent on behalf of and as attorney-in-fact for the Holders".

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

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

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

         "Income PACS" means the collective rights and obligations of a
Holder of an Income PACS Certificate in respect of a Note 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.

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

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

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

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

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

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

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

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

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

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

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

         "Pledged Applicable Ownership Interests" means the Applicable
Ownership Interests (as specified in clause (A) of the definition thereof)
of the Holders with respect to the Treasury Portfolio from time to time
credited to the Collateral Account and not then released from the Pledge.

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

         "Pledged Securities" means the Pledged Notes, the Pledged
Applicable Ownership Interest or the Pledged Treasury Securities,
collectively.

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

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

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

         "Separate Notes" means Notes which are not components of Income
PACS.

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

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

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

         "Treasury Securities" means zero-coupon U.S. treasury securities
(CUSIP No. 912820BM8) which mature on February 15, 2005.

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

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


                                 ARTICLE 2
                                   PLEDGE

         SECTION 2.01. Pledge. Each Holder, acting through the Purchase
Contract Agent as such Holder's attorney-in-fact, and the Purchase Contract
Agent, acting as such attorney-in-fact, hereby pledges and grants to the
Collateral Agent, as agent of and for the benefit of the Company, a
continuing first priority security interest in and to, and a lien upon and
right of set-off against, all of such Person's right, title and interest in
and to the Collateral to secure the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations. The Collateral Agent shall have all of the
rights, remedies and recourses with respect to the Collateral afforded a
secured party by the UCC, in addition to, and not in limitation of, the
other rights, remedies and recourses afforded to the Collateral Agent by
this Agreement.

         SECTION 2.02. Control; Financing Statement.

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

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

         SECTION 2.03. Termination. As to each Holder, this Agreement and
the Pledge created hereby shall terminate upon the satisfaction of such
Holder's Obligations. Upon such termination, the Collateral Agent shall
Transfer such Holder's portion of the Collateral to the Purchase Contract
Agent for distribution to such Holder in accordance with his interest, free
and clear of any lien, pledge or security interest created hereby.


                                 ARTICLE 3
                    DISTRIBUTIONS ON PLEDGED COLLATERAL

         SECTION 3.01. Income Distributions. All income distributions
received by the Collateral Agent on account of the Pledged Notes, the
Pledged Applicable Ownership Interests (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio or Permitted Investments
from time to time held in the Collateral Account shall be distributed to
the Purchase Contract Agent (ABA No. 021000021, A/C No. 161352.1, Re: The
Williams Companies, Inc.) for the benefit of the applicable Holders as
provided in the Purchase Contracts or Purchase Contract Agreement.

         SECTION 3.02. Principal Payments Following Termination Event. All
payments received by the Collateral Agent following a Termination Event of
(1) the aggregate principal amount of the Pledged Notes or securities
entitlements thereto, or (2) the Applicable Ownership Interests (as
specified in clause (A) of the definition thereof) of the aggregate
principal amount of the Treasury Portfolio, or (3) the principal amount of
the Pledged Treasury Securities, shall be distributed to the Purchase
Contract Agent for the benefit of the applicable Holders for distribution
to such Holders in accordance with their respective interests.

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

         (a) Subject to the provisions of Sections 5.06, 5.08 and 7.03, and
except as provided in clause 3.03(b) below, if no Termination Event shall
have occurred, all payments received by the Collateral Agent of (1) the
aggregate principal amount with respect to the Pledged Notes or security
entitlements with respect thereto, (2) the Applicable Ownership Interests
(as specified in clause (A) of the definition thereof) of the aggregate
principal amount of the Treasury Portfolio or (3) the principal amount of
Pledged Treasury Securities, shall be held and invested in Permitted
Investments until the Purchase Contract Settlement Date and on the Purchase
Contract Settlement Date distributed to the Company as provided in Section
5.07 hereof. Any balance remaining in the Collateral Account shall be
distributed to the Purchase Contract Agent for the benefit of the
applicable Holders for distribution to such Holders in accordance with
their respective interests. The Company shall instruct the Collateral Agent
as to the type of Permitted Investments in which any payments made under
this Section shall be invested, provided, however, that if the Company
fails to deliver such instructions by 10:30 a.m. (New York City time), the
Collateral Agent shall invest such payments in the Permitted Investments
described in clause (6) of the definition of Permitted Investments.

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

         SECTION 3.04. Payments to Purchase Contract Agent. The Collateral
Agent shall use all commercially reasonable efforts to deliver payments to
the Purchase Contract Agent hereunder to the account designated by the
Purchase Contract Agent for such purpose not later than 12:00 p.m. (New
York City time) on the Business Day such payment is received by the
Collateral Agent; provided, however, that if such payment is received on a
day that is not a Business Day or after 11:00 a.m. (New York City time) on
a Business Day, then the Collateral Agent shall use all commercially
reasonable efforts to deliver such payment no later than 10:30 a.m. (New
York City time) on the next succeeding Business Day.

         SECTION 3.05. Assets Not Properly Released. If the Purchase
Contract Agent or any Holder shall receive any principal payments on
account of financial assets credited to the Collateral Account and not
released therefrom in accordance with this Agreement, the Purchase Contract
Agent or such Holder shall hold the same as trustee of an express trust for
the benefit of the Company and, upon receipt of an Officers' Certificate of
the Company so directing, promptly deliver the same to the Collateral Agent
for credit to the Collateral Account or to the Company for application to
the Obligations of the Holders, and the Purchase Contract Agent and Holders
shall acquire no right, title or interest in any such payments of principal
amounts so received.


                                 ARTICLE 4
                                  CONTROL

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

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

         (b) the Collateral Account is a securities account;

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

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

         (e) all securities or other property underlying any financial
assets credited to the Collateral Account shall be registered in the name
of the Purchase Contract Agent and indorsed to the Collateral Agent or in
blank, registered in the name of the Collateral Agent or credited to
another securities account maintained in the name of the Collateral
Account.

