<PAGE>

                                                                    Exhibit 4.5
                                                                    -----------


                                SOLUTIA INC.


                                     AND


                            JPMORGAN CHASE BANK,


                     AS FORWARD PURCHASE CONTRACT AGENT


                     FORWARD PURCHASE CONTRACT AGREEMENT


                        DATED AS OF FEBRUARY  , 2002














<PAGE>
<PAGE>

                              Table of Contents
                              -----------------
                                                                           Page
                                                                           ----


ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............1
         Section 1.1       Definitions........................................1
                           -----------
         Section 1.2       Compliance Certificates and Opinions..............13
                           ------------------------------------
         Section 1.3       Form of Documents Delivered to Agent..............14
                           ------------------------------------
         Section 1.4       Acts of Holders; Record Dates.....................14
                           -----------------------------
         Section 1.5       Notices...........................................16
                           -------
         Section 1.6       Notice to Holders; Waiver.........................17
                           -------------------------
         Section 1.7       Effect of Headings and Table of Contents..........17
                           ----------------------------------------
         Section 1.8       Successors and Assigns............................17
                           ----------------------
         Section 1.9       Separability Clause...............................17
                           -------------------
         Section 1.10      Benefits of Agreement.............................18
                           ---------------------
         Section 1.11      Governing Law.....................................18
                           -------------
         Section 1.12      Legal Holidays....................................18
                           --------------
         Section 1.13      Counterparts......................................18
                           ------------
         Section 1.14      Inspection of Agreement...........................18
                           -----------------------

ARTICLE II. CERTIFICATE FORMS................................................19
         Section 2.1       Forms of Certificates Generally...................19
                           -------------------------------
         Section 2.2       Form of Agent's Certificate of Authentication.....20
                           ---------------------------------------------

ARTICLE III. THE DECS........................................................20
         Section 3.1       Title and Terms; Denominations....................20
                           ------------------------------
         Section 3.2       Rights and Obligations Evidenced by the
                           ---------------------------------------
                           Certificates......................................20
                           ------------
         Section 3.3       Execution, Authentication, Delivery and Dating....21
                           ----------------------------------------------
         Section 3.4       Temporary Certificates............................22
                           ----------------------
         Section 3.5       Registration; Registration of Transfer and
                           ------------------------------------------
                           Exchange..........................................23
                           --------
         Section 3.6       Book-Entry Interests..............................24
                           --------------------
         Section 3.7       Notices To Holders................................25
                           ------------------
         Section 3.8       Appointment of Successor Clearing Agency..........25
                           ----------------------------------------
         Section 3.9       Definitive Certificates...........................25
                           -----------------------
         Section 3.10      Mutilated, Destroyed, Lost and Stolen
                           -------------------------------------
                           Certificates......................................26
                           ------------
         Section 3.11      Persons Deemed Owners.............................27
                           ---------------------
         Section 3.12      Cancellation......................................27
                           ------------
         Section 3.13      Establishment of Stripped DECS....................28
                           ------------------------------
         Section 3.14      Reestablishment of Upper DECS.....................30
                           -----------------------------
         Section 3.15      Transfer of Collateral Upon Occurrence of
                           -----------------------------------------
                           Termination Event.................................31
                           -----------------
         Section 3.16      No Consent to Assumption..........................32
                           ------------------------

ARTICLE IV. THE NOTES........................................................32
         Section 4.1       Payment of Interest; Rights to Interest Payments
                           ------------------------------------------------
                           Preserved; Notice.................................32
                           -----------------
         Section 4.2       Notice and Voting.................................33
                           -----------------
         Section 4.3       Tax Event Redemption..............................34
                           --------------------

                                     i


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<PAGE>

                             Table of Contents
                             -----------------
                                (continued)
                                                                           Page
                                                                           ----

ARTICLE V. THE FORWARD PURCHASE CONTRACTS; THE REMARKETING...................35
         Section 5.1       Purchase of Shares of Common Stock................35
         Section 5.2       Payment of Purchase Price:  Remarketing...........37
         Section 5.3       Issuance of Shares of Common Stock................42
         Section 5.4       Adjustment of Settlement Rate.....................42
         Section 5.5       Notice of Adjustments and Certain Other Events....50
         Section 5.6       Termination Event; Notice.........................51
         Section 5.7       Early Settlement..................................51
         Section 5.8       Early Settlement Upon Merger......................52
         Section 5.9       Charges and Taxes.................................54
         Section 5.10      No Fractional Shares..............................55

ARTICLE VI. REMEDIES.........................................................55
         Section 6.1       Unconditional Right of Holders to Purchase
                           Common Stock......................................55
         Section 6.2       Restoration of Rights and Remedies................55
         Section 6.3       Rights and Remedies Cumulative....................55
         Section 6.4       Delay or Omission Not Waiver......................56
         Section 6.5       Undertaking For Costs.............................56
         Section 6.6       Waiver of Stay or Extension Laws..................56

ARTICLE VII. THE AGENT.......................................................57
         Section 7.1       Certain Duties, Rights and Immunities.............57
         Section 7.2       Notice of Default.................................59
         Section 7.3       Certain Rights of Agent...........................59
         Section 7.4       Not Responsible For Recitals, Etc.................60
         Section 7.5       May Hold DECS and Other Dealings..................60
         Section 7.6       Money Held In Custody.............................60
         Section 7.7       Compensation and Reimbursement....................61
         Section 7.8       Corporate Agent Required; Eligibility.............61
         Section 7.9       Resignation and Removal; Appointment of Successor.62
         Section 7.10      Acceptance of Appointment By Successor............63
         Section 7.11      Merger, Conversion, Consolidation or Succession
                           to Business.......................................63
         Section 7.12      Preservation of Information; Communications to
                           Holders...........................................64
         Section 7.13      Failure to Act....................................64
         Section 7.14      No Obligations of Agent...........................65
         Section 7.15      Tax Compliance....................................65

ARTICLE VIII. SUPPLEMENTAL AGREEMENTS........................................66
         Section 8.1       Supplemental Agreements Without Consent of
                           Holders...........................................66
         Section 8.2       Supplemental Agreements With Consent of Holders...66
         Section 8.3       Execution of Supplemental Agreements..............67
         Section 8.4       Effect of Supplemental Agreements.................68
         Section 8.5       Reference to Supplemental Agreements..............68

                                     ii


<PAGE>

                             Table of Contents
                             -----------------
                                (continued)
                                                                           Page
                                                                           ----

ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE........................68
         Section 9.1       Company May Consolidate, Etc., Only on Certain
                           ----------------------------------------------
                           Terms.............................................68
                           -----
         Section 9.2       Successor Substituted.............................69
                           ---------------------

ARTICLE X. COVENANTS.........................................................69
         Section 10.1      Performance Under Purchase Contracts..............69
                           ------------------------------------
         Section 10.2      Maintenance of Office or Agency...................69
                           -------------------------------
         Section 10.3      Company to Reserve Common Stock...................70
                           -------------------------------
         Section 10.4      Covenants as to Common Stock......................70
                           ----------------------------
         Section 10.5      Statements of Officer of the Company as to
                           ------------------------------------------
                           Default...........................................70
                           -------

                                    iii


<PAGE>
<PAGE>


         FORWARD PURCHASE CONTRACT AGREEMENT, dated as of February  , 2002,
between Solutia Inc., a Delaware corporation (the "Company"), and JPMorgan
Chase Bank, a New York banking corporation, acting as Forward Purchase
Contract Agent for the Holders of DECS from time to time (the "Agent").

                                  RECITALS

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

         All things necessary to make the Forward Purchase Contracts, when
the Certificates are executed by the Company and authenticated, executed on
behalf of the Holders and delivered by the Agent, as provided in this
Agreement, the valid obligations of the Company, and to constitute this
Agreement a valid agreement of the Company, in accordance with its terms,
have been done.

         For and in consideration of the premises and the purchase of the
DECS by the Holders thereof, the Company and the Agent mutually agree as
follows:

                                 ARTICLE I.
                      DEFINITIONS AND OTHER PROVISIONS
                           OF GENERAL APPLICATION

         Section 1.1       Definitions.
                           -----------

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

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

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

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

              (d) the following terms have the meanings given to them in
         this Section 1.1(d):

         "Act" when used with respect to any Holder, has the meaning
specified in Section 1.4.


                                 -1-

<PAGE>
<PAGE>

         "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

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

         "Agent-purchased Treasury Consideration" has the meaning specified
in Section 5.2(b)(i).

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

         "Applicable Market Value" has the meaning specified in Section
5.1(c).

         "Applicable Ownership Interest" means, with respect to an Upper
DECS and the Treasury Securities in the Treasury Portfolio, (A) a 1/40, or
2.5%, undivided beneficial ownership interest in a $1,000 principal or
interest amount of a principal or interest strip in a U.S. Treasury security
included in such Treasury Portfolio which matures on or prior to  , 2005 and
(B) for the scheduled interest Payment Date on the Notes that occurs on the
Stock Purchase Date, in the case of a successful remarketing, or for each
scheduled interest Payment Date on the Notes that occurs after the Tax Event
Redemption Date and on or before the Stock Purchase Date, in the case of a
Tax Event Redemption, a 2.5% undivided beneficial ownership interest in a
$1,000 principal or interest amount of a principal or interest strip in a
U.S. Treasury security included in the Treasury Portfolio that matures on or
prior to that interest Payment Date or Dates.

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

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

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

         "Board of Directors" means either the Board of Directors of the
Company or the Securities Issuance Committee of such Board or any other
committee of such Board duly authorized to act generally or in any
particular respect for such Board hereunder.

         "Board Resolution" means (i) a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, (ii) a copy of a unanimous

                                    -2-


<PAGE>

written consent of the Board of Directors or (iii) a certificate signed by
the authorized officer or officers to whom the Board of Directors has
delegated its authority, and in each case, delivered to the Agent.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 3.6.

         "Business Day" means any day other than a Saturday, Sunday or any
other day on which banking institutions and trust companies in the State of
New York or at a place of payment are authorized or required by law,
regulation or executive order to be closed.

         "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated, whether voting or non-voting) corporate
stock or similar interests in other types of entities.

         "Cash Merger" has the meaning specified in Section 5.8(a).

         "Cash Settlement" has the meaning specified in Section 5.2(a).

         "Certificate" means an Upper DECS Certificate or a Stripped DECS
Certificate.

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

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

         "Closing Price" has the meaning specified in Section 5.1(c).

         "Collateral" has the meaning specified in Section 2.1(a) of the
Pledge Agreement.

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

         "Collateral Substitution" has the meaning specified in Section
3.13(a).

         "Common Stock" means the common stock, par value $0.01 per share,
of the Company.

                                    -3-


<PAGE>
<PAGE>

         "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 this Agreement, and thereafter
"Company" shall mean such successor.

         "Constituent Person" has the meaning specified in Section 5.4(b).

         "Corporate Trust Office" means the office of the Agent at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 450 West 33rd
Street, New York, New York 10001.

         "Coupon Rate" means the percentage rate per annum at which each
Note will bear interest initially.

         "Current Market Price" has the meaning specified in Section
5.4(a)(8).

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

         "DECS" means an Upper DECS or a Stripped DECS.

         "Depositary" means, initially, DTC, until another Clearing Agency
becomes its successor, and thereafter "Depositary" shall mean such
successor.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Early Settlement" has the meaning specified in Section 5.7(a).

         "Early Settlement Amount" has the meaning specified in Section
5.7(a).

         "Early Settlement Date" has the meaning specified in Section
5.7(a).

         "Early Settlement Rate" has the meaning specified in Section
5.7(b).

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

         "Expiration Date" has the meaning specified in Section 1.4(f).

         "Expiration Time" has the meaning specified in Section 5.4(a)(6).

         "Failed Remarketing" has the meaning specified in Section
5.2(b)(ii).

         "Fair Market Value" with respect to securities distributed in a
Spin-Off means (a) in the case of any Spin-Off that is effected
simultaneously with an Initial Public Offering of

                                    -4-


<PAGE>

such securities, the Initial Public Offering price of those securities, and
(b) in the case of any other Spin-Off, the average of the Sale Prices of
those securities over the first 10 Trading Days after the effective date of
such Spin-Off.

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

         "Forward Purchase Contract Settlement Fund" has the meaning
specified in Section 5.3.

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

         "Holder" means the Person in whose name the DECS evidenced by an
Upper DECS Certificate or a Stripped DECS Certificate is registered in the
Upper DECS Register or the Stripped DECS Register, as the case may be.

         "Indenture" means the Indenture, dated as of February  , 2002,
between the Company and the Trustee as supplemented by any officers'
certificate or supplemental indenture.

         "Initial Public Offering," with respect to any Spin-Off, means the
first time securities of the same class or type as the securities being
distributed in the Spin-Off are bona fide offered to the public for cash.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice-President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary (or other
officer performing similar functions) of the Company and delivered to the
Agent.

         "Last Failed Remarketing" has the meaning specified in Section
5.2(b)(ii).

         "Merger Early Settlement" has the meaning specified in Section
5.8(a).

         "Merger Early Settlement Amount" has the meaning specified in
Section 5.8(b).

         "Merger Early Settlement Date" has the meaning specified in Section
5.8(a)(i).

         "Non-electing Share" has the meaning specified in Section 5.4(b).

         "Notes" means the series of senior debt securities of the Company
designated the  % Senior Notes due 2007, to be issued under the Indenture.

         "NYSE" has the meaning specified in Section 5.1(c).

                                    -5-


<PAGE>

         "Officer's Certificate" means a certificate signed by the Chief
Executive Officer, the Chief Financial Officer, the President, any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary (or other officer performing similar functions) of the
Company and delivered to the Agent.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company or an Affiliate
of the Company and who shall be reasonably acceptable to the Agent.

         "Opt-out Treasury Consideration" has the meaning specified in
Section 5.2(b)(iv).

         "Outstanding DECS" means, as of the date of determination, all
Upper DECS or Stripped DECS evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:

                       (i)   If a Termination Event has occurred, (A) Stripped
                  DECS and (B) Upper DECS for which the related Note or the
                  appropriate Treasury Consideration or Applicable Ownership
                  Interest in the Treasury Portfolio, as the case may be,
                  has been theretofore deposited with the Agent in trust for
                  the Holders of such Upper DECS;

                       (ii)  Upper DECS and Stripped DECS evidenced by
                  Certificates theretofore cancelled by the Agent or delivered
                  to the Agent for cancellation or deemed cancelled pursuant
                  to the provisions of this Agreement; and

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

provided, that in determining whether the Holders of the requisite number of
the Upper DECS or Stripped DECS have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Upper DECS or
Stripped DECS owned by the Company or any Affiliate of the Company shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Agent shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Upper DECS
or Stripped DECS which a Responsible Officer of the Agent knows to be so
owned shall be so disregarded. Upper DECS or Stripped DECS so owned which
have been pledged in good faith may be regarded as Outstanding DECS if the
pledgee establishes to the satisfaction of the Agent the pledgee's right so
to act with respect to such Upper DECS or Stripped DECS and that the pledgee
is not the Company or any Affiliate of the Company.

                                    -6-


<PAGE>

         "Payment Date" means each  ,  ,   and  , commencing  , 2002.

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

         "Pledge" means the pledge under the Pledge Agreement of the Notes,
the Treasury Securities or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, in each case
constituting a part of the DECS, property, cash, securities, financial
assets and security entitlements of the Collateral Account (as defined in
Section 1.1 of the Pledge Agreement) and any proceeds of any of the
foregoing.

         "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Agent, on its own behalf and as
attorney-in-fact for the Holders from time to time of the DECS.

         "Pledged Applicable Ownership Interest in the Treasury Portfolio"
has the meaning specified in Section 2.1(c) of the Pledge Agreement.

         "Pledged Notes" has the meaning specified in Section 2.1(c) of the
Pledge Agreement.

         "Pledged Treasury Consideration" has the meaning specified in
Section 2.1(c) of the Pledge Agreement.

         "Pledged Treasury Securities" has the meaning specified in Section
2.1(c) of the Pledge Agreement.

         "Predecessor Certificate" means a Predecessor Upper DECS
Certificate or a Predecessor Stripped DECS Certificate.