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

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

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

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

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

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

         SECTION 4.08. Tax Allocations. The Purchase Contract Agent shall
file with the Internal Revenue Service and deliver to the Holders Forms
1099 (or successor or comparable forms), to the extent required by law,
with respect to payments received by the Holders. Neither the Securities
Intermediary nor the Collateral Agent shall have any tax reporting duties
hereunder.

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

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


                                 ARTICLE 5
    INITIAL DEPOSIT; ESTABLISHMENT OF GROWTH PACS AND REESTABLISHMENT OF
                                INCOME PACS

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

         (b) Prior to any Event of Default, the Collateral Agent agrees to
hold any Notes or security interests relating thereto, constituting a
portion of the Collateral registered in the name of the Purchase Contract
Agent with appropriate indorsement in the form delivered to it and shall
not re-register such Notes or security interests relating thereto prior to
an Event of Default.

         SECTION 5.02. Establishment of Growth PACS.

         (a) So long as the Treasury Portfolio has not replaced the Notes
as a component of the Income PACS as a result of a Successful Initial
Remarketing or a Tax Event Redemption, at any time prior to or on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date, a
Holder of Income PACS shall have the right to establish or reestablish
Growth PACS by substitution of Treasury Securities or security entitlements
with respect thereto for the Pledged Notes comprising a part of such
Holder's Income PACS in integral multiples of 40 Income PACS by:

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

                  (ii) delivering the related Income PACS to the Purchase
         Contract Agent.

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

         (b) If the Treasury Portfolio has replaced the Notes as a
component of the Income PACS as a result of a Successful Initial
Remarketing or a Tax Event Redemption, at any time prior to or on the
second Business Day immediately preceding the Purchase Contract Settlement
Date, a Holder of Income PACS shall have the right to establish or
reestablish Growth PACS by substitution of Treasury Securities or security
entitlements with respect thereto for the Applicable Ownership Interests
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio comprising a part of such Holder's Income PACS in integral
multiples of 32,000 Income PACS by:

                  (i) Transferring to the Collateral Agent for credit to
         the Collateral Account Treasury Securities or security
         entitlements with respect thereto having a Value equal to the
         Value of the Applicable Ownership Interests (as specified in
         clause (A) of the definition of such term) of the Treasury
         Portfolio to be released, accompanied by a notice, substantially
         in the form of Exhibit C to the Purchase Contract Agreement,
         whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit A
         hereto, (A) stating that such Holder has Transferred Treasury
         Securities or security entitlements with respect thereto to the
         Collateral Agent for credit to the Collateral Account, (B) stating
         the Value of the Treasury Securities or security entitlements with
         respect thereto Transferred by such Holder and (C) requesting that
         the Collateral Agent release from the Pledge the Pledged
         Applicable Ownership Interests that are a component of such Income
         PACS; and

                  (ii) delivering the related Income PACS to the Purchase
         Contract Agent.

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

         (c) Upon credit to the Collateral Account of Treasury Securities
or security entitlements with respect thereto delivered by a Holder of
Income PACS and receipt of the related instruction from the Collateral
Agent, the Securities Intermediary shall release such Pledged Applicable
Ownership Interests and shall promptly transfer the same to the Purchase
Contract Agent for distribution to such Holder, free and clear of any lien,
pledge or security interest created hereby.

         SECTION 5.03. Reestablishment of Income PACS.

         (a) So long as the Treasury Portfolio has not replaced the Notes
as a component of the Income PACS as a result of a Successful Initial
Remarketing or a Tax Event Redemption, at any time on or prior to the fifth
Business Day immediately preceding the Purchase Contract Settlement Date, a
Holder of Growth PACS shall have the right to reestablish Income PACS by
substitution of Notes or security entitlements with respect thereto for
Pledged Treasury Securities in integral multiples of 40 Growth PACS by:

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

                  (ii) delivering the related Growth PACS to the Purchase
         Contract Agent.

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

         (b) If the Treasury Portfolio has replaced the Notes as a
component of the Income PACS as a result of a Successful Initial
Remarketing or a Tax Event Redemption, at any time prior to or on the
second Business Day immediately preceding the Purchase Contract Settlement
Date, a holder of a Growth PACS shall have the right to reestablish an
Income PACS by substitution of Treasury Securities or security entitlements
with respect thereto for the Applicable Ownership Interests (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio
comprising a part of such Holder's Growth PACS in integral multiples of
32,000 Growth PACS by:

         (i) Transferring to the Collateral Agent for credit to the
Collateral Account Applicable Ownership Interests (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio having a
Value equal to the Treasury Securities or security entitlements with
respect thereto to be released, accompanied by a notice, substantially in
the form of Exhibit C to the Purchase Contract Agreement, whereupon the
Purchase Contract Agent shall deliver to the Collateral Agent a notice,
substantially in the form of Exhibit C hereto, (A) stating that such Holder
has Transferred Applicable Ownership Interests (as specified in clause (A)
of the definition of such term) of the Treasury Portfolio to the Collateral
Agent for credit to the Collateral Account, (B) stating the Value of the
Applicable Ownership Interests (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio Transferred by such
Holder and (C) requesting that the Collateral Agent release from the Pledge
the Treasury Securities or security entitlements with respect thereto that
are a component of such Growth PACS; and

         (ii) delivering the related Growth PACS to the Purchase Contract
Agent.

         Upon receipt of such notice and confirmation that the Applicable
Ownership Interests (as specified in clause (A) of the definition of such
term) of the Treasury Portfolio have been credited to the Collateral
Account as described in such notice, the Collateral Agent shall instruct
the Securities Intermediary by a notice, substantially in the form of
Exhibit D hereto, to release the Treasury Securities or security
entitlements with respect thereto from the Pledge by Transfer to the
Purchase Contract Agent for distribution to such Holder, free and clear of
any lien, pledge or security interest created hereby.

         SECTION 5.04. Termination Event.

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

                  (i) any Pledged Notes or security entitlements with
         respect thereto or Pledged Applicable Ownership Interests (if the
         Treasury Portfolio has become a component of the Income PACS as a
         result of a Successful Initial Remarketing or a Tax Event
         Redemption);

                  (ii) any Pledged Treasury Securities, and

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

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

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

                  (i) use its best efforts to obtain an opinion of a
         nationally recognized law firm reasonably acceptable to the
         Collateral Agent to the effect that, as a result of the Company's
         being the debtor in such a bankruptcy case, the Collateral Agent
         will not be prohibited from releasing or Transferring the
         Collateral as provided in this Section 5.04, and shall deliver
         such opinion to the Collateral Agent within ten days after the
         occurrence of such Termination Event, and if (A) the Purchase
         Contract Agent shall be unable to obtain such opinion within ten
         days after the occurrence of such Termination Event or (B) the
         Collateral Agent shall continue, after delivery of such opinion,
         to refuse to effectuate the release and Transfer of all Pledged
         Notes, Applicable Ownership Interests (as specified in clause (A)
         of the definition of such term) of the Treasury Portfolio, the
         Pledged Treasury Securities, the payments by Holders (or the
         Permitted Investments of such payments) pursuant to Section 5.05
         hereof or the Proceeds of any of the foregoing, as the case may
         be, as provided in this Section 5.04, then the Purchase Contract
         Agent shall within fifteen days after the occurrence of such
         Termination Event commence an action or proceeding in the court
         having jurisdiction of the Company's case under the Bankruptcy
         Code seeking an order requiring the Collateral Agent to effectuate
         the release and transfer of all Pledged Notes, Applicable
         Ownership Interests (as specified in clause (A) of the definition
         of such term) of the Treasury Portfolio, the Pledged Treasury
         Securities, or the payments by Holders (or the Permitted
         Investments of such payments) pursuant to Section 5.05 hereof, or
         as the case may be, as provided by this Section 5.04; or

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

         SECTION 5.05. Cash Settlement.

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

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

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

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

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

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

         (b) If a Holder of Income PACS (unless a Tax Event Redemption or a
Successful Initial Remarketing shall have occurred) (i) fails to notify the
Purchase Contract Agent of its intention to make a Cash Settlement as
provided in paragraph 5.02(b)(i) of the Purchase Contract Agreement, such
Holder shall be deemed to have consented to the disposition of such
Holder's Pledged Notes in accordance with paragraph 5.02(b)(iii) of the
Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent
of its intention to pay the Purchase Price in cash, but fails to make such
payment as required by paragraph 5.02(b)(ii) of the Purchase Contract
Agreement, such Holder shall be deemed to have consented to the disposition
of such Holder's Pledged Notes in accordance with paragraph 5.02(d) of the
Purchase Contract Agreement.

         (c) If a Holder of a Growth PACS or a Holder of Income PACS (if a
Tax Event Redemption or a Successful Initial Remarketing shall have
occurred) (i) fails to notify the Purchase Contract Agent of its intention
to make a Cash Settlement as provided in paragraph 5.02(e)(i) of the
Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent
as provided in paragraph 5.02(e)(ii) of the Purchase Contract Agreement of
its intention to pay the Purchase Price in cash, but fails to make such
payment as required by paragraph 5.02(e)(ii) of the Purchase Contract
Agreement, such Holder shall be deemed to have elected to pay the Purchase
Price in accordance with paragraph 5.02(e)(iii) of the Purchase Contract
Agreement.

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

         SECTION 5.06. Early Settlement upon a Cash Merger. Upon receipt by
the Collateral Agent of a notice from the Purchase Contract Agent that a
Holder of Securities has elected to effect Early Settlement of its
obligations under the Purchase Contracts forming a part of such Securities
in accordance with the terms of the Purchase Contracts and Section
5.04(b)(2) of the Purchase Contract Agreement (which notice shall set forth
the number of such Purchase Contracts as to which such Holder has elected
to effect Early Settlement), and that the Purchase Contract Agent has
received from such Holder, and paid to the Company as confirmed in writing
by the Company, the related Purchase Price pursuant to the terms of the
Purchase Contracts and the Purchase Contract Agreement and that all
conditions to such Early Settlement have been satisfied, then the
Collateral Agent shall release from the Pledge, (1) Pledged Notes or the
appropriate Applicable Ownership Interests (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio in the case of a
Holder of Income PACS or (2) Pledged Treasury Securities, in the case of a
Holder of Growth PACS, in each case with a Value equal to the product of
(x) the Stated Amount times (y) the number of Purchase Contracts as to
which such Holder has elected to effect Early Settlement, and shall
instruct the Securities Intermediary to Transfer all such Pledged
Applicable Ownership Interests or Pledged Notes or Pledged Treasury
Securities, as the case may be, to the Purchase Contract Agent for the
benefit of such Holder, in each case free and clear of the Pledge created
hereby, for distribution to such Holder. A Growth PACS holder may settle
early only in integral multiples of 40 Purchase Contracts and an Income
PACS holder, if a Tax Event Redemption or a Successful Initial Remarketing
has occurred, may settle early only in integral multiples of 32,000
Purchase Contracts.