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

         "Predecessor Upper DECS Certificate" of any particular Upper DECS
Certificate means every previous Upper DECS Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under
the Upper DECS evidenced thereby; and, for the purposes of this definition,
any Upper DECS Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or

                                    -7-


<PAGE>

stolen Upper DECS Certificate shall be deemed to evidence the same rights
and obligations of the Company and the Holder as the mutilated, destroyed,
lost or stolen Upper DECS Certificate.

         "Purchase Price" has the meaning specified in Section 5.1(a).

         "Purchased Shares" has the meaning specified in Section 5.4(a)(6).

         "Quotation Agent" means Salomon Smith Barney Inc. or its successor or
any other primary U.S. government securities dealer in New York City
selected by the Company.

         "Record Date" for the distribution payable on any Payment Date
means, as to any Global Certificate, the Business Day next preceding such
Payment Date, and as to any other Certificate, the 15th day preceding such
Payment Date.

         "Redemption Amount" means, in the case of a Tax Event Redemption
occurring prior to a successful remarketing of the Notes, for each Note the
product of (i) the principal amount of such Note and (ii) a fraction whose
numerator is the applicable Treasury Portfolio Purchase Price and whose
denominator is the aggregate principal amount of Notes outstanding on the
Tax Event Redemption Date, and in the case of a Tax Event Redemption
occurring after a successful remarketing of the Notes, for each Note the
Stated Amount of the Note.

         "Redemption Price" means the redemption price per Note equal to the
Redemption Amount plus any accrued and unpaid interest on such Note to the
date of redemption.

         "Register" means the Upper DECS Register and the Stripped DECS
Register, as applicable.

         "Registrar" means the Upper DECS Registrar and the Stripped DECS
Registrar, as applicable.

         "Remarketing Agent" has the meaning specified in Section 5.2(b)(i).

         "Remarketing Agreement" means the Remarketing Agreement to be
entered into by and among the Company, the Remarketing Agent and the Agent.

         "Remarketing Date" means the third business day preceding  , 2004.

         "Remarketing Fee" has the meaning specified in Section 5.2(b)(i).

         "Remarketing Period" means the three Business Day period either (i)
beginning on the Remarketing Date and ending after the two immediately
following Business Days; (ii) immediately preceding  ; or (iii) immediately
preceding  , 2005.

         "Remarketing Value" means the sum of

                                    -8-


<PAGE>
<PAGE>

                       (i)   the value at the Remarketing Date or any Subsequent
                  Remarketing Date, as the case may be, of U.S. Treasury
                  securities that will pay, on or prior to the Payment Date
                  falling on the Stock Purchase Date, an amount of cash equal
                  to the aggregate interest payments that are scheduled to be
                  payable on that Payment Date, on (a) the Notes which are
                  included in Upper DECS and are participating in the
                  remarketing and (b) the Separate Notes which are to be
                  remarketed pursuant to Section 4.5(d) of the Pledge
                  Agreement, assuming for that purpose that the interest rate
                  on the Notes is equal to the Coupon Rate, and

                       (ii)  the value at the Remarketing Date or any Subsequent
                  Remarketing Date, as the case may be, of U.S. Treasury
                  securities that will pay, on or prior to the Stock
                  Purchase Date, an amount of cash equal to the Stated
                  Amount (a) of such Notes that are included in Upper DECS
                  and are participating in the remarketing and (b) the
                  Separate Notes which are to be remarketed pursuant to
                  Section 4.5(d) of the Pledge Agreement,

                  provided that for purposes of clauses (i) and (ii) above,
                  the Remarketing Value shall be calculated on the
                  assumptions that (x) the U.S. Treasury securities are
                  highly liquid and mature on or within 35 days prior to the
                  Stock Purchase Date, as determined in good faith by the
                  Remarketing Agent in a manner intended to minimize the
                  cash value of the U.S. Treasury securities, and (y) the
                  U.S. Treasury securities are valued based on the ask-side
                  price of the U.S. Treasury securities at a time between
                  9:00 a.m. and 11:00 a.m., New York City time, selected by
                  the Remarketing Agent, on the Remarketing Date or any
                  Subsequent Remarketing Date, as the case may be, as
                  determined on a third-day settlement basis by a reasonable
                  and customary means selected in good faith by the
                  Remarketing Agent, plus accrued interest to that date.

         "Reorganization Event" has the meaning specified in Section 5.4(b).

         "Responsible Officer" means, when used with respect to the Agent,
any officer within the corporate trust department of the Agent (or any
successor of the Agent), including any Vice-President, any assistant
Vice-President, any assistant secretary, the treasurer, any assistant
treasurer, any trust officer, any senior trust officer or any other officer
of the Agent who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to
whom any corporate trust matter is referred because of such Person's
knowledge of and familiarity with the particular subject and who, in each of
the above cases, shall have direct responsibility for the administration of
this Agreement.

         "Sale Price" of the Common Stock or any securities distributed in a
Spin-Off, as the case may be, on any Trading Day means the closing sale
price per share (or if no closing sale price is reported, the average of the
bid and asked prices or, if more than one in either

                                    -9-


<PAGE>

case, the average of the average bid and the average asked prices) on such
Trading Day as reported in composite transactions for the principal U.S.
securities exchange on which the Common Stock or such securities are traded
or, if the Common Stock or such securities are not listed on a U.S. national
or regional securities exchange, as reported by Nasdaq.

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

         "Securities Intermediary" means Wachovia Bank, N.A., in its capacity
as Securities Intermediary under the Pledge Agreement, together with its
successors in such capacity.

         "Separate Notes" has the meaning specified in Section 1.1 of the
Pledge Agreement.

         "Settlement Date" means any Early Settlement Date or Merger Early
Settlement Date or the Stock Purchase Date.

         "Settlement Rate" has the meaning specified in Section 5.1(a).

         "Spin-Off" means a dividend or other distribution of shares of
Capital Stock of any class or series, or similar equity interests, of or
relating to a subsidiary or other business unit of the Company.

         "Stated Amount" means, with respect to any one Note, Upper DECS or
Stripped DECS, $25.

         "Stock Purchase Date" means  , 2005.

         "Stripped DECS" means the collective rights and obligations of a
holder of a Stripped DECS Certificate in respect of a 1/40 undivided
beneficial interest in a Treasury Security, subject in each case to the
Pledge thereof, and the related Forward Purchase Contract.

         "Stripped DECS Certificate" means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Stripped DECS
specified on such certificate, substantially in the form of Exhibit B
hereto.

         "Stripped DECS Register" and "Stripped DECS Registrar" have the
respective meanings specified in Section 3.5(a).

         "Subsequent Remarketing Date" means, provided there has been one or
more Failed Remarketings, the date on which the Remarketing Agent has
consummated a successful remarketing in accordance with Section 5.2 hereof,
such date to be no later than the Business Day immediately preceding the
Stock Purchase Date.

         "Tax Event" means the receipt by the Company of an opinion of a
nationally recognized tax counsel experienced in such matters, which may be
Armstrong Teasdale LLP, to the effect that there is more than an
insubstantial risk that interest payable by the

                                    -10-


<PAGE>

Company on the Notes on the next Payment Date would not be deductible, in
whole or in part, by the Company for United States federal income tax
purposes, as a result of (a) any amendment to, or change (including any
announced proposed change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof
or therein affecting taxation, (b) any amendment to or change in an official
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority or (c) any official
interpretation or pronouncement that provides for a position with respect to
such laws or regulations that differs from the generally accepted position
on February  , 2002, which amendment, change or proposed change is effective
or which interpretation or pronouncement is announced on or after February  ,
2002.

         "Tax Event Redemption" means, if a Tax Event shall occur and be
continuing, the redemption of the Notes, at the option of the Company, in
whole but not in part, on not less than 30 days' nor more than 60 days'
written notice.

         "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

         "Tax Event Redemption Principal Amount" means in the case of a Tax
Event Redemption occurring prior to a successful remarketing of the Notes,
for each Note the product of the principal amount of the Note and a fraction
whose numerator is the Treasury Portfolio Purchase Price and whose
denominator is the aggregate principal amount of Notes outstanding on the
Tax Event Redemption Date, and in the case of a Tax Event Redemption Date
occurring after a successful remarketing of the Notes, the Stated Amount of
the Notes.

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

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

                       (i)   at any time on or prior to the Stock Purchase Date,
                  a judgment, decree or court order shall have been entered
                  granting relief under the Bankruptcy Code or any other
                  similar Federal or state law, adjudicating the Company to
                  be insolvent, or approving as properly filed a petition
                  seeking reorganization or liquidation of the Company, and,
                  unless such judgment, decree or order shall have been
                  entered within 60 days prior to the Stock Purchase Date,
                  such decree or order shall have continued undischarged and
                  unstayed for a period of 60 days;

                       (iv)  at any time on or prior to the Stock Purchase Date,
                  a judgment, decree or court order for the appointment of a
                  receiver or liquidator or trustee or assignee in
                  bankruptcy or insolvency of the Company or of its
                  property, or for the winding up or liquidation of its
                  affairs, shall have been entered, and, unless such
                  judgment, decree or order shall have been entered within
                  60 days prior to the Stock Purchase Date,

                                    -11-


<PAGE>
<PAGE>

                  such judgment, decree or order shall have continued
                  undischarged and unstayed for a period of 60 days; or

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

         "Threshold Appreciation Price" has the meaning specified in Section
5.1(a)(i).

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trading Day" has the meaning specified in Section 5.1(c).

         "Transaction Documents" has the meaning specified in Section 7.1(a).

         "Treasury Consideration" means the Agent-purchased Treasury
Consideration or the Opt-out Treasury Consideration.

         "Treasury Portfolio" means: (i) if a Tax Event Redemption occurs
prior to a successful remarketing of the Notes, a portfolio of principal or
interest strips of U.S. Treasury Securities that mature on or prior to the
Stock Purchase Date in an aggregate amount equal to the aggregate principal
amount of the Notes included in the Upper DECS on the Tax Event Redemption
Date and with respect to each scheduled interest Payment Date on the Notes
that occurs after the Tax Event Redemption Date and on or before the Stock
Purchase Date, interest or principal strips of U.S. Treasury Securities that
mature on or prior to such interest Payment Date in an aggregate amount
equal to the aggregate interest payment that would be due on the aggregate
principal amount of the Notes on such date if the interest rate of the Notes
were not reset on the applicable Remarketing Date, and (ii) solely for
purposes of determining the Treasury Portfolio Purchase Price in the case of
a Tax Event Redemption Date occurring prior to a successful remarketing of
the Notes, a portfolio of U.S. Treasury Securities consisting of principal
or interest strips of U.S. Treasury Securities that mature on or prior to
the Stock Purchase Date in an aggregate amount equal to the aggregate
principal amount of the Notes outstanding on the Tax Event Redemption Date
and with respect to each scheduled interest Payment Date on the Notes that
occurs after the Tax Event Redemption Date and on or before the Stock
Purchase Date, interest or principal strips of U.S. Treasury Securities that
mature on or prior to such interest Payment Date in an aggregate amount
equal to the aggregate interest payment that would be due on the aggregate
principal amount of the Notes outstanding on the Tax Event Redemption Date.

                                    -12-


<PAGE>

         "Treasury Portfolio Purchase Price" means the lowest aggregate
price quoted by a primary U.S. government securities dealer in New York City
to the Quotation Agent on the third Business Day immediately preceding the
Tax Event Redemption Date for the purchase of the Treasury Portfolio for
settlement on the Tax Event Redemption Date.

         "Treasury Security" means a zero-coupon U.S. Treasury security
(CUSIP Number  ) maturing on the Stock Purchase Date that will pay $1,000 on
such maturity date.

         "Trustee" means JPMorgan Chase Bank, a New York banking
corporation, as trustee under the Indenture, or any successor thereto.

         "Underwriting Agreement" means the Underwriting Agreement relating
to the DECS dated  , 2002 among the Company and the underwriters named
therein.

         "Upper DECS" means the collective rights and obligations of a
Holder of an Upper DECS Certificate in respect of a Note or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, subject in each case to the Pledge thereof,
and the related Forward Purchase Contract.

         "Upper DECS Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Upper DECS specified
on such certificate, substantially in the form of Exhibit A hereto.

         "Upper DECS Register" and "Upper DECS Registrar" have the
respective meanings specified in Section 3.5(a).

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

         Section 1.2       Compliance Certificates and Opinions.
                           ------------------------------------

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than the
Officer's Certificate provided for in Section 10.5) shall include:


                                    -13-


<PAGE>
<PAGE>

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

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

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

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

         Section 1.3       Form of Documents Delivered to Agent.
                           ------------------------------------

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

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

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

         Section 1.4       Acts of Holders; Record Dates.
                           -----------------------------

              (a) Any request,demand, authorization, direction, notice, consent,
         waiver or other action provided by this Agreement to be given or taken
         by Holders may be embodied in and evidenced by one or more instruments
         of substantially


                                    -14-


<PAGE>

         similar tenor signed by such Holders in person or by an agent
         of such Holders duly appointed in writing; and, except as
         herein otherwise expressly provided, such action shall become
         effective when such instrument or instruments are delivered to the
         Agent and, where it is hereby expressly required, to the Company.
         Such instrument or instruments (and the action embodied therein and
         evidenced thereby) are herein sometimes referred to as the "Act" of
         the Holders signing such instrument or instruments. Proof of
         execution of any such instrument or of a writing appointing any such
         agent shall be sufficient for any purpose of this Agreement and
         (subject to Section 7.1) conclusive in favor of the Agent and the
         Company, if made in the manner provided in this Section.

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

              (c) The ownership of DECS shall be proved by the Upper DECS
         Register or the Stripped DECS Register, as the case may be.

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

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

                                    -15-


<PAGE>

         action by Holders and the applicable Expiration Date to be given to
         the Agent in writing and to each Holder of DECS in the manner set
         forth in Section 1.6.

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

         Section 1.5       Notices.
                           -------

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

              (a) the Agent by any Holder or by the Company shall be sufficient
         for every purpose hereunder (unless otherwise herein expressly
         provided) if made, given, furnished or filed in writing and
         personally delivered, mailed, first-class postage prepaid,
         telecopied or delivered by overnight air courier guaranteeing next
         day delivery, to the Agent at 450 West 33rd Street, New York, New
         York 10001, Attention: Institutional Trust Services, telecopy:
         212-946-8160, or at any other address furnished in writing by the
         Agent to the Holders and the Company; or

              (b) the Company by the Agent or by any Holder shall be sufficient
         for every purpose hereunder (unless otherwise herein expressly
         provided) if made, given, furnished or filed in writing and personally
         delivered, mailed, first-class postage prepaid, telecopied or
         delivered by overnight air courier guaranteeing next day delivery,
         to the Company at Solutia Inc., 575 Maryville Centre Drive,
         P.O. Box 66760, St. Louis, Missouri 63166-6760 (if by courier,
         575 Maryville Centre Drive, St. Louis, Missouri 63141), telecopy
         number: 314-674-6755, Attention: Secretary, with a copy to the General
         Counsel, or at any other address furnished in writing to the Agent and
         the Holders by the Company; or

              (c) the Collateral Agent by the Agent, the Company or any Holder
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if made, given, furnished or filed in
         writing and personally delivered, mailed, first-class postage prepaid,
         telecopied or delivered by overnight air courier guaranteeing next
         day delivery, addressed to the Collateral Agent at Wachovia Bank,
         N.A.,  , Attention:  , or at any other address furnished in writing
         by the Collateral Agent to the Agent, the Company and the Holders;
         or

                                    -16-



<PAGE>

              (d)  the Trustee by the Company shall be sufficient for every
         purpose hereunder (unless otherwise herein expressly provided) if made,
         given, furnished or filed in writing and personally delivered,
         mailed, first-class postage prepaid, telecopied or delivered by
         overnight air courier guaranteeing next day delivery, addressed to
         the Trustee at JPMorgan Chase Bank, 450 West 33rd Street, New York,
         New York 10001, Attention: Institutional Trust Services, telecopy:
         212-946-8160 or at any other address furnished in writing by the
         Trustee to the Company.