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

         (a) If a Holder of Income PACS (unless a Successful Initial
Remarketing or a Tax Event Redemption has occurred) has not elected to make
an effective Cash Settlement by notifying the Purchase Contract Agent in
the manner provided for in Section 5.02(b)(i) of the Purchase Contract
Agreement, such Holder shall be deemed to have elected to pay for the
shares of Common Stock to be issued under such Purchase Contracts from the
Proceeds of the remarketing of the related Pledged Notes. Upon written
notice of such event from the Purchase Contract Agent, the Collateral Agent
shall instruct the Securities Intermediary to Transfer the related Pledged
Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged
Notes, the Remarketing Agent, pursuant to the terms of the Remarketing
Agreement, will use reasonable efforts to remarket such Pledged Notes. The
Remarketing Agent will deposit the Proceeds of such Secondary Remarketing
(less, to the extent permitted by the Remarketing Agreement, the
Remarketing Fee) in the Collateral Account, and the Collateral Agent shall
invest the Proceeds of the remarketing in Permitted Investments set forth
in clause (6) of the definition of Permitted Investments. On the Purchase
Contract Settlement Date, the Purchase Contract Agent shall give written
direction to the Collateral Agent specifying the instruction the Collateral
Agent shall give to the Securities Intermediary in order to apply a portion
of the Proceeds from such remarketing equal to the aggregate principal
amount of such Pledged Notes to satisfy in full such Holder's obligations
to pay the Purchase Price to purchase the shares of Common Stock under the
related Purchase Contracts and the balance of the Proceeds from the
remarketing, if any, that shall be transferred to the Purchase Contract
Agent for the benefit of such Holder for distribution to such Holder.

         If (i) the Remarketing Agent advises the Collateral Agent in
writing that there has been a Failed Secondary Remarketing or (ii) a Holder
of Income PACS has given notice of its intention to make a Cash Settlement
in the manner provided for in Section 5.02(b)(i) of the Purchase Contract
Agreement, but failed to deliver the required cash prior to 11:00 a.m. (New
York City time) on the Business Day immediately preceding the Purchase
Contract Settlement Date, thus, in each case, resulting in an event of
default under the Purchase Contract Agreement and hereunder, the Collateral
Agent, for the benefit of the Company shall, at the written direction of
the Company, exercise its rights as a secured party with respect to the
Pledged Notes and use commercially reasonable efforts to dispose of the
Pledged Notes in accordance with applicable law and apply the proceeds from
such disposition in full satisfaction of such Holder's obligations to pay
the Purchase Price for the shares of Common Stock.

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

         (c) Under the Remarketing Agreement and subject to the terms of
any supplemental remarketing agreement, on or prior to 11:00 a.m. (New York
City time) on the second Business Day immediately preceding the Initial
Remarketing Date or the Secondary Remarketing Date, as applicable, but no
earlier than the Payment Date immediately preceding the date, Holders of
Separate Notes may elect to have their Separate Notes remarketed by
delivering their Separate Notes, along with a notice of such election,
substantially in the form of Exhibit F hereto, to the Custodial Agent. The
Custodial Agent shall hold Separate Notes in an account separate from the
Collateral Account in which the Pledged Securities shall be held. Holders
of Notes electing to have their Separate Notes remarketed will also have
the right to withdraw that election by written notice to the Custodial
Agent, substantially in the form of Exhibit G hereto, on or prior to the
second Business Day immediately preceding the Initial Remarketing Date or
the Secondary Remarketing Date, as applicable, upon which notice the
Custodial Agent shall return such Separate Notes to such Holder.

         On the Business Day immediately preceding Initial Remarketing Date
or the Secondary Remarketing Date, as applicable, the Custodial Agent shall
notify the Remarketing Agent of the aggregate principal amount of the
Separate Notes to be remarketed and will deliver to the Remarketing Agent
for remarketing all Separate Notes delivered to the Custodial Agent
pursuant to this Section 5.07(c) and not withdrawn pursuant to the terms
hereof prior to such date. After deducting the Remarketing Fee to the
extent permitted under the terms of the Remarketing Agreement, the
Remarketing Agent will remit to the Custodial Agent the remaining portion
of the proceeds of such Remarketing for the benefit of such Holders. In the
event of a Failed Initial Remarketing or a Failed Secondary Remarketing,
the Remarketing Agent will promptly return such Separate Notes to the
Custodial Agent for redelivery to such Holders.

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


                                 ARTICLE 6
                       VOTING RIGHTS - PLEDGED NOTES

         SECTION 6.01. Voting Rights. The Purchase Contract Agent may
exercise, or refrain from exercising, any and all voting and other
consensual rights pertaining to the Pledged Notes or any part thereof for
any purpose not inconsistent with the terms of this Agreement and in
accordance with the terms of the Purchase Contract Agreement; provided,
that the Purchase Contract Agent shall not exercise or shall not refrain
from exercising such right, as the case may be, if, in the judgment of the
Purchase Contract Agent, such action would impair or otherwise have a
material adverse effect on the value of all or any of the Pledged Notes;
and provided, further, that the Purchase Contract Agent shall give the
Company and the Collateral Agent at least five Business Days' prior written
notice of the manner in which it intends to exercise, or its reasons for
refraining from exercising, any such right. Upon receipt of any notices and
other communications in respect of any Pledged Notes, including notice of
any meeting at which holders of the Notes are entitled to vote or
solicitation of consents, waivers or proxies of holders of the Notes, the
Collateral Agent shall use reasonable efforts to send promptly to the
Purchase Contract Agent such notice or communication, and as soon as
reasonably practicable after receipt of a written request therefor from the
Purchase Contract Agent, execute and deliver to the Purchase Contract Agent
such proxies and other instruments in respect of such Pledged Notes (in
form and substance satisfactory to the Collateral Agent) as are prepared by
the Purchase Contract Agent with respect to the Pledged Notes.


                                 ARTICLE 7
                            RIGHTS AND REMEDIES

         SECTION 7.01. Rights and Remedies of the Collateral Agent.

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

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

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

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

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

         SECTION 7.03. Initial Remarketing. The Collateral Agent shall, by
11:00 a.m., New York City time, on the Business Day immediately preceding
the Initial Remarketing Date, without any instruction from any Holder of
Income PACS, present the related Pledged Notes to the Remarketing Agent for
remarketing. Upon receiving such Pledged Notes, the Remarketing Agent,
pursuant to the terms of the Remarketing Agreement, will use its reasonable
efforts to remarket such Pledged Notes on the Initial Remarketing Date at a
price of approximately 100.5% (but not less than 100%) of the Treasury
Portfolio Purchase Price. After deduction as the Remarketing Fee of an
amount not exceeding 25 basis points (.25%) of the Treasury Portfolio
Purchase Price from any amount of such Proceeds in excess of the Treasury
Portfolio Purchase Price, the Remarketing Agent will remit the entire
amount of the Proceeds of such remarketing to the Collateral Agent on or
prior to 12:00 p.m., New York City time, by check or wire transfer in
immediately available funds at such place and at such account as may be
designated by the Collateral Agent in exchange for the Pledged Notes. In
the event the Collateral Agent receives such Proceeds, the Collateral Agent
will, at the written direction of the Company, apply an amount equal to the
Treasury Portfolio Purchase Price to purchase from the Quotation Agent the
Treasury Portfolio and promptly remit the remaining portion of such
Proceeds to the Purchase Contract Agent for payment to the Holders of
Income PACS. The Collateral Agent shall Transfer the Treasury Portfolio to
the Collateral Account to secure the obligation of all Holders of Income
PACS to purchase Common Stock of the Company under the Purchase Contracts
constituting a part of such Income PACS, in substitution for the Pledged
Notes, which shall be released from the Collateral Account. In the event of
a Failed Initial Remarketing, the Notes presented to the Remarketing Agent
pursuant to this Section 7.03 for Remarketing shall be redeposited into the
Collateral Account.

         SECTION 7.04. Substitutions. Whenever a Holder has the right to
substitute Treasury Securities, Notes or security entitlements for any of
them or the appropriate Applicable Ownership Interests of the Treasury
Portfolio, as the case may be, for financial assets held in the Collateral
Account, such substitution shall not constitute a novation of the security
interest created hereby.


                                 ARTICLE 8
                 REPRESENTATIONS AND WARRANTIES; COVENANTS

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

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

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

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

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

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

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

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


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

         It is hereby agreed as follows:

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

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

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

         (c) not be required to initiate or conduct any litigation or
collection proceedings hereunder (except pursuant to directions furnished
under Section 9.02 hereof, subject to Section 9.06 hereof);

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

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

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

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

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

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

         SECTION 9.04. Rights in Other Capacities. The Collateral Agent,
the Custodial Agent and the Securities Intermediary and their affiliates
may (without having to account therefor to the Company) accept deposits
from, lend money to, make their investments in and generally engage in any
kind of banking, trust or other business with the Purchase Contract Agent,
any other Person interested herein and any Holder of Securities (and any of
their respective subsidiaries or affiliates) as if it were not acting as
the Collateral Agent, the Custodial Agent or the Securities Intermediary,
as the case may be, and the Collateral Agent, the Custodial Agent, the
Securities Intermediary and their affiliates may accept fees and other
consideration from the Purchase Contract Agent and any Holder of Securities
without having to account for the same to the Company; provided that each
of the Securities Intermediary, the Custodial Agent and the Collateral
Agent covenants and agrees with the Company that it shall not accept,
receive or permit there to be created in favor of itself and shall take no
affirmative action to permit there to be created in favor of any other
Person, any security interest, lien or other encumbrance of any kind in or
upon the Collateral other than the lien created by the Pledge.

         SECTION 9.05. Non-Reliance on Collateral Agent, the Custodial
Agent and Securities Intermediary. None of the Securities Intermediary, the
Custodial Agent or the Collateral Agent shall be required to keep itself
informed as to the performance or observance by the Purchase Contract Agent
or any Holder of Securities of this Agreement, the Purchase Contract
Agreement, the Securities or any other document referred to or provided for
herein or therein or to inspect the properties or books of the Purchase
Contract Agent or any Holder of Securities. None of the Collateral Agent,
the Custodial Agent or the Securities Intermediary shall have any duty or
responsibility to provide the Company with any credit or other information
concerning the affairs, financial condition or business of the Purchase
Contract Agent or any Holder of Securities (or any of their respective
affiliates) that may come into the possession of the Collateral Agent, the
Custodial Agent or the Securities Intermediary or any of their respective
affiliates.

         SECTION 9.06. Compensation and Indemnity. The Company agrees to:

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

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

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

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

         SECTION 9.07. Failure to Act. In the event of any ambiguity in the
provisions of this Agreement or any dispute between or conflicting claims
by or among the parties hereto or any other Person with respect to any
funds or property deposited hereunder, then at its sole option, each of the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall
be entitled, after prompt notice to the Company and the Purchase Contract
Agent, to refuse to comply with any and all claims, demands or instructions
with respect to such property or funds so long as such dispute or conflict
shall continue, and the Collateral Agent, the Custodial Agent and the
Securities Intermediary shall not be or become liable in any way to any of
the parties hereto for its failure or refusal to comply with such
conflicting claims, demands or instructions. The Collateral Agent, the
Custodial Agent and the Securities Intermediary shall be entitled to refuse
to act until either:

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

         (b) the Collateral Agent, the Custodial Agent or the Securities
Intermediary shall have received security or an indemnity satisfactory to
it sufficient to save it harmless from and against any and all loss,
liability or reasonable out-of-pocket expense which it may incur by reason
of its acting. The Collateral Agent, the Custodial Agent and the Securities
Intermediary may in addition elect to commence an interpleader action or
seek other judicial relief or orders as the Collateral Agent, the Custodial
Agent or the Securities Intermediary may deem necessary. Notwithstanding
anything contained herein to the contrary, none of the Collateral Agent,
the Custodial Agent or the Securities Intermediary shall be required to
take any action that is in its opinion contrary to law or to the terms of
this Agreement, or which would in its opinion subject it or any of its
officers, employees or directors to liability.

         SECTION 9.08. Resignation of Collateral Agent, the Custodial Agent
and Securities Intermediary.