         Section 1.6       Notice to Holders; Waiver.
                           -------------------------

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

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

         Section 1.7       Effect of Headings and Table of Contents.
                           ----------------------------------------

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

         Section 1.8       Successors and Assigns.
                           ----------------------

         All covenants and agreements in this Agreement by the Company shall
bind its successors and assigns, whether so expressed or not.

         Section 1.9       Separability Clause.
                           -------------------

         In case any provision in this Agreement or in the DECS shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions hereof and thereof shall not in any way be
affected or impaired thereby.

                                    -17-


<PAGE>
<PAGE>

         Section 1.10      Benefits of Agreement.
                           ---------------------

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

         Section 1.11      Governing Law.
                           -------------

         This Agreement and the DECS shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
principles of conflicts of laws.

         Section 1.12      Legal Holidays.
                           --------------

              (a) In any case where any Payment Date shall not be a Business
         Day, then (notwithstanding any other provision of this Agreement or
         the Upper DECS Certificates) payments on the Notes shall not be made on
         such date, but such payments shall be made on the next succeeding
         Business Day with the same force and effect as if made on such Payment
         Date, provided that no interest shall accrue or be payable by the
         Company for the period from and after any such Payment Date, except
         that if such next succeeding Business Day is in the next succeeding
         calendar year, such payment shall be made on the immediately preceding
         Business Day with the same force and effect as if made on such Payment
         Date.

              (b) In any case where the Stock Purchase Date shall not be a
         Business Day, then (notwithstanding any other provision of this
         Agreement or the Certificates), the Forward Purchase Contracts shall
         not be performed on such date, but the Forward Purchase Contracts
         shall be performed on the immediately following Business Day with the
         same force and effect as if performed on the Stock Purchase Date.

         Section 1.13      Counterparts.
                           ------------

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

         Section 1.14      Inspection of Agreement.
                           -----------------------

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

                                    -18-


<PAGE>
<PAGE>

                                 ARTICLE II.
                              CERTIFICATE FORMS

         Section 2.1       Forms of Certificates Generally.
                           -------------------------------

              (a) The Upper DECS Certificates (including the form of Forward
         Purchase Contract forming part of the Upper DECS evidenced thereby)
         shall be in substantially the form set forth in Exhibit A hereto, with
         such letters, numbers or other marks of identification or designation
         and such legends or endorsements printed, lithographed or engraved
         thereon as may be required by the rules of any securities exchange or
         quotation system on which the Upper DECS are listed or quoted for
         trading or any depositary therefor, or as may, consistently herewith,
         be determined by the officers of the Company executing such Upper DECS
         Certificates, as evidenced by their execution of the Upper DECS
         Certificates.

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

              (c) The Stripped DECS Certificates (including the form of Forward
         Purchase Contracts forming part of the Stripped DECS evidenced thereby)
         shall be in substantially the form set forth in Exhibit B hereto, with
         such letters, numbers or other marks of identification or designation
         and such legends or endorsements printed, lithographed or engraved
         thereon as may be required by the rules of any securities exchange or
         quotation system on which the Stripped DECS may be listed or quoted
         for trading or any depositary therefor, or as may, consistently
         herewith, be determined by the officers of the Company executing such
         Stripped DECS Certificates, as evidenced by their execution of the
         Stripped DECS Certificates.

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

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

         "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
FORWARD PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS
REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS
CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE

                                    -19-


<PAGE>
<PAGE>

REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
FORWARD PURCHASE CONTRACT AGREEMENT."

         Section 2.2       Form of Agent's Certificate of Authentication.
                           ---------------------------------------------

              (a) The form of the Agent's certificate of authentication of the
         Upper DECS shall be in substantially the form set forth on the form of
         the Upper DECS Certificates.

              (b) The form of the Agent's certificate of authentication of the
         Stripped DECS shall be in substantially the form set forth on the
         form of the Stripped DECS Certificates.

                                ARTICLE III.
                                  THE DECS

         Section 3.1       Title and Terms; Denominations.
                           ------------------------------

              (a) The aggregate number of Upper DECS and Stripped DECS, if any,
         evidenced by Certificates authenticated, executed on behalf of the
         Holders and delivered hereunder is limited to 4,000,000 (4,600,000
         if the Underwriters' (as defined in the Underwriting Agreement)
         over-allotment option pursuant to the Underwriting Agreement is
         exercised in full), except for Certificates authenticated, executed
         and delivered upon registration of transfer of, in exchange for, or
         in lieu of other Certificates pursuant to Section 3.4, 3.5, 3.10,
         3.13, 3.14, 5.7, 5.8 or 8.5.

              (b) The Certificates shall be issuable only in registered form
         and only in denominations of a single DECS and any integral multiple
         thereof.

         Section 3.2       Rights and Obligations Evidenced by the Certificates.
                           ----------------------------------------------------

              (a) Each Upper DECS Certificate shall evidence the number of
         Upper DECS specified therein, with each such Upper DECS representing
         the ownership by the Holder thereof of a beneficial interest in a
         Note or the appropriate Treasury Consideration or Applicable Ownership
         Interest in the Treasury Portfolio, as the case may be, subject to
         the Pledge of such Note or such Treasury Consideration or Applicable
         Ownership Interest in the Treasury Portfolio, as the case may be,
         by such Holder pursuant to the Pledge Agreement, and the rights and
         obligations of the Holder thereof and the Company under one Forward
         Purchase Contract. The Agent as attorney-in-fact for, and on behalf
         of, the Holder of each Upper DECS shall pledge, pursuant to the
         Pledge Agreement, the Note or the appropriate Treasury Consideration
         or Applicable Ownership Interest in the Treasury Portfolio, as the
         case may be, forming a part of such Upper DECS, to the Collateral
         Agent and grant

                                    -20-


<PAGE>

         to the Collateral Agent a security interest in the right, title,
         and interest of such Holder in such Note or such Treasury
         Consideration or Applicable Ownership Interest in the Treasury
         Portfolio, as the case may be, for the benefit of the Company,
         to secure the obligation of the Holder under each Forward Purchase
         Contract to purchase the Common Stock of the Company. Prior to the
         purchase of shares of Common Stock under each Forward Purchase
         Contract, such Forward Purchase Contracts shall not entitle the
         Holders of Upper DECS Certificates to any of the rights of a holder of
         shares of Common Stock, including, without limitation, the right to
         vote or receive any dividends or other payments or to consent or to
         receive notice as stockholders in respect of the meetings of
         stockholders or for the election of directors of the Company or for
         any other matter, or any other rights whatsoever as stockholders of
         the Company.

              (b) Each Stripped DECS Certificate shall evidence the number
         of Stripped DECS specified therein, with each such Stripped DECS
         representing the ownership by the Holder thereof of a 1/40 undivided
         beneficial interest in a Treasury Security, subject to the Pledge of
         such interest in such Treasury Security by such Holder pursuant to the
         Pledge Agreement, and the rights and obligations of the Holder thereof
         and the Company under one Forward Purchase Contract. Prior to the
         purchase of shares of Common Stock under each Forward Purchase
         Contract, such Forward Purchase Contracts shall not entitle the Holders
         of Stripped DECS Certificates to any of the rights of a holder of
         shares of Common Stock, including, without limitation, the right to
         vote or receive any dividends or other payments or to consent or to
         receive notice as stockholders in respect of the meetings of
         stockholders or for the election of directors of the Company or for any
         other matter, or any other rights whatsoever as stockholders of the
         Company.

         Section 3.3       Execution, Authentication, Delivery and Dating.
                           ----------------------------------------------

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

              (b) The Certificates shall be executed on behalf of the Company
         by the Chief Executive Officer, the Chief Financial Officer, the
         President, any Vice-President, the Treasurer, any Assistant
         Treasurer, the Secretary or any Assistant Secretary (or other
         officer performing similar functions) of the Company and delivered
         to the Agent. The signature of any of these officers on the
         Certificates may be manual or facsimile.

                                    -21-


<PAGE>

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

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

              (e) Each Certificate shall be dated the date of its
         authentication.

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

         Section 3.4       Temporary Certificates.
                           ----------------------

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

              (b) If temporary Certificates are issued, the Company will cause
         definitive Certificates to be prepared without unreasonable delay.
         After the preparation of definitive Certificates, the temporary
         Certificates shall be exchangeable for definitive Certificates upon
         surrender of the temporary Certificates at the Corporate Trust Office,
         at the expense of the Company and without charge to the Holder. Upon
         surrender for cancellation of any one or more temporary Certificates,
         the Company shall execute and deliver to the Agent, and the Agent shall
         authenticate, execute on behalf of the Holder, and deliver in exchange
         therefor, one or more definitive Certificates of like tenor and
         denominations and evidencing a like number of Upper DECS or Stripped
         DECS, as

                                    -22-


<PAGE>
<PAGE>

         the case may be, as the temporary Certificate or Certificates
         so surrendered. Until so exchanged, the temporary Certificates shall in
         all respects evidence the same benefits and the same obligations with
         respect to the Upper DECS or Stripped DECS, as the case may be,
         evidenced thereby as definitive Certificates.

         Section 3.5       Registration; Registration of Transfer and Exchange.
                           ---------------------------------------------------

              (a) The Agent shall keep at the Corporate Trust Office a register
         (the "Upper DECS Register") in which, subject to such reasonable
         regulations as it may prescribe, the Agent shall provide for the
         registration of Upper DECS Certificates and of transfers of Upper
         DECS Certificates (the Agent, in such capacity, the "Upper DECS
         Registrar") and a register (the "Stripped DECS Register") in which,
         subject to such reasonable regulations as it may prescribe, the
         Agent shall provide for the registration of the Stripped DECS
         Certificates and transfers of Stripped DECS Certificates (the
         Agent, in such capacity, the "Stripped DECS Registrar").

              (b) Upon surrender for registration of transfer of any Certificate
         at the Corporate Trust Office, the Company shall execute and deliver
         to the Agent, and the Agent shall authenticate, execute on behalf
         of the designated transferee or transferees, and deliver, in the
         name of the designated transferee or transferees, one or more new
         Certificates of like tenor and denominations, and evidencing a like
         number of Upper DECS or Stripped DECS, as the case may be.

              (c) At the option of the Holder, Certificates may be exchanged for
         other Certificates, of like tenor and denominations and evidencing
         a like number of Upper DECS or Stripped DECS, as the case may be,
         upon surrender of the Certificates to be exchanged at the Corporate
         Trust Office. Whenever any Certificates are so surrendered for
         exchange, the Company shall execute and deliver to the Agent, and
         the Agent shall authenticate, execute on behalf of the Holder, and
         deliver the Certificates which the Holder making the exchange is
         entitled to receive.

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

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

                                    -23-


<PAGE>

              (f) No service charge shall be made for any registration of
         transfer or exchange of a Certificate, but the Company and the Agent
         may require payment from the Holder of a sum sufficient to cover any
         tax or other governmental charge that may be imposed in connection
         with any registration of transfer or exchange of Certificates,
         other than any exchanges pursuant to Sections 3.4, 3.6, 3.9 and 8.5
         not involving any transfer.

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

                       (i)   if the Stock Purchase Date has occurred, deliver
              the shares of Common Stock issuable in respect of the Forward
              Purchase Contracts forming a part of the DECS evidenced by
              such Certificate,

                       (ii)  in the case of Upper DECS, if a Termination Event
              shall have occurred prior to the Stock Purchase Date, transfer
              the Notes or the appropriate Treasury Consideration or
              Applicable Ownership Interest in the Treasury Portfolio,
              as applicable, relating to such Upper DECS, or

                       (iii) in the case of Stripped DECS, if a Termination
              Event shall have occurred prior to the Stock Purchase Date,
              transfer the Treasury Securities relating to such Stripped DECS,
              in each case subject to the applicable conditions and in
              accordance with the applicable provisions of Article V.

         Section 3.6       Book-Entry Interests.
                           --------------------

         The Certificates, on original issuance will be issued in the form
of one or more fully registered Global Certificates, to be delivered to the
Depositary or its custodian by, or on behalf of, the Company. Such Global
Certificate shall initially be registered in the applicable Register in the
name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner
will receive a definitive Certificate representing such Beneficial Owner's
interest in such Global Certificate, except as provided in Section 3.9. The
Agent shall enter into an agreement with the Depositary if so requested by
the Company. Unless and until definitive, fully registered Certificates have
been issued to Beneficial Owners pursuant to Section 3.9:

              (a) the provisions of this Section 3.6 shall be in full force
         and effect;

                                    -24-


<PAGE>

              (b) the Company shall be entitled to deal with the Clearing
         Agency for all purposes of this Agreement (including receiving
         approvals, votes or consents hereunder) as the Holder of the DECS and
         the sole holder of the Global Certificate(s) and shall have no
         obligation to the Beneficial Owners;

              (c) to the extent that the provisions of this Section 3.6
         conflict with any other provisions of this Agreement, the provisions
         of this Section 3.6 shall control; and

              (d) the rights of the Beneficial Owners shall be exercised only
         through the Clearing Agency and shall be limited to those established
         by law and agreements between such Beneficial Owners and the Clearing
         Agency and/or the Clearing Agency Participants. The Clearing Agency
         will make book-entry transfers among Clearing Agency Participants.

         Section 3.7       Notices To Holders.
                           ------------------

         Whenever a notice or other communication to the Holders is required
to be given under this Agreement, the Company or the Company's agent shall
give such notices and communications to the Holders and, with respect to any
DECS registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the Company's agent shall, except as set
forth herein, have no obligations to the Beneficial Owners.

         Section 3.8       Appointment of Successor Clearing Agency.
                           ----------------------------------------

         If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the DECS, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the DECS.

         Section 3.9       Definitive Certificates.
                           -----------------------

         If

                       (i)    a Clearing Agency elects to discontinue its
                  services as securities depositary with respect to the DECS
                  and a successor Clearing Agency is not appointed within 90
                  days after such discontinuance pursuant to Section 3.8,

                       (ii)   the Company elects to terminate the book-entry
                  system through the Clearing Agency with respect to the
                  DECS, or

                       (iii)  there shall have occurred and be continuing a
                  default by the Company in respect of its obligations under
                  one or more Forward Purchase Contracts,


                                    -25-


<PAGE>

then upon surrender of the Global Certificates representing the Book-Entry
Interests with respect to the DECS by the Clearing Agency, accompanied by
registration instructions, the Company shall cause definitive Certificates
to be delivered to Clearing Agency Participants in accordance with the
instructions of the Clearing Agency. The Company and the Agent shall not be
liable for any delay in delivery of such instructions and may conclusively
rely on and shall be protected in relying on such instructions.

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

              (a) If any mutilated Certificate is surrendered to the Agent, the
         Company shall execute and deliver to the Agent, and the Agent shall
         authenticate, execute on behalf of the Holder, and deliver in
         exchange therefor, a new Certificate at the cost of the Holder,
         evidencing the same number of Upper DECS or Stripped DECS, as the
         case may be, and bearing a Certificate number not contemporaneously
         outstanding.

              (b) If there shall be delivered to the Company and the Agent
         (i) evidence to their satisfaction of the destruction, loss or theft
         of any Certificate, and (ii) such security or indemnity at the cost
         of the Holder as may be required by them to hold each of them and
         any agent of any of them harmless, then, in the absence of notice to
         the Company or the Agent that such Certificate has been acquired by a
         bona fide purchaser, the Company shall execute and deliver to the
         Agent, and the Agent shall authenticate, execute on behalf of the
         Holder, and deliver to the Holder, in lieu of any such destroyed, lost
         or stolen Certificate, a new Certificate, evidencing the same number
         of Upper DECS or Stripped DECS, as the case may be, and bearing a
         Certificate number not contemporaneously outstanding.

              (c) Notwithstanding the foregoing, the Company shall not be
         obligated to execute and deliver to the Agent, and the Agent shall not
         be obligated to authenticate, execute on behalf of the Holder, and
         deliver to the Holder, a Certificate on or after the Business Day
         immediately preceding the earlier of the Stock Purchase Date or the
         Termination Date. In lieu of delivery of a new Certificate, upon
         satisfaction of the applicable conditions specified above in this
         Section and receipt of appropriate registration or transfer
         instructions from such Holder, the Agent shall (i) if the Stock
         Purchase Date has occurred, deliver the shares of Common Stock
         issuable in respect of the Forward Purchase Contracts forming a part
         of the DECS evidenced by such Certificate, or (ii) if a Termination
         Event shall have occurred prior to the Stock Purchase Date, transfer
         the Notes, the appropriate Treasury Consideration or Applicable
         Ownership Interest in the Treasury Portfolio, or the Treasury
         Securities, as the case may be, evidenced thereby, in each case
         subject to the applicable conditions and in accordance with the
         applicable provisions of Article V.