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

                  (i) if the Collateral Agent, the Custodial Agent or the
         Securities Intermediary is the same Person and the Purchase
         Contract Agent and an event of default occurs under the Purchase
         Contract Agreement or this Agreement, except an event of default
         as a result of (x) a Failed Secondary Remarketing or (y) the event
         referred to in clause (ii) of the second paragraph of Section
         5.07(a) hereof, the Collateral Agent, the Custodial Agent or the
         Securities Intermediary shall resign immediately;

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

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

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

The Purchase Contract Agent shall promptly notify the Company of any
removal of the Collateral Agent, the Custodial Agent or the Securities
Intermediary pursuant to clause (iv) of this Section 9.08(a). Upon any such
resignation or removal, the Company shall have the right to appoint a
successor Collateral Agent, Custodial Agent or Securities Intermediary, as
the case may be, which, in the case of a resignation pursuant to clause (i)
of this Section 9.08(a), shall not be an Affiliate of the Purchase Contract
Agent. If no successor Collateral Agent, Custodial Agent or Securities
Intermediary shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Collateral Agent's, Custodial
Agent's or Securities Intermediary's giving of notice of resignation or the
Company's or the Purchase Contract Agent's giving notice of such removal,
then the retiring Collateral Agent, Custodial Agent or Securities
Intermediary may petition any court of competent jurisdiction for the
appointment of a successor Collateral Agent, Custodial Agent or Securities
Intermediary. The Collateral Agent, the Custodial Agent and the Securities
Intermediary shall each be a bank or a national banking association which
has an office (or an agency office) in New York City with a combined
capital and surplus of at least $50,000,000. Upon the acceptance of any
appointment as Collateral Agent, Custodial Agent or Securities Intermediary
hereunder by a successor Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, such successor Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, shall
thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, and the retiring Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be,
shall take all appropriate action, subject to payment of any amounts owed
to it hereunder, to transfer any money and property held by it hereunder
(including the Collateral) to such successor. The retiring Collateral
Agent, Custodial Agent or Securities Intermediary shall, upon such
succession, be discharged from its duties and obligations as Collateral
Agent, Custodial Agent or Securities Intermediary hereunder. After any
retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's
resignation hereunder as Collateral Agent, Custodial Agent or Securities
Intermediary, the provisions of this Article 9 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Collateral Agent, Custodial Agent or Securities
Intermediary. Any resignation or removal of the Collateral Agent, Custodial
Agent or Securities Intermediary hereunder, at a time when such Person is
acting as the Collateral Agent, Custodial Agent or Securities Intermediary,
shall be deemed for all purposes of this Agreement as the simultaneous
resignation or removal of the Collateral Agent, Securities Intermediary or
Custodial Agent, as the case may be.

         SECTION 9.09. Right to Appoint Agent or Advisor. The Collateral
Agent shall have the right to appoint agents or advisors in connection with
any of its duties hereunder, and the Collateral Agent shall not be liable
for any action taken or omitted by, or in reliance upon the advice of, such
agents or advisors selected in good faith. The appointment of agents
pursuant to this Section 9.09 shall be subject to prior written consent of
the Company, which consent shall not be unreasonably withheld.

         SECTION 9.10. Survival. The provisions of this Article 9 shall
survive termination of this Agreement and the resignation or removal of the
Collateral Agent, the Custodial Agent or the Securities Intermediary.

         SECTION 9.11. Exculpation. Anything contained in this Agreement to
the contrary notwithstanding, in no event shall the Collateral Agent, the
Custodial Agent or the Securities Intermediary or their officers,
directors, employees or agents be liable under this Agreement to any third
party for indirect, special, punitive, or consequential loss or damage of
any kind whatsoever, including, but not limited to, lost profits, whether
or not the likelihood of such loss or damage was known to the Collateral
Agent, the Custodial Agent or the Securities Intermediary, or any of them
and regardless of the form of action.


                                 ARTICLE 10
                                 AMENDMENT

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

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

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

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

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

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

         (a) change the amount or type of Collateral underlying a Security
(except for the rights of holders of Income PACS to substitute the Treasury
Securities for the Pledged Notes or the Pledged Applicable Ownership
Interest, as the case may be, or the rights of Holders of Growth PACS to
substitute Notes or the Applicable Ownership Interest (as specified in
clause (A) of such term) of the Treasury Portfolio, as applicable, for the
Pledged Treasury Securities), impair the right of the Holder of any
Security to receive distributions on the underlying Collateral or otherwise
adversely affect the Holder's rights in or to such Collateral; or

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

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

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

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

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

         SECTION 10.04. Effect of Amendments. Upon the execution of any
amendment under this Section, this Agreement shall be modified in
accordance therewith, and such amendment shall form a part of this
Agreement for all purposes; and every Holder of Certificates theretofore or
thereafter authenticated, executed on behalf of the Holders and delivered
under the Purchase Contract Agreement shall be bound thereby.

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


                                 ARTICLE 11
                               MISCELLANEOUS

         SECTION 11.01. No Waiver. No failure on the part of the Company,
the Collateral Agent, the Securities Intermediary or any of their
respective agents to exercise, and no course of dealing with respect to,
and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by
the Company, the Collateral Agent, the Securities Intermediary or any of
their respective agents of any right, power or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right,
power or remedy. The remedies herein are cumulative and are not exclusive
of any remedies provided by law.

         SECTION 11.02. Governing Law; Submission to Jurisdiction. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION
THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
The Company, the Collateral Agent, the Custodial Agent, the Securities
Intermediary and the Holders from time to time of the Securities, acting
through the Purchase Contract Agent as their attorney-in-fact, hereby
submit to the nonexclusive jurisdiction of the United States District Court
for the Southern District of New York and of any New York state court
sitting in New York City for the purposes of all legal proceedings arising
out of or relating to this Agreement or the transactions contemplated
hereby. The Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Holders from time to time of the
Securities, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in
an inconvenient forum.