              (d) Upon the issuance of any new Certificate under this Section,
         the Company and the Agent may require the payment by the Holder of a
         sum sufficient

                                    -26-


<PAGE>

         to cover any tax or other governmental charge that may be imposed
         in relation thereto and any other expenses (including the fees and
         expenses of the Agent) connected therewith.

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

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

         Section 3.11      Persons Deemed Owners.
                           ---------------------

              (a) Prior to due presentment of a Certificate for registration
         of transfer, the Company and the Agent, and any agent of the Company
         or the Agent, may treat the Person in whose name such Certificate is
         registered as the owner of the DECS evidenced thereby, for the purpose
         of receiving interest payments on the Notes, performance of the
         Forward Purchase Contracts and for all other purposes whatsoever
         (subject to Section 4.1(a)), whether or not any such payments shall
         be overdue and notwithstanding any notice to the contrary, and neither
         the Company nor the Agent, nor any agent of the Company or the Agent,
         shall be affected by notice to the contrary.

              (b) Notwithstanding the foregoing, with respect to any Global
         Certificate, nothing herein shall prevent the Company, the Agent or any
         agent of the Company or the Agent from giving effect to any written
         certification, proxy or other authorization furnished by any Clearing
         Agency (or its nominee), as a Holder, with respect to such Global
         Certificate or impair, as between such Clearing Agency and owners of
         beneficial interests in such Global Certificate, the operation of
         customary practices governing the exercise of rights of such Clearing
         Agency (or its nominee) as Holder of such Global Certificate. None
         of the Company, the Agent, or any agent of the Company or the Agent
         will have any responsibility or liability for any aspect of the
         records relating to or payments made on account of beneficial
         ownership interests in a Global Certificate or maintaining,
         supervising or reviewing any records relating to such beneficial
         ownership interests.

         Section 3.12      Cancellation.
                           ------------

              (a) All Certificates surrendered (i) for delivery of shares of
         Common Stock on or after any Settlement Date; (ii) upon the transfer of
         Notes, the appropriate Treasury Consideration or Applicable Ownership
         Interest in the

                                    -27-


<PAGE>
<PAGE>

         Treasury Portfolio, or Treasury Securities, as the case may be,
         after the occurrence of a Termination Event; or (iii) upon the
         registration of a transfer or exchange of a DECS shall, if surrendered
         to any Person other than the Agent, be delivered to the Agent and, if
         not already cancelled, shall be promptly cancelled by it. The Company
         may at any time deliver to the Agent for cancellation any Certificates
         previously authenticated, executed and delivered hereunder which the
         Company may have acquired in any manner whatsoever, and all
         Certificates so delivered shall, upon Issuer Order, be promptly
         cancelled by the Agent. No Certificates shall be authenticated,
         executed on behalf of the Holder and delivered in lieu of or in
         exchange for any Certificates cancelled as provided in this Section,
         except as expressly permitted by this Agreement. All cancelled
         Certificates held by the Agent shall be disposed of by the Agent in
         accordance with its customary procedures unless otherwise directed by
         Issuer Order.

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

         Section 3.13      Establishment of Stripped DECS.
                           ------------------------------

              (a) A Holder may separate the Pledged Notes, Pledged Treasury
         Consideration or Pledged Applicable Ownership Interest in the Treasury
         Portfolio, as applicable, from the related Forward Purchase Contracts
         in respect of the Upper DECS held by such Holder by substituting for
         such Pledged Notes, Pledged Treasury Consideration or Pledged
         Applicable Ownership Interest in the Treasury Portfolio, as the case
         may be, Treasury Securities that will pay, on the Stock Purchase Date,
         an amount equal to the aggregate principal amount of such Notes or the
         appropriate Treasury Consideration or Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio (a "Collateral Substitution"), at any time from and after the
         date of this Agreement and on or prior to the second Business Day
         immediately preceding the Stock Purchase Date, by (i) depositing with
         the Collateral Agent Treasury Securities having an aggregate principal
         amount equal to the aggregate Stated Amount of such Upper DECS, and
         (ii) transferring the related Upper DECS to the Agent accompanied by a
         notice to the Agent, substantially in the form of Exhibit D hereto,
         stating that the Holder has transferred the relevant amount of Treasury
         Securities to the Collateral Agent and requesting that the Agent
         instruct the Collateral Agent to release the Pledged Notes, Pledged
         Treasury Consideration or Pledged Applicable Ownership Interest in the
         Treasury Portfolio, as the case may be, underlying such Upper DECS,
         whereupon the Agent shall promptly give such instruction to the
         Collateral Agent, substantially in the form of Exhibit C hereto.
         Notwithstanding the foregoing, a Holder may not separate the Pledged
         Notes, Pledged Treasury Consideration or Pledged Applicable Ownership
         Interest in the Treasury Portfolio, as the case may be, from the
         related Forward Purchase Contracts in respect of the

                                    -28-


<PAGE>
<PAGE>

         Upper DECS held by such Holder during the periods beginning on the
         fourth Business Day prior to any Remarketing Period and ending on the
         third Business Day after the end of such Remarketing Period. Upon
         receipt in the Treasury Securities described in clause (i) above and
         the instruction described in clause (ii) above, in accordance with the
         terms of the Pledge Agreement, the Collateral Agent will release to the
         Agent, on behalf of the Holder, such Pledged Notes, Pledged Treasury
         Consideration or Pledged Applicable Ownership Interest in the Treasury
         Portfolio, as the case may be, from the Pledge, free and clear of the
         Company's security interest therein, and upon receipt thereof the Agent
         shall promptly:

                       (i)     cancel the related Upper DECS;

                       (ii)    transfer the Pledged Notes, Pledged Treasury
                  Consideration or Pledged Applicable Ownership Interest in
                  the Treasury Portfolio, as the case may be, to the Holder; and

                       (iii)   authenticate, execute on behalf of such Holder
                  and deliver to such Holder a Stripped DECS Certificate
                  executed by the Company in accordance with Section 3.3
                  evidencing the same number of Forward Purchase Contracts as
                  were evidenced by the cancelled Upper DECS.

              (b) Holders who elect to separate the Pledged Notes, Pledged
         Treasury Consideration or Pledged Applicable Ownership Interest in the
         Treasury Portfolio, as the case may be, from the related Forward
         Purchase Contract and to substitute Treasury Securities for such
         Pledged Notes, Pledged Treasury Consideration or Pledged Applicable
         Ownership Interest in the Treasury Portfolio, as the case may be,
         shall be responsible for any fees or expenses payable to the
         Collateral Agent for its services as Collateral Agent in respect of
         the substitution, and the Company shall not be responsible for any
         such fees or expenses.

              (c) Holders may make Collateral Substitutions (i) if Treasury
         Securities are being substituted for Pledged Notes, only in
         integral multiples of 40 Upper DECS, or (ii) if the Collateral
         Substitutions occur after the Remarketing Date or any Subsequent
         Remarketing Date, as the case may be, only in integral multiples of
         Upper DECS such that the Treasury Securities to be deposited and
         the Treasury Consideration to be released are in integral multiples
         of $1,000.

              (d) In the event a Holder making a Collateral Substitution
         pursuant to this Section 3.13 fails to effect a book-entry transfer of
         the Upper DECS or fails to deliver an Upper DECS Certificate to the
         Agent after depositing Treasury Securities with the Collateral Agent,
         the Pledged Notes or Pledged Treasury Consideration or Pledged
         Applicable Ownership Interest in the Treasury Portfolio, as the case
         may be, constituting a part of such Upper DECS, and any distributions
         on such Pledged Notes or Pledged Treasury Consideration or Pledged
         Applicable Ownership Interest in the Treasury Portfolio, as the case
         may be, shall be held in the name of the Agent or its nominee in trust
         for the benefit of such Holder, until

                                    -29-


<PAGE>
<PAGE>

         such Upper DECS are so transferred or the Upper DECS Certificate is so
         delivered, as the case may be, or, with respect to an Upper DECS
         Certificate, such Holder provides evidence satisfactory to the Company
         and the Agent that such Upper DECS Certificate has been destroyed, lost
         or stolen, together with any indemnity that may be required by the
         Agent and the Company.

             (e) Except as described in this Section 3.13, for so long as the
         Forward Purchase Contract underlying an Upper DECS remains in
         effect, such Upper DECS shall not be separable into its constituent
         parts, and the rights and obligations of the Holder of such Upper
         DECS in respect of the Note or the appropriate Treasury
         Consideration or Applicable Ownership Interest in the Treasury
         Portfolio, as the case may be, and the Forward Purchase Contract
         comprising such Upper DECS may be acquired, and may be transferred
         and exchanged, only as an Upper DECS.

         Section 3.14      Reestablishment of Upper DECS.
                           -----------------------------

             (a) A Holder of Stripped DECS may reestablish Upper DECS at any
         time from and after the date of this Agreement and on or prior to the
         second Business Day immediately preceding the Stock Purchase Date,
         by (i) depositing with the Collateral Agent the Notes or the
         appropriate Treasury Consideration or Applicable Ownership Interest
         in the Treasury Portfolio (identified and calculated by reference
         to the Treasury Consideration then comprising Upper DECS), as the case
         may be, then comprising such number of Upper DECS as is equal to such
         Stripped DECS and (ii) transferring such Stripped DECS to the Agent
         accompanied by a notice to the Agent, substantially in the form of
         Exhibit D hereto, stating that the Holder has transferred the relevant
         amount of Notes or the appropriate Treasury Consideration or Applicable
         Ownership Interest in the Treasury Portfolio, as the case may be, to
         the Collateral Agent and requesting that the Agent instruct the
         Collateral Agent to release the Pledged Treasury Securities underlying
         such Stripped DECS, whereupon the Agent shall promptly give such
         instruction to the Collateral Agent, substantially in the form of
         Exhibit C hereto. Notwithstanding the foregoing, a Holder may not
         reestablish Upper DECS during the periods beginning on the fourth
         Business Day prior to any Remarketing Period and ending on the third
         business day after the end of such Remarketing Period. Upon receipt of
         the Notes or the appropriate Treasury Consideration or Applicable
         Ownership Interest in the Treasury Portfolio, as the case may be,
         described in clause (i) above and the instruction described in clause
         (ii) above, in accordance with the terms of the Pledge Agreement, the
         Collateral Agent will release to the Agent, on behalf of the Holder,
         such Pledged Treasury Securities from the Pledge, free and clear of the
         Company's security interest therein, and upon receipt thereof the Agent
         shall promptly:

                       (i)    cancel the related Stripped DECS;

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

                                    -30-


<PAGE>
<PAGE>

                       (iii)  authenticate, execute on behalf of such Holder
                  and deliver an Upper DECS Certificate executed by the Company
                  in accordance with Section 3.3 evidencing the same number of
                  Forward Purchase Contracts as were evidenced by the
                  cancelled Stripped DECS.

              (b) Holders of Stripped DECS may reestablish Upper DECS (i)
         only in integral multiples of 40 Stripped DECS for 40 Upper DECS or
         (ii) if the reestablishment occurs after the Remarketing Date (if
         such remarketing is successful) or any Subsequent Remarketing Date,
         or after a Tax Event Redemption, only in integral multiples of
         Stripped DECS such that the Treasury Consideration to be deposited
         and the Treasury Securities to be released are in integral
         multiples of $1,000.

              (c) Except as provided in this Section 3.14, for so long as
         the Forward Purchase Contract underlying a Stripped DECS remains in
         effect, such Stripped DECS shall not be separable into its
         constituent parts, and the rights and obligations of the Holder of
         such Stripped DECS in respect of the Treasury Security and Forward
         Purchase Contract comprising such Stripped DECS may be acquired,
         and may be transferred and exchanged, only as a Stripped DECS.

              (d) Holders of Stripped DECS who reestablish Upper DECS shall
         be responsible for any fees or expenses payable to the Collateral
         Agent for its services as Collateral Agent in respect of the
         substitution, and the Company shall not be responsible for any such
         fees or expenses.

              (e) In the event a Holder who reestablishes Upper DECS
         pursuant to this Section 3.14 fails to effect a book-entry transfer
         of the Stripped DECS or fails to deliver a Stripped DECS
         Certificate to the Agent after depositing Pledged Notes, the
         Pledged Treasury Consideration or Pledged Applicable Ownership
         Interest in the Treasury Portfolio, as the case may be, with the
         Collateral Agent, the Treasury Securities constituting a part of
         such Stripped DECS, and any distributions on such Treasury
         Securities shall be held in the name of the Agent or its nominee in
         trust for the benefit of such Holder, until such Stripped DECS are
         so transferred or the Stripped DECS Certificate is so delivered, as
         the case may be, or, with respect to a Stripped DECS Certificate,
         such Holder provides evidence satisfactory to the Company and the
         Agent that such Stripped DECS Certificate has been destroyed, lost
         or stolen, together with any indemnity that may be required by the
         Agent and the Company.

         Section 3.15      Transfer of Collateral Upon Occurrence of Termination
                           -----------------------------------------------------
                           Event.
                           -----
         Upon the occurrence of a Termination Event and the transfer to the
Agent of the Notes, the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as
the case may be, underlying the Upper DECS and the Stripped DECS pursuant to
the terms of the Pledge Agreement, the Agent shall request transfer
instructions with respect to such Notes or the appropriate Treasury

                                    -31-


<PAGE>
<PAGE>

Consideration or Applicable Ownership Interest in the Treasury Portfolio, or
Treasury Securities, as the case may be, from each Holder by written request
mailed to such Holder at its address as it appears in the Upper DECS
Register or the Stripped DECS Register, as the case may be. Upon book-entry
transfer of the Upper DECS or Stripped DECS or delivery of an Upper DECS
Certificate or Stripped DECS Certificate to the Agent with such transfer
instructions, the Agent shall transfer the Notes, the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, or
Treasury Securities or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, underlying such Upper DECS or Stripped DECS,
as the case may be, to such Holder by book-entry transfer, or other
appropriate procedures, in accordance with such instructions. In the event a
Holder of Upper DECS or Stripped DECS fails to effect such transfer or
delivery, the Notes, the appropriate Treasury Consideration or Treasury
Securities, as the case may be, underlying such Upper DECS or Stripped DECS,
as the case may be, and any distributions thereon, shall be held in the name
of the Agent or its nominee in trust for the benefit of such Holder, until
such Upper DECS or Stripped DECS are transferred or the Upper DECS
Certificate or Stripped DECS Certificate is surrendered or such Holder
provides satisfactory evidence that such Upper DECS Certificate or Stripped
DECS Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Agent and the Company.

         Section 3.16      No Consent to Assumption.
                           ------------------------

         Each Holder of a DECS, by acceptance thereof, shall be deemed
expressly to have withheld any consent to the assumption under Section 365
of the Bankruptcy Code or otherwise, of the Forward Purchase Contract by the
Company, any receiver, liquidator or person or entity performing similar
functions or its trustee in the event that the Company becomes the debtor
under the Bankruptcy Code or subject to other similar state or federal law
providing for reorganization or liquidation.

                                ARTICLE IV.
                                 THE NOTES

         Section 4.1       Payment of Interest; Rights to Interest Payments
                           ------------------------------------------------
                           Preserved; Notice.
                           -----------------

              (a) A payment on any Note, Treasury Consideration or Applicable
         Ownership Interest in the Treasury Portfolio, as the case may be, which
         is paid on any Payment Date other than a Payment Date with respect to
         the Stated Amount due on Treasury Consideration or Applicable Ownership
         Interest in the Treasury Portfolio shall, subject to receipt thereof by
         the Agent from the Collateral Agent (if the Collateral Agent is the
         registered owner thereof) as provided by the terms of the Pledge
         Agreement, be paid to the Person in whose name the Upper DECS
         Certificate (or one or more Predecessor Upper DECS Certificates) of
         which such Note or the appropriate Treasury Consideration or Applicable
         Ownership Interest

                                    -32-


<PAGE>

         in the Treasury Portfolio, as the case may be, is a part is
         registered at the close of business on the Record Date for such
         Payment Date.

              (b) Each Upper DECS Certificate evidencing Notes delivered under
         this Agreement upon registration of transfer of or in exchange for or
         in lieu of any other Upper DECS Certificate shall carry the rights to
         interest accrued and unpaid which were carried by the Notes and
         Treasury Consideration or Applicable Ownership Interest in the
         Treasury Portfolio, as the case may be, underlying such other Upper
         DECS Certificate.

              (c) In the case of any Upper DECS with respect to which Early
         Settlement of the underlying Forward Purchase Contract is effected
         on an Early Settlement Date, Merger Early Settlement of the
         underlying Forward Purchase Contract is effected on a Merger Early
         Settlement Date, Cash Settlement is effected on the Business Day
         immediately preceding the Stock Purchase Date, or a Collateral
         Substitution is effected, in each case on a date that is after any
         Record Date and on or prior to the next succeeding Payment Date,
         payments on the Note or the appropriate Treasury Consideration or
         Applicable Ownership Interest in the Treasury Portfolio, as the
         case may be, underlying such Upper DECS otherwise payable on such
         Payment Date shall be payable on such Payment Date notwithstanding
         such Early Settlement, Merger Early Settlement, Cash Settlement or
         Collateral Substitution, as the case may be, and such payments
         shall, subject to receipt thereof by the Agent, be payable to the
         Person in whose name the Upper DECS Certificate (or one or more
         Predecessor Upper DECS Certificates) was registered at the close of
         business on the Record Date. Except as otherwise expressly provided
         in the immediately preceding sentence, in the case of any Upper
         DECS with respect to which Early Settlement, Merger Early
         Settlement or Cash Settlement of the underlying Forward Purchase
         Contract is effected, or with respect to which a Collateral
         Substitution has been effected, payments on the related Notes or
         payments on the appropriate Treasury Consideration or Applicable
         Ownership Interest in the Treasury Portfolio, as the case may be,
         that would otherwise be payable after the applicable Settlement
         Date or after such Collateral Substitution, as the case may be,
         shall not be payable hereunder to the Holder of such Upper DECS;
         provided, that to the extent that such Holder continues to hold the
         Separate Notes that formerly comprised a part of such Holder's
         Upper DECS, such Holder shall be entitled to receive the payments
         on such Separate Notes.

         Section 4.2       Notice and Voting.
                           -----------------

         Under the terms of the Pledge Agreement, the Agent will be entitled
to exercise the voting and any other consensual rights pertaining to the
Pledged Notes but only to the extent instructed by the Holders as described
below. Upon receipt of notice of any meeting at which holders of Notes are
entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of Notes, the Agent shall, as soon as practicable thereafter, mail
to the Holders of Upper DECS a notice (a) containing such information as is
contained in the

                                    -33-


<PAGE>

notice or solicitation, (b) stating that each Holder on the record date set
by the Agent therefor (which, to the extent possible, shall be the same date
as the record date for determining the holders of Notes entitled to vote)
shall be entitled to instruct the Agent as to the exercise of the voting
rights pertaining to the Pledged Notes underlying their Upper DECS and (c)
stating the manner in which such instructions may be given. Upon the written
request of the Holders of Upper DECS on such record date, the Agent shall
endeavor insofar as practicable to vote or cause to be voted, in accordance
with the instructions set forth in such requests, the maximum number of
Pledged Notes as to which any particular voting instructions are received.
In the absence of specific instructions from the Holder of an Upper DECS,
the Agent shall abstain from voting the Pledged Note underlying such Upper
DECS. The Company hereby agrees, if applicable, to solicit Holders of Upper
DECS to timely instruct the Agent in order to enable the Agent to vote such
Pledged Notes.

         Section 4.3       Tax Event Redemption
                           --------------------

         Upon the occurrence of a Tax Event Redemption prior to the
successful remarketing of the Notes, the Company may elect to instruct in
writing the Collateral Agent to apply, and upon such written instruction,
the Collateral Agent shall apply, out of the aggregate Redemption Price for
the Notes that are components of Upper DECS, an amount equal to the
aggregate Tax Event Redemption Principal Amount for the Notes that are
components of Upper DECS to purchase on behalf of the Holders of Upper DECS
the Treasury Portfolio and promptly remit the remaining portion of such
Redemption Price to the Agent for payment to the Holders of such Upper DECS.
The Treasury Portfolio will be substituted for the Pledged Notes, and will
be pledged to the Collateral Agent in accordance with the terms of the
Pledge Agreement to secure the obligation of each Holder of an Upper DECS to
purchase the Common Stock under the Forward Purchase Contract constituting a
part of such Upper DECS. Following the occurrence of a Tax Event Redemption
prior to a successful remarketing of the Notes, the Holders of Upper DECS
and the Collateral Agent shall have such security interests, rights and
obligations with respect to the Treasury Portfolio as the Holder of Upper
DECS and the Collateral Agent had in respect of the Notes, as the case may
be, subject to the Pledge thereof as provided in Articles II, III, IV, V and
VI of the Pledge Agreement, and any reference herein or in the Certificates
to the Note shall be deemed to be a reference to such Treasury Portfolio and
any reference herein or in the Certificates to interest on the Notes shall
be deemed to be a reference to corresponding distributions on the Treasury
Portfolio. The Company may cause to be made in any Upper DECS Certificates
thereafter to be issued such change in phraseology and form (but not in
substance) as may be appropriate to reflect the substitution of the Treasury
Portfolio for Notes as collateral.

         The Company shall cause notice of any Tax Event Redemption to be
mailed, at least 30 calendar days but not more than 60 calendar days before
the relevant Tax Event Redemption Date, to each Holder of Upper DECS
including Notes to be redeemed at its registered address.

                                    -34-


<PAGE>

         Upon the occurrence of a Tax Event Redemption after the successful
remarketing of the Notes, the Redemption Price will be payable in cash to
the holders of the Notes.

                                 ARTICLE V.
               THE FORWARD PURCHASE CONTRACTS; THE REMARKETING

         Section 5.1       Purchase of Shares of Common Stock.
                           ----------------------------------

              (a) Each Forward Purchase Contract shall, unless an Early
         Settlement has occurred in accordance with Section 5.7, or a Merger
         Early Settlement has occurred in accordance with Section 5.8, obligate
         the Holder of the related DECS to purchase, and the Company to
         sell, on the Stock Purchase Date at a price equal to $25 (the
         "Purchase Price"), a number of newly issued shares of Common Stock
         equal to the Settlement Rate unless, on or prior to the Stock
         Purchase Date, there shall have occurred a Termination Event with
         respect to the DECS of which such Forward Purchase Contract is a
         part. The "Settlement Rate" is equal to,

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

                       (ii)  if the Applicable Market Value is less than the
                  Threshold Appreciation Price, but is greater than $ , the
                  number of shares of Common Stock per Forward Purchase
                  Contract equal to the Stated Amount of the related DECS
                  divided by the Applicable Market Value, and

                       (iii) if the Applicable Market Value is equal to or less
                  than $ ,   shares of Common Stock per Forward Purchase
                  Contract, in each case subject to adjustment as provided
                  in Section 5.4 (and in each case rounded upward or
                  downward to the nearest 1/10,000th of a share). As
                  provided in Section 5.10, no fractional shares of Common
                  Stock will be issued upon settlement of Forward Purchase
                  Contracts.

              (b) No fractional shares of Common Stock will be issued by the
         Company with respect to the payment of Contract Adjustment Payments
         on the Stock Purchase Date. In lieu of fractional shares otherwise
         issuable with respect to such payment of Contract Adjustment
         Payments, the Holder will be entitled to receive an amount in cash
         as provided in Section 5.10.

              (c) The "Applicable Market Value" means the average of the Closing
         Price per share of Common Stock on each of the 20 consecutive Trading
         Days ending on the third Trading Day immediately preceding the Stock
         Purchase Date. The "Closing Price" of the Common Stock on any date
         of determination means the closing sale price (or, if no closing
         price is reported, the last reported sale price) of the Common
         Stock on the New York Stock Exchange (the "NYSE") on such date or,
         if the Common Stock is not listed for trading on the NYSE on any
         such date, as

                                    -35-


<PAGE>

         reported in the composite transactions for the principal United
         States securities exchange on which the Common Stock is so listed,
         or if the Common Stock is not so listed on a United States
         national or regional securities exchange, as reported by The Nasdaq
         Stock Market, or, if the Common Stock is not so reported, the last
         quoted bid price for the Common Stock in the over-the-counter market
         as reported by the National Quotation Bureau or similar organization,
         or, if such bid price is not available, the market value of the
         Common Stock on such date as determined by a nationally recognized
         independent investment banking firm retained for this purpose by
         the Company. A "Trading Day" means a day on which the Common Stock
         (A) is not suspended from trading on any national or regional
         securities exchange or association or over-the-counter market at
         the close of business and (B) has traded at least once on the
         national or regional securities exchange or association or over-the-
         counter market that is the primary market for the trading of the
         Common Stock.

              (d) Each Holder of a DECS, by its acceptance thereof, irrevocably
         authorizes the Agent to enter into and perform the related Forward
         Purchase Contract on its behalf as its attorney-in-fact (including
         the execution of Certificates on behalf of such Holder), agrees to
         be bound by the terms and provisions thereof, covenants and agrees
         to perform its obligations under such Forward Purchase Contracts,
         and consents to the provisions hereof, irrevocably authorizes the
         Agent as its attorney-in-fact to enter into and perform the Pledge
         Agreement on its behalf as its attorney-in-fact, and consents to
         and agrees to be bound by the Pledge of the Notes, the appropriate
         Treasury Consideration or Applicable Ownership Interest in the
         Treasury Portfolio, or the Treasury Securities pursuant to the Pledge
         Agreement; provided that upon a Termination Event, the rights of the
         Holder of such DECS under the Forward Purchase Contract may be
         enforced without regard to any other rights or obligations. Each
         Holder of a DECS, by its acceptance thereof, further covenants and
         agrees, that, to the extent and in the manner provided in Section
         5.2 and the Pledge Agreement, but subject to the terms thereof,
         payments in respect of the Notes, the appropriate Treasury
         Consideration or Applicable Ownership Interest in the Treasury
         Portfolio, or the Treasury Securities to be paid upon settlement of
         such Holder's obligations to purchase Common Stock under the
         Forward Purchase Contract, shall be paid on the Stock Purchase Date
         by the Collateral Agent to the Company in satisfaction of such
         Holder's obligations under such Forward Purchase Contract.

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

                                    -36-


<PAGE>
<PAGE>

         Section 5.2       Payment of Purchase Price: Remarketing.
                           --------------------------------------

              (a) Unless a Tax Event Redemption, successful remarketing,
         Termination Event, Merger Early Settlement or Early Settlement has
         occurred, each Holder of an Upper DECS may pay in cash ("Cash
         Settlement") the Purchase Price for the shares of Common Stock to be
         purchased pursuant to a Forward Purchase Contract if such Holder
         notifies the Agent by use of a notice in substantially the form of
         Exhibit E hereto of its intention to make a Cash Settlement. Such
         notice shall be made on or prior to 5:00 p.m., New York City time,
         on the seventh Business Day immediately preceding the Stock Purchase
         Date. The Agent shall promptly notify the Collateral Agent of the
         receipt of such a notice from a Holder intending to make a Cash
         Settlement.

                       (i)   A Holder of an Upper DECS who has so notified
                  the Agent of its intention to make a Cash Settlement is
                  required to pay the Purchase Price to the Collateral Agent
                  prior to 11:00 a.m., New York City time, on the Business Day
                  immediately preceding the Stock Purchase Date in lawful money
                  of the United States by certified or cashiers' check or
                  wire transfer, in each case payable to or upon the order of
                  the Company. Any cash received by the Collateral Agent will
                  be paid to the Company on the Stock Purchase Date in
                  settlement of the Forward Purchase Contract in accordance
                  with the terms of this Agreement and the Pledge Agreement.

                       (ii)  If a Holder of an Upper DECS fails to notify the
                  Agent of its intention to make a Cash Settlement in
                  accordance with this paragraph (a), such failure shall
                  constitute an event of default and the Holder shall be
                  deemed to have consented to the disposition of the
                  Pledged Notes pursuant to the remarketing as described in
                  paragraph (b) below. If a Holder of an Upper DECS does
                  notify the Agent as provided in this paragraph (a) of its
                  intention to pay the Purchase Price in cash, but fails to
                  make such payment as required by paragraph (a)(i)
                  above, such failure shall also constitute a default;
                  however, the Notes of such a Holder will not be remarketed
                  but instead the Collateral Agent, for the benefit of the
                  Company, will exercise its rights as a secured party with
                  respect to such Notes, including but not limited to
                  those rights specified in subsection (b)(iii) below.

              (b) (i) The Company shall engage a nationally recognized
         investment bank (the "Remarketing Agent") pursuant to a Remarketing
         Agreement to be mutually agreed on by the Company, the Agent and the
         Remarketing Agent, but substantially as set forth in Exhibit F hereto
         to sell the Notes of Holders of Upper DECS, other than Holders that
         have elected not to participate in the remarketing pursuant to the
         procedures set forth in clause (iv) below, and holders of Separate
         Notes that have elected to participate in the remarketing pursuant to
         the procedures set forth in Section 4.5(d) of the Pledge Agreement. On
         the seventh day prior to the Remarketing Date the Agent shall give
         Holders of Upper DECS and holders of

                                    -37-


<PAGE>
<PAGE>

         Separate Notes notice of the remarketing (the form of which notice
         to be provided by the Company) in a daily newspaper in the English
         language of general circulation in The City of New York, which is
         expected to be The Wall Street Journal, including the specific U.S.
         Treasury security or securities (including the CUSIP number and/or the
         principal terms of such Treasury security or securities) described in
         clause (iv) below, that must be delivered by Holders of Upper DECS that
         elect not to participate in the remarketing pursuant to clause (iv)
         below, no later than 10:00 a.m. on the fourth Business Day preceding
         the Remarketing Date. The Agent shall notify, by 10:00 a.m., New York
         City time, on the third Business Day preceding the Remarketing Date,
         the Remarketing Agent and the Collateral Agent of the aggregate number
         of Notes of Upper DECS Holders to be remarketed. On the third Business
         Day immediately preceding the Remarketing Date, no later than
         by 10:00 a.m. New York City time, pursuant to the terms of the Pledge
         Agreement, the Custodial Agent will notify the Remarketing Agent of the
         aggregate number of Separate Notes to be remarketed. On the third
         Business Day immediately preceding the Remarketing Date, the Collateral
         Agent and the Custodial Agent, pursuant to the terms of the Pledge
         Agreement, will deliver for remarketing to the Remarketing Agent all
         Notes to be remarketed. Upon receipt of such notice from the Agent and
         the Custodial Agent and such Notes from the Collateral Agent and the
         Custodial Agent, the Remarketing Agent will, on the third Business Day
         following the Remarketing Date, use its reasonable best efforts to (i)
         establish a rate of interest that, in the opinion of the Remarketing
         Agent, will, when applied to the Notes (assuming, even if not true,
         that all of the Notes are included in the remarketing), enable the then
         current aggregate market value of the Notes to have a value equal to at
         least 100.5% of the Remarketing Value as of the Remarketing Date or as
         of any Subsequent Remarketing Date, as the case may be (the "Reset
         Rate") and (ii) sell such Notes on such date at a price equal to 100.5%
         of the Remarketing Value. The Remarketing Agent will use the proceeds
         from a successful remarketing to purchase the appropriate U.S. Treasury
         securities (the "Agent-purchased Treasury Consideration") with the
         CUSIP numbers, if any, selected by the Remarketing Agent, described in
         clauses (i) and (ii) of the definition of Remarketing Value related to
         the Notes of Holders of Upper DECS that were remarketed. On or prior to
         the third Business Day following the Remarketing Date, the Remarketing
         Agent shall deliver such Agent-purchased Treasury Consideration to the
         Agent, which shall thereupon deliver such Agent-purchased Treasury
         Consideration to the Collateral Agent. The Collateral Agent, for the
         benefit of the Company, will thereupon apply such Agent-purchased
         Treasury Consideration, in accordance with the Pledge Agreement, to
         secure such Holders' obligations under the Forward Purchase Contracts.
         The Remarketing Agent will deduct as a remarketing fee an amount not
         exceeding 25 basis points (0.25%) of the total proceeds from the
         remarketing (the "Remarketing Fee"). The Remarketing Agent will remit
         (1) the portion of the proceeds from the remarketing attributable to
         the Separate Notes to the Custodial Agent for the benefit of the
         holders of Separate Notes that were remarketed and (2) the remaining
         portion of the proceeds, less those proceeds used to purchase the
         Agent-purchased Treasury Consideration, to the Forward Purchase

                                    -38-


<PAGE>
<PAGE>

         Contract Agent for payment to the Holders of the Upper DECS that were
         remarketed, all determined on a pro rata basis, in each case, on or
         prior to the third Business Day following the Remarketing Date.
         Holders whose Notes are so remarketed will not otherwise be
         responsible for the payment of any Remarketing Fee in connection
         therewith.