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

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

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

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

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

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

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

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

         (d) all fees and expenses of any agent or advisor appointed by the
Collateral Agent and consented to by the Company under Section 9.09 of this
Agreement; and

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

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

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

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

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

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


                     [SIGNATURES ON THE FOLLOWING PAGE]



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

THE WILLIAMS COMPANIES, INC.                 JPMorgan Chase Bank, as
                                             Purchase Contract Agent and
                                             as attorney-in-fact of the Holders
                                             from time to time of the Securities

By: /s/ James G. Ivey                        By: /s/ Joanne Adamis
    ------------------------------               -----------------------------
    Name:  James G. Ivey                         Name:  Joanne Adamis
    Title: Treasurer                             Title: Vice President

Address for Notices:                         Address for Notices:

The Williams Companies, Inc.                   450 W. 33rd Street
The Williams Companies, Inc.                   New York, New York 10001
One Williams Center, Suite 5000                Telecopier No.: (212) 946-8154
Tulsa, Oklahoma 74172                          Attention: Institutional Trust
Telecopier No.: (918) 573-2065                            Services
Attention: Treasurer
Telecopier No.:(918) 573-4503
Attention: General Counsel

With a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telecopier No.: (212) 735-2000
Attention:  John Osborn, Esq.

JPMorgan Chase Bank,
as Collateral Agent, Custodial Agent and
Securities Intermediary

By: /s/ Joanne Adamis
   --------------------------------
      Name: Joanne Adamis
      Title:   Vice President


Address for Notices:

450 West 33rd Street
New York, New York 10001
Telecopier No.: (212) 946-8154
Attention: Institutional Trust Services




                                                                  EXHIBIT A

                                INSTRUCTION
                        FROM PURCHASE CONTRACT AGENT
                            TO COLLATERAL AGENT
                       (Establishment of Growth PACS)



JPMorgan Chase Bank
450 West 33rd Street
New York, NY 10001
Telecopier No: (212) 946-8154
Attention: Institutional Trust Services


      Re:   _______ Income PACS of The Williams Companies, Inc.
            (the "Company")

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

         Please refer to the Pledge Agreement, dated as of January 14, 2002
(the "Pledge Agreement"), among the Company, you, as Collateral Agent, as
Securities Intermediary and as Custodial Agent and the undersigned, as
Purchase Contract Agent and as attorney-in-fact for the holders of Income
PACS from time to time. Capitalized terms used herein but not defined shall
have the meaning set forth in the Pledge Agreement.

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

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

                                          JPMorgan Chase Bank,
Date:                                     as Purchase Contract Agent and as
                                          attorney-in-fact of the Holders from
                                          time to time of the Securities


                                          By:__________________________
                                             Name:
                                             Title:



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


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


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

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

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



                                                                  EXHIBIT B

                                INSTRUCTION
                           FROM COLLATERAL AGENT
                         TO SECURITIES INTERMEDIARY
                       (Establishment of Growth PACS)



JPMorgan Chase Bank
450 West 33rd Street
New York, NY 10001
Telecopier No: (212) 946-8154
Attention: Institutional Trust Services


Re:      __________ Income PACS of The Williams Companies, Inc. (the
         "Company")

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

         Please refer to the Pledge Agreement, dated as of January 14, 2002
(the "Pledge Agreement"), among the Company, you, as Securities
Intermediary, JPMorgan Chase Bank, as Purchase Contract Agent and as
attorney-in-fact for the holders of Income PACS from time to time, and the
undersigned, as Collateral Agent. Capitalized terms used herein but not
defined shall have the meanings set forth in the Pledge Agreement.

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



                                                 JPMorgan Chase Bank
                                                 as Collateral Agent

Dated:_______________
                                                 By:_______________________
                                                    Name:
                                                    Title:




Please print name and address of Holder:



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


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

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

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



                                                                  EXHIBIT C

                                INSTRUCTION
                        FROM PURCHASE CONTRACT AGENT
                            TO COLLATERAL AGENT
                     (Reestablishment of Income PACS )

JPMorgan Chase Bank
450 West 33rd Street
New York, NY 10001
Telecopier No: (212) 946-8154
Attention: Institutional Trust Services


Re:      ____________ Growth PACS of The Williams Companies, Inc. (the
         "Company")

         Please refer to the Pledge Agreement dated as of January 14, 2002
(the "Pledge Agreement"), among the Company, you, as Collateral Agent, as
Securities Intermediary, as Custodial Agent and the undersigned, as
Purchase Contract Agent and as attorney-in-fact for the holders of Income
PACS from time to time. Capitalized terms used herein but not defined shall
have the meaning set forth in the Pledge Agreement.

         We hereby notify you in accordance with Section 5.03[(a)][(b)] of
the Pledge Agreement that the holder of securities listed below (the
"Holder") has elected to substitute $ Value of [Notes or security
entitlements with respect thereto] [Applicable Ownership Interests (as
specified in clause (A) of the definition of such term] in exchange for
$__________ Value of Pledged Treasury Securities and has delivered to the
undersigned a notice stating that the holder has Transferred such [Notes or
security entitlements with respect thereto] [Applicable Ownership Interests
(as specified in clause (A) of the definition of such term] to the
Securities Intermediary, for credit to the Collateral Account.

         We hereby request that you instruct the Securities Intermediary,
upon confirmation that such [Notes or security entitlements with respect
thereto] [Applicable Ownership Interests (as specified in clause (A) of the
definition of such term] have been credited to the Collateral Account, to
release to the undersigned $__________ Value of Treasury Securities or
security entitlements with respect thereto related to _____ Growth PACS of
such Holder in accordance with Section 5.03(a) of the Pledge Agreement.