                       (ii)  If, in spite of using its commercially reasonable
                  best efforts, the Remarketing Agent cannot remarket the Notes
                  included in the remarketing at a price equal to at least
                  100.5% of the Remarketing Value, the Remarketing Agent will
                  again attempt to remarket the Notes included in the
                  remarketing at a price equal to at least 100.5% of the
                  Remarketing Value on each of the two immediately following
                  Business Days. If the Remarketing Agent cannot remarket
                  the Notes included in the remarketing at a price equal to
                  at least 100.5% of the Remarketing Value on either of
                  those days, it will attempt to remarket the Notes included
                  in the remarketing at a price equal to at least 100.5% of
                  the Remarketing Value on each of the three Business Days
                  immediately preceding  . If the Remarketing Agent cannot
                  remarket the Notes included in the remarketing at a price
                  equal to at least 100.5% of the Remarketing Value either on
                  any of the two Business Days immediately following the
                  Remarketing Date or on any of the three Business Days
                  immediately preceding  , the remarketing in each such
                  period will be deemed to have failed (each, a "Failed
                  Remarketing"). If the Remarketing Agent cannot remarket the
                  Notes included in the remarketing at a price equal to at
                  least 100.5% of the Remarketing Value on any of the three
                  Business Days immediately preceding  , the Remarketing Agent
                  will further attempt to remarket the Notes included in the
                  remarketing at a price equal to at least 100.5% of the
                  Remarketing Value on each of the three Business Days
                  immediately preceding the Stock Purchase Date. If, in spite
                  of using its commercially reasonable best efforts, the
                  Remarketing Agent fails to remarket the Notes underlying
                  the Upper DECS at a price equal to at least 100.5% of the
                  Remarketing Value in accordance with the terms of the Pledge
                  Agreement by 4:00 p.m., New York City time, on the Business
                  Day immediately preceding the Stock Purchase Date, the
                  "Last Failed Remarketing" will be deemed to have occurred.
                  In this case, within three Business Days following
                  the date of the Last Failed Remarketing, the Remarketing
                  Agent shall return any Notes delivered to it to the
                  Collateral Agent. The Collateral Agent, for the benefit
                  of the Company, may exercise its rights as a secured party
                  with respect to such Notes, including those actions specified
                  in subsection (b) (iii) below; provided, that if upon the
                  Last Failed Remarketing, the Collateral Agent delivers any
                  Notes to the Company in full satisfaction of the Holder's
                  obligation under the related Forward Purchase Contracts, any
                  accumulated and unpaid interest on such Notes will become
                  payable by the Company to the Agent for payment to the
                  Holder of the Upper DECS to which such Notes relate. Such
                  payment will be made by the Company on or prior to
                  11 a.m., New York City time, on the

                                    -39-


<PAGE>
<PAGE>

                  Stock  Purchase Date in lawful money of the United States
                  by certified or cashier's check or wire transfer in
                  immediately available funds payable to or upon the order
                  of the Agent. If any holder of Notes exercises its right
                  to put such holder's Notes to the Company pursuant to the
                  terms of the Notes, the proceeds of the put shall be paid
                  (a) to the Collateral Agent on behalf of such holder
                  to satisfy such holder's obligation under the related Forward
                  Purchase Contract if such Notes are part of an Upper DECS
                  and (b) to the Holder of such Notes if the Notes are
                  Separate Notes. The Company will cause a notice of any
                  Failed Remarketing or the Last Failed Remarketing to be
                  published on the fourth Business Day following the
                  Remarketing Date, any Subsequent Remarketing Date and the
                  date of the Last Failed Remarketing, as the case may be,
                  in a daily newspaper in the English language of general
                  circulation in The City of New York, which is expected to
                  be The Wall Street Journal. The Company will also release
                  this information by means of Bloomberg and Reuters newswire.

                       (iii) With respect to any Notes which constitute part of
                  Upper DECS which are subject to the Last Failed Remarketing,
                  the Collateral Agent for the benefit of the Company reserves
                  all of its rights as a secured party with respect thereto
                  and, subject to applicable law and Section 5.2 (e) below,
                  may, among other things, permit the Company to cause the
                  Notes to be sold or to retain and cancel such Notes, in
                  either case, in full satisfaction of the Holders'
                  obligations under the Forward Purchase Contracts.

                       (iv)  A Holder of Upper DECS may elect not to
                  participate in the remarketing and retain the Notes
                  underlying such DECS by notifying the Agent of such election
                  and delivering the specific U.S. Treasury security or
                  securities (including the CUSIP number and/or the principal
                  terms of such security or securities) identified by the Agent
                  that constitute the U.S. Treasury securities described in
                  clauses (i) and (ii) of the definition of Remarketing
                  Value relating to the retained Notes (as if only such Notes
                  were being remarketed) (the "Opt-out Treasury Consideration")
                  to the Agent not later than 10:00 a.m. on the fourth Business
                  Day prior to the Remarketing Date (or, in the case of a
                  Failed Remarketing, not later than 10:00 a.m. on the
                  Business Day immediately prior to the Subsequent
                  Remarketing Date). Upon receipt thereof by the Agent, the
                  Agent shall deliver such Opt-out Treasury Consideration
                  to the Collateral Agent, which will, for the benefit of
                  the Company, thereupon apply such Opt-out Treasury
                  Consideration to secure such Holder's obligations
                  under the Forward Purchase Contracts. On the first Business
                  Day immediately preceding the Remarketing Date, the
                  Collateral Agent, pursuant to the terms of the Pledge
                  Agreement, will deliver the Pledged Notes of such Holder to
                  the Agent. Within three Business Days following the
                  Remarketing Date, (A) if the remarketing was successful,
                  the Agent shall distribute such Notes to the Holders thereof,
                  and (B) if there was a Failed Remarketing on such

                                    -40-


<PAGE>
<PAGE>


                  date, the Agent will deliver such Notes to the Collateral
                  Agent, which will, for the benefit of the Company, thereupon
                  apply such Notes to secure such Holders' obligations under
                  the Forward Purchase Contracts and return the Opt-out
                  Treasury Consideration delivered by such Holders to such
                  Holders. A Holder that does not so deliver the Opt-out
                  Treasury Consideration pursuant to this clause (iv) shall be
                  deemed to have elected to participate in the remarketing.

              (c) Upon the maturity of the Pledged Treasury Securities
         underlying the Stripped DECS and the Pledged Treasury Consideration or
         Pledged Applicable Ownership Interest in the Treasury Portfolio, as
         the case may be, underlying the Upper DECS, on the Stock Purchase Date,
         the Collateral Agent shall remit to the Company an amount equal to the
         aggregate Purchase Price applicable to such DECS, as payment for the
         Common Stock issuable upon settlement thereof without receiving any
         instructions from the Holders of such DECS. In the event the payments
         in respect of the Pledged Treasury Securities, Pledged Treasury
         Consideration or Pledged Applicable Ownership Interest in the
         Treasury Portfolio underlying a DECS is in excess of the Purchase
         Price under the Forward Purchase Contract being settled thereby,
         the Collateral Agent will distribute such excess to the Agent for
         the benefit of the Holder of such DECS when received.

              (d) Any distribution to Holders of excess funds and interest
         described in Section 5.2(b) and (c) above shall be payable at the
         office of the Agent in The City of New York maintained for that purpose
         or, at the option of the Holder or the holder of Separate Notes, as
         applicable, by check mailed to the address of the Person entitled
         thereto at such address as it appears on the relevant Register or
         by wire transfer to an account specified by the Holder or the
         holder of Separate Notes, as applicable.

              (e) The obligations of each Holder to pay the Purchase Price are
         non-recourse obligations and except to the extent paid by Cash
         Settlement, Early Settlement or Merger Early Settlement, are
         payable solely out of the proceeds of any Collateral pledged to
         secure the obligations of the Holder, and in no event will any
         Holder be liable for any deficiency between such proceeds and the
         Purchase Price.

              (f) Notwithstanding anything to the contrary herein, the Company
         shall not be obligated to issue any Common Stock in respect of a
         Forward Purchase Contract or deliver any certificates therefor to the
         Holder of the related DECS unless the Company shall have received
         payment in full for the shares of Common Stock to be purchased
         thereunder by such Holder in the manner herein set forth.

              (g) In the event of a successful remarketing, the interest rate
         on all of the outstanding Notes (whether or not included in the
         remarketing) shall be adjusted to the Reset Rate.

                                    -41-


<PAGE>

         Section 5.3       Issuance of Shares of Common Stock.
                           ----------------------------------

         Unless a Termination Event shall have occurred on or prior to the
Stock Purchase Date or an Early Settlement or a Merger Early Settlement
shall have occurred, on the Stock Purchase Date, upon its receipt of payment
for the shares of Common Stock purchased by the Holders pursuant to the
foregoing provisions of this Article and subject to Section 5.4, the Company
shall issue and deposit with the Agent, for the benefit of the Holders of
the Outstanding DECS, one or more certificates or book-entry interests
representing the newly issued shares of Common Stock registered in the name
of the Agent (or its nominee) as custodian for the Holders (such
certificates or book-entry interests for shares of Common Stock, together
with any dividends or distributions for which a record date and payment date
for such dividend or distribution has occurred after the Stock Purchase
Date, being hereinafter referred to as the "Forward Purchase Contract
Settlement Fund") to which the Holders are entitled hereunder. Subject to
the foregoing, upon surrender of a Certificate to the Agent on or after the
Stock Purchase Date, together with settlement instructions thereon duly
completed and executed, the Holder of such Certificate shall be entitled to
receive in exchange therefor a certificate or book-entry interest
representing that number of whole shares of Common Stock which such Holder
is entitled to receive pursuant to the provisions of this Article V (after
taking into account all DECS then held by such Holder) together with cash in
lieu of fractional shares as provided in Section 5.10 and any dividends or
distributions with respect to such shares constituting part of the Forward
Purchase Contract Settlement Fund, but without any interest thereon, and the
Certificate so surrendered shall forthwith be cancelled. Such shares shall
be registered in the name of the Holder or the Holder's designee as
specified in the settlement instructions provided by the Holder to the
Agent. If any shares of Common Stock issued in respect of a Forward Purchase
Contract are to be registered to a Person other than the Person in whose
name the Certificate evidencing such Forward Purchase Contract is
registered, no such registration shall be made unless the Person requesting
such registration has paid any transfer and other taxes required by reason
of such registration in a name other than that of the registered Holder of
such Certificate or has established to the satisfaction of the Company that
such tax either has been paid or is not payable.

Section 5.4       Adjustment of Settlement Rate.
                  -----------------------------

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

                       (1)  Stock Dividends. In case the Company shall pay or
                            ---------------
              make a dividend or other distribution on the Common Stock in
              Common Stock, the Settlement Rate, as in effect at the opening
              of business on the day following the date fixed for the
              determination of stockholders entitled to receive such dividend
              or other distribution shall be increased by dividing such
              Settlement Rate by a fraction of which the numerator shall be
              the number of shares of Common Stock outstanding at the close
              of business on the date fixed for such determination and the
              denominator shall be the sum of such number

                                    -42-


<PAGE>
<PAGE>

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

                       (2)  Stock Purchase Rights. In case the Company shall
                            ---------------------
              issue rights, options or warrants to all holders of its Common
              Stock (not being available on an equivalent basis to Holders
              of the DECS upon settlement of the Forward Purchase Contracts
              underlying such DECS) entitling them to subscribe for or purchase
              shares of Common Stock at a price per share less than the Current
              Market Price per share of the Common Stock on the date fixed for
              the determination of stockholders entitled to receive such rights,
              options or warrants (other than pursuant to a dividend
              reinvestment, share purchase or similar plan), the Settlement
              Rate in effect at the opening of business on the day following
              the date fixed for such determination shall be increased by
              dividing such Settlement Rate by a fraction, the numerator of
              which shall be the number of shares of Common Stock
              outstanding at the close of business on the date fixed for such
              determination plus the number of shares of Common Stock which the
              aggregate of the offering price of the total number of shares of
              Common Stock so offered for subscription or purchase would
              purchase at such Current Market Price and the denominator of
              which shall be the number of shares of Common Stock outstanding
              at the close of business on the date fixed for such determination
              plus the number of shares of Common Stock so offered for
              subscription or purchase, such increase to become effective
              immediately after the opening of business on the day
              following the date fixed for such determination. For the purposes
              of this paragraph (2), the number of shares of Common Stock at
              any time outstanding shall not include shares held in the
              treasury of the Company but shall include any shares issuable in
              respect of any scrip certificates issued in lieu of fractions
              of shares of Common Stock. The Company shall not issue any such
              rights, options or warrants in respect of shares of Common Stock
              held in the treasury of the Company.

                       (3)  Stock Splits; Reverse Splits. In case outstanding
                            ----------------------------
              shares of Common Stock shall be subdivided or split into a
              greater

                                    -43-


<PAGE>

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

                       (4)  Debt or Asset Distributions. (i) In case the
                            ---------------------------
              Company shall, by dividend or otherwise, distribute to all
              holders of its Common Stock evidences of its indebtedness or
              assets (including securities, but excluding any rights or
              warrants referred to in paragraph (2) of this Section, any
              dividend or distribution paid exclusively in cash and any
              dividend, shares of capital stock of any class or series, or
              similar equity interests, of or relating to a subsidiary or other
              business unit in the case of a Spin-Off referred to in the next
              paragraph, or distribution referred to in paragraph (1) of this
              Section), the Settlement Rate shall be adjusted so that the same
              shall equal the rate determined by dividing the Settlement Rate
              in effect immediately prior to the close of business on the date
              fixed for the determination of stockholders entitled to receive
              such distribution by a fraction, the numerator of which shall
              be the Current Market Price per share of the Common Stock
              on the date fixed for such determination less the then fair market
              value (as determined by the Board of Directors, whose
              determination shall be conclusive and described in a Board
              Resolution) of the portion of the assets or evidences of
              indebtedness so distributed applicable to one share of Common
              Stock and the denominator of which shall be such Current Market
              Price per share of the Common Stock, such adjustment to
              become effective immediately prior to the opening of business on
              the day following the date fixed for the determination of
              stockholders entitled to receive such distribution. In any case
              in which this paragraph (4) is applicable, paragraph (2) of this
              Section shall not be applicable.

              (ii)  In the case of a Spin-Off, the Settlement Rate in effect
                    immediately before the close of business on the record date
                    fixed for determination of stockholders entitled to receive
                    that distribution will be increased by multiplying the
                    Settlement Rate by a fraction, the numerator of
                    which is the Current Market Price per share of the Common
                    Stock plus

                                    -44-


<PAGE>

                    the Fair Market Value of the portion of those shares
                    of Capital Stock or similar equity interests so
                    distributed applicable to one share of Common Stock and
                    the denominator of which is the Current Market Price per
                    share of the Common Stock. Any adjustment to the Settlement
                    Rate under this paragraph 4(ii) will occur at the earlier
                    of (1) the tenth Trading Day from, and including, the
                    effective date of the Spin-Off and (2) the date of the
                    securities being offered in the Initial Public Offering
                    of the Spin-Off, if that Initial Public Offering is
                    effected simultaneously with the Spin-Off.