                                            JPMorgan Chase Bank,
                                            as Purchase Contract Agent


Dated:_______________                       By:_____________________________
                                               Name:
                                               Title:




Please print name and address of Holder electing to substitute [Notes or
security entitlements with respect thereto] [Applicable Ownership Interests
(as specified in clause (A) of the definition of such term] for Pledged
Treasury Securities:


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


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

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

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



                                                                  EXHIBIT D

                                INSTRUCTION
                           FROM COLLATERAL AGENT
                         TO SECURITIES INTERMEDIARY
                      (Reestablishment of Income PACS)


JPMorgan Chase Bank
450 West 33rd Street
New York, NY 10001
Telecopier No: (212) 946-8154
Attention: Institutional Trust Services


Re:      ___________ Growth PACS of The Williams Companies, Inc. (the
         "Company")

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

         Please refer to the Pledge Agreement dated as of January 14, 2002
(the "Pledge Agreement"), among the Company, you, as Securities
Intermediary, Custodial Agent and Collateral Agent and JPMorgan Chase Bank,
as Purchase Contract Agent and as attorney-in-fact for the holders of
Income PACS from time to time, and the undersigned, as Collateral Agent.
Capitalized terms used herein but no defined shall have the meaning set
forth in the Pledge Agreement.

         When you have confirmed that $ __________ Value of [Notes or
security entitlements with respect thereto] [Applicable Ownership Interests
(as specified in clause (A) of the definition of such term] has been
credited to the Collateral Account by or for the benefit of
________________, as Holder of Income PACS (the "Holder"), you are hereby
instructed to release from the Collateral Account $ ________________ Value
of Treasury Securities or security entitlements thereto by Transfer to the
Purchase Contract Agent.

                                            JPMorgan Chase Bank,
                                            as Collateral Agent


Dated:_______________                       By:____________________________
                                               Name:
                                               Title:


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

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

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

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



                                                                  EXHIBIT E

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

JPMorgan Chase Bank
450 West 33rd Street
New York, NY 10001
Telecopier No: (212) 946-8154
Attention: Institutional Trust Services


Re:      __________  Income PACS of The Williams Companies, Inc. (the
         "Company")
         __________ Growth PACS of the Company

         Please refer to the Pledge Agreement dated as of January 14, 2002
(the "Pledge Agreement"), by and among you, the Company, and JPMorgan Chase
Bank, as Collateral Agent, Custodial Agent and Securities Intermediary.
Unless otherwise defined herein, terms defined in the Pledge Agreement are
used herein as defined therein.

         In accordance with Section 5.05(d) of the Pledge Agreement, we
hereby notify you that as of 11:00 a.m. (New York City time) on the
Business Day immediately preceding ___________, we have received (i) $
_______________ in immediately available funds paid in an aggregate amount
equal to the Purchase Price due to the Company on the Purchase Contract
Settlement Date with respect to ________________ Income PACS and (ii) $
___________ in immediately available funds paid in an aggregate amount
equal to the Purchase Price due to the Company on the Purchase Contract
Settlement Date with respect to ______ Growth PACS.

                                            JPMorgan Chase Bank,
                                            as Collateral Agent,


Dated:_______________                       By:_______________________
                                               Name:
                                               Title:




                                                                  EXHIBIT F

                  INSTRUCTION TO CUSTODIAL AGENT REGARDING
                                REMARKETING

JPMorgan Chase Bank
450 West 33rd Street
New York, NY 10001
Telecopier No: (212) 946-8154
Attention: Institutional Trust Services

                  Re: Notes of The Williams Companies, Inc. (the "Company")

      The undersigned hereby notifies you in accordance with Section
5.07(c) of the Pledge Agreement, dated as of January 14, 2002 (the "Pledge
Agreement"), among the Company, you, as Collateral Agent, Custodial Agent
and Securities Intermediary, the Purchase Contract Agent and as
attorney-in-fact for the holders of Income PACS from time to time, that the
undersigned elects to deliver $______________ aggregate principal amount of
Separate Notes for delivery to the Remarketing Agent on the Business Day
immediately preceding the [Initial Remarketing Date] [Secondary Remarketing
Date] for remarketing pursuant to Section 5.07(c) of the Pledge Agreement.
The undersigned will, upon request of the Remarketing Agent, execute and
deliver any additional documents deemed by the Remarketing Agent or by the
Company to be necessary or desirable to complete the sale, assignment and
transfer of the Separate Notes tendered hereby. Capitalized terms used
herein but no defined shall have the meaning set forth in the Pledge
Agreement.

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

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


Date:_____________
                                    ------------------------------------

                                    By:_________________________________
                                    Name:
                                    Title:
                                    Signature Guarantee:___________________


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

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

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

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




A. PAYMENT INSTRUCTIONS


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


Name(s)


(Please Print)
Address

(Please Print)





(Zip Code)


(Tax Identification or Social Security Number)



B. DELIVERY INSTRUCTIONS

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


Name(s)


(Please Print)
Address

(Please Print)


(Zip Code)


(Tax Identification or Social Security Number)

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


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

Name of Account Party:_________________________________



                                                                  EXHIBIT G

                  INSTRUCTION TO CUSTODIAL AGENT REGARDING
                        WITHDRAWAL FROM REMARKETING


JPMorgan Chase Bank
450 West 33rd Street
New York, NY 10001
Telecopier No: (212) 946-8154
Attention: Institutional Trust Services

                  Re:  Notes of The Williams Companies, Inc. (the "Company")

      The undersigned hereby notifies you in accordance with Section
5.07(c) of the Pledge Agreement, dated as of January 14, 2002 (the "Pledge
Agreement"), among the Company and you, as Collateral Agent, Custodial
Agent and Securities Intermediary, and as Purchase Contract Agent and as
attorney-in-fact for the holders of Income PACS from time to time, that the
undersigned elects to withdraw the $_________ aggregate principal amount of
Separate Notes delivered to the Custodial Agent on _________, 200_ for
remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The
undersigned hereby instructs you to return such Notes to the undersigned in
accordance with the undersigned's instructions. With this notice, the
Undersigned hereby agrees to be bound by the terms and conditions of
Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but
not defined shall have the meaning set forth in the Pledge Agreement.

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


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

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

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

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