                       (5)  Cash Distributions. In case the Company shall,
                            ------------------
              (i) by dividend or otherwise, distribute to all holders of its
              Common Stock cash (excluding any cash that is distributed in a
              Reorganization Event to which Section 5.4(b) applies or as part
              of a distribution referred to in paragraph (4) of this Section)
              in an aggregate amount that, combined together with (ii) the
              aggregate amount of any other distributions to all holders of
              its Common Stock made exclusively in cash within the 12 months
              preceding the date of payment of such distribution and in respect
              of which no adjustment pursuant to this paragraph (5) or
              paragraph (6) of this Section has been made and (iii) the
              aggregate of any cash plus the fair market value as of the
              date of the expiration of the tender or exchange offer referred
              to below (as determined by the Board of Directors, whose
              determination shall be conclusive and described in a Board
              Resolution) of consideration payable in respect of any tender
              or exchange offer by the Company or any of its subsidiaries for
              all or any portion of the Common Stock concluded within the
              12 months preceding the date of payment of the distribution
              described in clause (i) above and in respect of which
              no adjustment pursuant to this paragraph (5) or paragraph (6) of
              this Section has been made, exceeds 15% of the product of the
              Current Market Price per share of the Common Stock on the date
              for the determination of holders of shares of Common Stock
              entitled to receive such distribution times the number of shares
              of Common Stock outstanding on such date, then, and in each
              such case, immediately after the close of business on such date
              for determination, the Settlement Rate shall be increased so
              that the same shall equal the rate determined by dividing
              the Settlement Rate in effect immediately prior to the close of
              business on the date fixed for determination of the stockholders
              entitled to receive such distribution by a fraction (A) the
              numerator of which shall be equal to the Current Market Price
              per share of the Common Stock on the date fixed for such
              determination less an amount equal to the quotient of (x) the
              combined amount distributed

                                    -45-


<PAGE>
<PAGE>

              or payable in the transactions described in clauses (i), (ii) and
              (iii) above and (y) the number of shares of Common Stock
              outstanding on such date for determination and (B) the
              denominator of which shall be equal to the Current Market Price
              per share of the Common Stock on such date for determination.

                       (6)  Tender Offers. In case (i) a tender or exchange
                            -------------
              offer made by the Company or any subsidiary of the Company for
              all or any portion of the Common Stock shall expire and such
              tender or exchange offer (as amended upon the expiration thereof)
              shall require the payment to stockholders (based on the
              acceptance (up to any maximum specified in the terms of the
              tender or exchange offer) of Purchased Shares) of an aggregate
              consideration having a fair market value (as determined by the
              Board of Directors, whose determination shall be conclusive and
              described in a Board Resolution) that combined together with
              (ii) the aggregate of the cash plus the fair market value (as
              determined by the Board of Directors, whose determination shall
              be conclusive and described in a Board Resolution), as of the
              expiration of such tender or exchange offer, of consideration
              payable in respect of any other tender or exchange offer, by the
              Company or any subsidiary of the Company for all or any portion
              of the Common Stock expiring within the 12 months preceding the
              expiration of such tender or exchange offer and in respect of
              which no adjustment pursuant to paragraph (5) of this Section
              or this paragraph (6) has been made and (iii) the aggregate
              amount of any distributions to all holders of the Company's
              Common Stock made exclusively in cash within the 12 months
              preceding the expiration of such tender or exchange offer and in
              respect of which no adjustment pursuant to paragraph (5) of this
              Section or this paragraph (6) has been made, exceeds 15% of the
              product of the Current Market Price per share of the Common Stock
              as of the last time (the "Expiration Time") tenders could have
              been made pursuant to such tender or exchange offer (as it may
              be amended) times the number of shares of Common Stock
              outstanding (including any tendered shares) at the Expiration
              Time, then, and in each such case, immediately prior to the
              opening of business on the day after the date of the Expiration
              Time, the Settlement Rate shall be adjusted so that the same
              shall equal the rate determined by dividing the Settlement Rate
              immediately prior to the close of business on the date of
              the Expiration Time by a fraction (A) the numerator of which
              shall be equal to (x) the product of (I) the Current Market
              Price per share of the Common Stock on the date of the
              Expiration Time and (II) the number of shares of Common Stock
              outstanding (including any tendered shares) at the Expiration
              Time less (y) the amount of cash plus the fair market

                                    -46-


<PAGE>
<PAGE>

              value (determined as aforesaid) of the aggregate consideration
              payable to stockholders based on the transactions described in
              clauses (i), (ii) and (iii) above (assuming in the case of clause
              (i) the acceptance, up to any maximum specified in the terms of
              the tender or exchange offer, of Purchased Shares), and (B) the
              denominator of which shall be equal to the product of (x) the
              Current Market Price per share of the Common Stock as of
              the Expiration Time and (y) the number of shares of Common Stock
              outstanding (including any tendered shares) as of the Expiration
              Time less the number of all shares validly tendered and not
              withdrawn as of the Expiration Time (the shares deemed so
              accepted, up to any such maximum, being referred to as the
              "Purchased Shares").

                       (7)  Reclassification. The reclassification of Common
                            ----------------
              Stock into securities including securities other than Common
              Stock (other than any reclassification upon a Reorganization
              Event to which Section 5.4(b) applies) shall be deemed to involve
              (i) a distribution of such securities other than Common Stock
              to all holders of Common Stock (and the effective date of such
              reclassification shall be deemed to be "the date fixed for the
              determination of stockholders entitled to receive such
              distribution" and the "date fixed for such determination"
              within the meaning of paragraph (4) of this Section), and (ii) a
              subdivision, split or combination, as the case may be, of the
              number of shares of Common Stock outstanding immediately prior
              to such reclassification into the number of shares of Common
              Stock outstanding immediately thereafter (and the effective date
              of such reclassification shall be deemed to be "the day upon
              which such subdivision or split becomes effective" or "the day
              upon which such combination becomes effective," as the case may
              be, and "the day upon which such subdivision, split or
              combination becomes effective" within the meaning of paragraph
              (3) of this Section).

                       (8)  "Current  Market Price". The "Current Market Price"
                             ---------------------
              of the Common Stock means (a) on any day the average of the Sales
              Prices for the 5 consecutive Trading Days preceding the earlier
              of the day preceding the day in question and the day before the
              "ex date" with respect to the issuance or distribution requiring
              computation, (b) in the case of any Spin-Off that is effected
              simultaneously with an Initial Public Offering of the securities
              being distributed in the Spin-Off, the Sale Price of the
              Common Stock on the Trading Day on which the Initial Public
              Offering price of the securities being distributed in the
              Spin-Off is determined, and (c) in the case of any other Spin-Off,
              the average of the Sale Prices of the Common Stock over the first
              10 Trading Days after the

                                    -47-


<PAGE>
<PAGE>


              effective date of such Spin-Off. For purposes of this paragraph,
              the term "ex date," when used with respect to any issuance or
              distribution, shall mean the first date on which the Common Stock
              trades regular way on the relevant exchange or in the relevant
              market without the right to receive such issuance or distribution.

                       (9) Calculation of Adjustments. All adjustments to the
                           --------------------------
              Settlement Rate shall be calculated to the nearest 1/10,000th
              of a share of  Common  Stock (or if there is not a nearest
              1/10,000th of a share to the next lower 1/10,000th of a share).
              No adjustment in the Settlement Rate shall be required unless
              such adjustment would require an increase or decrease of at least
              one percent therein; provided, that any adjustments which by
              reason of this subparagraph are not required to be made shall be
              carried forward and taken into account in any subsequent
              adjustment. If an adjustment is made to the Settlement Rate
              pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10)
              of this Section 5.4(a), an adjustment shall also be made to the
              Applicable Market Value solely to determine which of clauses
              (i), (ii) or (iii) of the definition of Settlement Rate in
              Section 5.1(a) will apply on the Stock Purchase Date. Such
              adjustment shall be made by multiplying the Applicable
              Market Value by a fraction, the numerator of which shall be
              the Settlement Rate immediately after such adjustment pursuant
              to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this
              Section 5.4(a) and the denominator of which shall be the
              Settlement Rate immediately before such adjustment;
              provided, that if such adjustment to the Settlement Rate is
              required to be made pursuant to the occurrence of any of the
              events contemplated by paragraph (1), (2), (3), (4), (5), (7)
              or (10) of this Section 5.4(a) during the period taken into
              consideration for determining the Applicable Market Value,
              appropriate and customary adjustments shall be made to the
              Settlement Rate.

                       (10) Increase of Settlement Rate. The Company may make
                            ---------------------------
              such increases in the Settlement Rate, in addition to those
              required by this Section, as it considers to be advisable in
              order to avoid or diminish any income tax to any holders of shares
              of Common Stock resulting from any dividend or distribution of
              stock or issuance of rights or warrants to purchase or subscribe
              for stock or from any event treated as such for income tax
              purposes or for any other reasons.

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


                                    -48-


<PAGE>
<PAGE>

              In the event of

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

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

                       (3)  any statutory exchange of securities of the Company
              with another Person (other than in connection with a merger or
              acquisition), or

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

each share of Common Stock covered by each Forward Purchase Contract forming
a part of a DECS immediately prior to such Reorganization Event shall, after
such Reorganization Event, be converted for purposes of the Forward Purchase
Contract into the kind and amount of securities, cash and other property
receivable in such Reorganization Event (without any interest thereon, and
without any right to dividends or distributions thereon which have a record
date that is prior to the Stock Purchase Date) per share of Common Stock by
a holder of Common Stock that (i) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be (any
such Person, a "Constituent Person"), or an Affiliate of a Constituent
Person to the extent such Reorganization Event provides for different
treatment of Common Stock held by Affiliates of the Company and
non-Affiliates, and (ii) failed to exercise his rights of election, if any,
as to the kind or amount of securities, cash and other property receivable
upon such Reorganization Event (provided that if the kind or amount of
securities, cash and other property receivable upon such Reorganization
Event is not the same for each share of Common Stock held immediately prior
to such Reorganization Event by other than a Constituent Person or an
Affiliate thereof and in respect of which such rights of election shall not
have been exercised ("Non-electing Share"), then for the purpose of this
Section the kind and amount of securities, cash and other property
receivable upon such Reorganization Event by each Non-electing Share shall
be deemed to be the kind and amount so receivable per share by a plurality
of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate
then in effect will be applied to the value on the Stock Purchase Date of
such securities, cash or other property. In the event of such a
Reorganization Event, the Person formed by such consolidation, merger or
exchange or the

                                    -49-


<PAGE>
<PAGE>

Person which acquires the assets of the Company or, in the event of a
liquidation or dissolution of the Company, the Company or a liquidating
trust created in connection therewith, shall execute and deliver to the
Agent an agreement supplemental hereto providing that the Holder of each
Outstanding DECS shall have the rights provided by this Section 5.4. Such
supplemental agreement shall provide for adjustments which, for events
subsequent to the effective date of such supplemental agreement, shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Section. The above provisions of this Section shall similarly apply to
successive Reorganization Events.

         Section 5.5       Notice of Adjustments and Certain Other Events.
                           ----------------------------------------------

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

                       (i)   forthwith compute the Settlement Rate and the
                  Applicable Market Value in accordance with Section 5.4 and
                  prepare and transmit to the Agent an Officer's Certificate
                  setting forth the Settlement Rate and the Applicable Market
                  Value, the method of calculation thereof in reasonable detail,
                  and the facts requiring such adjustment and upon which
                  such adjustment is based; and

                       (ii)  as soon as practicable following the occurrence of
                  an event that requires an adjustment to the Settlement Rate
                  pursuant to Section 5.4 (or if the Company is not aware of
                  such occurrence, as soon as practicable after becoming so
                  aware), provide a written notice to the Holders of the
                  DECS of the occurrence of such event and a statement in
                  reasonable detail setting forth the method by which the
                  adjustment to the Settlement Rate and the Applicable
                  Market Value was determined and setting forth the adjusted
                  Settlement Rate and the Applicable Market Value.

              (b) The Agent shall not at any time be under any duty or
         responsibility to any Holder of DECS to determine whether any facts
         exist which may require any adjustment of the Settlement Rate and the
         Applicable Market Value, or with respect to the nature or extent or
         calculation of any such adjustment when made, or with respect to the
         method employed in making the same. The Agent shall not be accountable
         with respect to the validity or value (or the kind or amount) of any
         shares of Common Stock, or of any securities or property, which may
         at any time be issued or delivered with respect to any Forward
         Purchase Contract; and the Agent makes no representation with respect
         thereto. The Agent shall not be responsible for any failure of the
         Company to issue, transfer or deliver any shares of Common Stock
         pursuant to a Forward Purchase Contract or to comply with any
         of the duties, responsibilities or covenants of the Company contained
         in this Article.

                                    -50-


<PAGE>
<PAGE>

         Section 5.6       Termination Event; Notice.
                           -------------------------

         The Forward Purchase Contracts and all obligations and rights of
the Company and the Holders thereunder, including the rights and obligations
of Holders to purchase Common Stock, shall immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Agent or the Company, if, on or prior to the Stock Purchase Date, a
Termination Event shall have occurred. Upon and after the occurrence of a
Termination Event, the Upper DECS shall thereafter represent the right to
receive the Notes or the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, forming a
part of such Upper DECS, and the Stripped DECS shall thereafter represent
the right to receive the Treasury Securities forming a part of such Stripped
DECS, in each case in accordance with the provisions of Section 4.3 of the
Pledge Agreement. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Agent, the Collateral Agent and to the Holders, at
their addresses as they appear in the applicable Register.

         Section 5.7       Early Settlement.
                           ----------------

              (a) Subject to and upon compliance with the provisions of this
         Section 5.7, Forward Purchase Contracts underlying DECS having an
         aggregate Stated Amount equal to $1,000 or an integral multiple
         thereof, may, at the option of the Holder thereof, be settled early
         ("Early Settlement") on or prior to 10:00 a.m. on the seventh Business
         Day immediately preceding the Stock Purchase Date. In order
         to exercise the right to effect Early Settlement with respect to any
         Forward Purchase Contracts, the Holder of the Certificate evidencing
         the related DECS shall deliver such Certificate to the Agent at the
         Corporate Trust Office duly endorsed for transfer to the Company or
         in blank with the form of Election to Settle Early on the reverse
         thereof duly completed and accompanied by payment payable to the
         Company in immediately available funds in an amount (the "Early
         Settlement Amount") equal to the product of (i) the Stated Amount
         of such DECS multiplied by (ii) the number of Forward Purchase
         Contracts with respect to which the Holder has elected to effect Early
         Settlement. No payment or adjustment shall be made upon Early
         Settlement of any Forward Purchase Contract on account of any
         dividends on the Common Stock issued upon such Early Settlement.
         If the foregoing requirements are first satisfied with respect to
         Forward Purchase Contracts underlying any DECS at or prior to
         5:00 p.m., New York City time, on a Business Day, such day shall be
         the "Early Settlement Date" with respect to such DECS and if
         such requirements are first satisfied after 5:00 p.m., New York City
         time, on a Business Day or on a day that is not a Business Day, the
         "Early Settlement Date" with respect to such DECS shall be the next
         succeeding Business Day.

              (b) Upon Early Settlement of any Forward Purchase Contract by
         the Holder of the related DECS, the Company shall issue, and the
         Holder shall be

                                    -51-


<PAGE>
<PAGE>

         entitled to receive,   shares of Common Stock on account of such
         Forward Purchase Contract (the "Early Settlement Rate"). The Early
         Settlement Rate shall be adjusted in the same manner and at the same
         time as the Settlement Rate is adjusted. As promptly as practicable
         after Early Settlement of Forward Purchase Contracts in accordance with
         the provisions of this Section 5.7, the Company shall issue and shall
         deliver to the Agent at the Corporate Trust Office a certificate or
         certificates or book entry interest for the full number of shares of
         Common Stock issuable upon such Early Settlement together with payment
         in lieu of any fraction of a share, as provided in Section 5.10.

              (c) No later than the third Business Day after the applicable
         Early Settlement Date the Company shall cause (i) the shares of Common
         Stock issuable upon Early Settlement of Forward Purchase Contracts
         to be issued and delivered, and (ii) the related Pledged Notes or
         Pledged Treasury Consideration or Pledged Applicable Ownership
         Interest in the Treasury Portfolio, in the case of Upper DECS, or
         the related Pledged Treasury Securities, in the case of Stripped
         DECS, to be released from the Pledge by the Collateral Agent and
         transferred, in each case, to the Agent for delivery to the Holder
         thereof or the Holder's designee.

              (d) Upon Early Settlement of any Forward Purchase Contracts, and
         subject to receipt of shares of Common Stock from the Company and the
         Pledged Notes, Pledged Treasury Consideration, Pledged Applicable
         Ownership Interest in the Treasury Portfolio, or Pledged Treasury
         Securities, as the case may be, from the Collateral Agent, as
         applicable, the Agent shall, in accordance with the instructions
         provided by the Holder thereof on the applicable form of Election to
         Settle Early on the reverse of the Certificate evidencing the related
         DECS, (i) transfer to the Holder the Pledged Notes, Pledged Treasury
         Consideration, Pledged Applicable Ownership Interest in the Treasury
         Portfolio, or Pledged Treasury Securities, as the case may be, forming
         a part of such DECS, and (ii) deliver to the Holder a certificate or
         certificates or book-entry interest for the full number of shares of
         Common Stock issuable upon such Early Settlement together with payment
         in lieu of any fraction of a share, as provided in Section 5.10.

              (e) In the event that Early Settlement is effected with respect
         to Forward Purchase Contracts underlying less than all the DECS
         evidenced by a Certificate, upon such Early Settlement the Company
         shall execute and the Agent shall authenticate, execute on behalf
         of the Holder thereof and deliver to the Holder thereof, at the
         expense of the Company, a Certificate evidencing the DECS as to
         which Early Settlement was not effected.

         Section 5.8       Early Settlement Upon Merger.
                           ----------------------------

              (a) In the event of a merger or consolidation of the Company
         of the type described in clause (1) of Section 5.4(b) in which the
         Common Stock outstanding immediately prior to such merger or
         consolidation is exchanged for consideration

                                    -52-


<PAGE>
<PAGE>


         consisting of at least 30% cash or cash equivalents (any such event a
         "Cash Merger"), then the Company (or the successor to the Company
         hereunder) shall be required to offer the Holder of each DECS the
         right to settle the Forward Purchase Contract underlying such DECS
         prior to the Stock Purchase Date ("Merger Early Settlement") as
         provided herein. On or before the fifth Business Day after the
         consummation of a Cash Merger, the Company or, at the request and
         expense of the Company, the Agent, shall give all Holders notice of
         the occurrence of the Cash Merger and of the right of Merger Early
         Settlement arising as a result thereof. The Company shall also
         deliver a copy of such notice to the Agent and the Collateral Agent.

                  Each such notice shall contain:

                       (i)   the date, which shall be not less than 20 nor more
                  than 30 calendar days after the date of such notice, on which
                  the Merger Early Settlement will be effected (the "Merger
                  Early Settlement Date");

                       (ii)  the date, which shall be on or one Business Day
                  prior to the Merger Early Settlement Date, by which the Merger
                  Early Settlement right must be exercised;

                       (iii) the Settlement Rate in effect as a result of such
                  Cash Merger and the kind and amount of securities, cash and
                  other property receivable by the Holder upon settlement of
                  each Forward Purchase Contract pursuant to Section 5.4(b);

                       (iv)  a statement to the effect that all or a portion
                  of the Purchase Price payable by the Holder to settle the
                  Forward Purchase Contract will be offset against the amount
                  of cash so receivable upon exercise of Merger Early
                  Settlement, as applicable; and

                       (v)   the instructions a Holder must follow to exercise
                  the Merger Early Settlement right.

              (b) To exercise a Merger Early Settlement right, a Holder shall
         deliver to the Agent at the Corporate Trust Office on or before
         5:00 p.m., New York City time on the date specified in the notice the
         Certificate(s) evidencing the DECS with respect to which the Merger
         Early Settlement right is being exercised duly endorsed for transfer to
         the Company or in blank with the form of Election to Settle Early on
         the reverse thereof duly completed and accompanied by payment payable
         to the Company in immediately available funds in an amount equal to the
         Early Settlement Amount less the amount of cash that otherwise would be
         deliverable by the Company or its successor upon settlement of the
         Forward Purchase Contract in lieu of Common Stock pursuant to Section
         5.4(b) and as described in the notice to Holders (the "Merger Early
         Settlement Amount").

                                    -53-


<PAGE>
<PAGE>

              (c) On the Merger Early Settlement Date, the Company shall
         deliver or cause to be delivered (i) the net cash, securities and
         other property to be received by such exercising Holder, equal to the
         Settlement Rate as adjusted pursuant to Section 5.4, in respect of the
         number of Forward Purchase Contracts for which such Merger Early
         Settlement right was exercised, and (ii) the related Pledged Notes,
         Pledged Treasury Consideration or Pledged Applicable Ownership Interest
         in the Treasury Portfolio, in the case of Upper DECS, or Pledged
         Treasury Securities, in the case of Stripped DECS, to be released from
         the Pledge by the Collateral Agent and transferred, in each case, to
         the Agent for delivery to the Holder thereof or its designee. In the
         event a Merger Early Settlement right shall be exercised by a Holder in
         accordance with the terms hereof, all references herein to the Stock
         Purchase Date shall be deemed to refer to such Merger Early Settlement
         Date.

              (d) Upon Merger Early Settlement of any Forward Purchase
         Contracts, and subject to receipt of such net cash, securities or
         other property from the Company and the Pledged Notes, Pledged
         Treasury Consideration, Pledged Applicable Ownership Interest in the
         Treasury Portfolio or Pledged Treasury Securities, as the case may be,
         from the Collateral Agent, as applicable, the Agent shall, in
         accordance with the instructions provided by the Holder thereof on the
         applicable form of Election to Settle Early on the reverse of the
         Certificate evidencing the related DECS, (i) transfer to the Holder the
         Pledged Notes, Pledged Treasury Consideration, Pledged Applicable
         Ownership Interest in the Treasury Portfolio, or Pledged Treasury
         Securities, as the case may be, forming a part of such DECS, and (ii)
         deliver to the Holder such net cash, securities or other property
         issuable upon such Merger Early Settlement together with payment in
         lieu of any fraction of a share, as provided in Section 5.10.

              (e) In the event that Merger Early Settlement is effected with
         respect to Forward Purchase Contracts underlying less than all the DECS
         evidenced by a Certificate, upon such Merger Early Settlement the
         Company (or the successor to the Company hereunder) shall execute
         and the Agent shall authenticate, execute on behalf of the Holder
         thereof and deliver to the Holder thereof, at the expense of the
         Company, a Certificate evidencing the DECS as to which Merger Early
         Settlement was not effected.

         Section 5.9       Charges and Taxes.
                           -----------------

         The Company will pay all stock transfer and similar taxes
attributable to the initial issuance and delivery of the shares of Common
Stock pursuant to the Forward Purchase Contracts; provided, that the Company
shall not be required to pay any such tax or taxes which may be payable in
respect of any exchange of or substitution for a Certificate evidencing a
DECS or any issuance of a share of Common Stock in a name other than that of
the registered Holder of a Certificate surrendered in respect of the DECS
evidenced thereby, other than in the name of the Agent, as custodian for
such Holder, and the Company shall not be required to issue or deliver such
share certificates or book-entry

                                    -54-


<PAGE>
<PAGE>


interest in Common Stock or Certificates unless and until the Person or Persons
requesting the transfer or issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

         Section 5.10      No Fractional Shares.
                           --------------------

         No fractional shares or scrip representing fractional shares of
Common Stock shall be issued or delivered upon settlement on the Stock
Purchase Date or upon Early Settlement or Merger Early Settlement of any
Forward Purchase Contracts. If Certificates evidencing more than one Forward
Purchase Contract shall be surrendered for settlement at one time by the
same Holder, the number of full shares of Common Stock which shall be
delivered upon settlement shall be computed on the basis of the aggregate
number of Forward Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Forward Purchase Contracts
on the applicable Settlement Date or upon Early Settlement or Merger Early
Settlement, the Company, through the Agent, shall make a cash payment in
respect of such fractional share in an amount equal to the value of such
fractional share times the Applicable Market Value. The Company shall
provide the Agent from time to time with sufficient funds to permit the
Agent to make all cash payments required by this Section 5.10 in a timely
manner.

                                ARTICLE VI.
                                 REMEDIES

         Section 6.1       Unconditional Right of Holders to Purchase Common
                           -------------------------------------------------
                           Stock.
                           -----

         Subject to Section 5.6, the Holder of any DECS shall have the
right, which is absolute and unconditional, to purchase Common Stock
pursuant to the Forward Purchase Contract constituting a part of such DECS
and to institute suit for the enforcement of any such right to purchase
Common Stock, and such right shall not be impaired without the consent of
such Holder.

         Section 6.2       Restoration of Rights and Remedies.
                           ----------------------------------

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

         Section 6.3       Rights and Remedies Cumulative.
                           ------------------------------

         Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates in Section
3.10(f), no right or remedy herein conferred upon or reserved to the Holders
is intended to be exclusive of any other

                                    -55-


<PAGE>
<PAGE>

right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 6.4       Delay or Omission Not Waiver.
                           ----------------------------

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

         Section 6.5       Undertaking For Costs.
                           ---------------------

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

         Section 6.6       Waiver of Stay or Extension Laws.
                           --------------------------------

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

                                    -56-


<PAGE>
<PAGE>


                                 ARTICLE VII.
                                  THE AGENT

         Section 7.1       Certain Duties, Rights and Immunities.
                           -------------------------------------

              (a) The Agent shall act as agent for the Holders of the DECS
         hereunder with such powers as are specifically vested in the Agent
         by the terms of this Agreement, the Pledge Agreement, the Remarketing
         Agreement, the Notes and the DECS, and any documents evidencing
         them or related thereto (the "Transaction Documents"), together
         with such other powers as are reasonably incidental thereto. The
         Agent:

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

                       (2)  shall be entitled conclusively to rely upon (x) any
                  certification, order, judgment, opinion, notice or other
                  communication (including, without limitation, any thereof by
                  telephone or facsimile) reasonably 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),
                  (y) the truth of the statements and the correctness of the
                  opinions expressed therein and (z) advice and statements of
                  legal counsel and other experts selected by the Agent;

                       (3)  as to any matters not expressly provided for by
                  any Transaction Document, shall in all cases be fully
                  protected in acting, or in refraining from acting, hereunder
                  or thereunder in accordance with instructions given by the
                  Company or the Holders in accordance with the Transaction
                  Documents;

                       (4)  shall not be responsible for any recitals contained
                  in any Transaction Document, or in any certificate or other
                  document referred to or provided for in, or received by it
                  under, any Transaction Document or the DECS, or for the value,
                  validity, effectiveness, genuineness, enforceability or
                  sufficiency of any Transaction Document (other than as
                  against the Agent) or the DECS or any other document referred
                  to or provided for herein or therein or for any failure by
                  the Company, any Holder or any other Person (except the
                  Agent) to perform any of its obligations hereunder or
                  thereunder or for the perfection, priority or, except as

                                    -57-


<PAGE>
<PAGE>

                  expressly required hereby, existence, validity, perfection or
                  maintenance of any security interest created under the Pledge
                  Agreement, or for the use or application by the Company of
                  the proceeds in respect of the Forward Purchase Contracts;

                       (5)  shall not be required to initiate or conduct any
                  litigation or collection proceedings hereunder;

                       (6) shall 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
                  gross negligence, bad faith or willful misconduct; and

                       (7) shall not be required to advise any party as to
                  selling or retaining, or taking or refraining from taking
                  any action with respect to, the DECS or other rights under
                  any Transaction Document.

              (b) No provision of any Transaction Document shall be construed to
         relieve the Agent from liability for its own negligent action, its
         own negligent failure to act, its own bad faith, or its own willful
         misconduct, except that:

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

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

                       (3) in no event shall the Agent be required to expend
                  or risk its own funds or otherwise incur any financial
                  liability in the performance of any of its duties
                  hereunder.

              (c) In no event shall the Agent or its officers, employees or
         agents be liable for any special, indirect, individual, punitive or
         consequential loss or damages, lost profits or loss of business,
         arising in connection with any Transaction Document, whether or not
         the likelihood of such loss or damage was known to the Agent, and
         regardless of the form of action.

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

                                    -58-


<PAGE>
<PAGE>


              (e) The Agent is authorized to execute and deliver the Pledge
         Agreement and the Remarketing Agreement and any supplement thereto in
         its capacity as Agent.

              (f) The Agent shall have no liability whatsoever for the action or
         inaction of any Clearing Agency or any book-entry system thereof.
         In no event shall any Clearing Agency or any book-entry system
         thereof be deemed an agent or subcustodian of the Agent.

              (g) The Agent shall not be responsible or liable for any failure
         or delay in the performance of its obligations under any Transaction
         Document arising out of or caused, directly or indirectly, by
         circumstances beyond its reasonable control, including, without
         limitation, acts of God; acts of terrorism; earthquakes; fires; floods;
         wars; civil or military disturbances; sabotage; epidemics; riots;
         interruptions, loss or malfunctions of utilities, computer (hardware or
         software) or communications service; accidents; labor disputes; acts of
         civil or military authority; governmental actions; or inability to
         obtain labor, material, equipment or transportation.

         Section 7.2       Notice of Default.
                           -----------------

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

         Section 7.3       Certain Rights of Agent.
                           -----------------------

         Subject to the provisions of Section 7.1:

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

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

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

                                    -59-


<PAGE>
<PAGE>


              (d) the Agent shall not be bound to make any investigation into
         the facts or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document, but the Agent, in its discretion, may make
         reasonable further inquiry or investigation into such facts or
         matters related to the execution, delivery and performance of the
         Forward Purchase Contracts as it may see fit, and, if the Agent shall
         determine to make such further inquiry or investigation, it shall be
         given a reasonable opportunity to examine the books, records and
         premises of the Company, personally or by agent or attorney; and

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

         Section 7.4       Not Responsible For Recitals, Etc.
                           ----------------------------------

         The recitals contained herein and in the Certificates shall be
taken as the statements of the Company.

         Section 7.5       May Hold DECS and Other Dealings.
                           --------------------------------

         Any Registrar or any other agent of the Company, or the Agent and
its Affiliates, in their individual or any other capacity, may become the
owner or pledgee of DECS and may otherwise deal with the Company, the
Collateral Agent or any other Person with the same rights it would have if
it were not Registrar or such other agent, or the Agent. The Agent and its
Affiliates may (without having to account therefor to the Company or any
Holder of DECS or holder of Separate Notes) accept deposits from, lend money
to, make other investments in and generally engage in any kind of banking,
trust or other business with the Company, any Holder of DECS and any holder
of Separate Notes (and any of their respective subsidiaries or Affiliates)
as if it were not acting as the Agent and the Agent and its Affiliates may
accept fees and other consideration from the Company, any Holder of DECS or
any holder of Separate Notes without having to account for the same to any
such Person.

         Section 7.6       Money Held In Custody.
                           ---------------------

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

                                    -60-


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<PAGE>


         Section 7.7       Compensation and Reimbursement.
                           ------------------------------

         The Company agrees:

              (a) to pay to the Agent from time to time compensation for all
         services rendered by it hereunder or under the Transaction Documents as
         shall be agreed in writing between the Company and the Agent;

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

              (c) to indemnify the Agent for, and to hold it harmless against,
         any loss, liability or reasonable out-of-pocket expense incurred
         without gross negligence, willful misconduct or bad faith on its part,
         arising out of or in connection with the acceptance or administration
         of its duties under the Transaction Documents, including the costs and
         expenses (including reasonable fees and expenses of counsel) of
         defending itself against any claim or liability in connection with the
         exercise or performance of any of its powers or duties under the
         Transaction Documents. The Agent shall promptly notify the Company of
         any third party claim which may give rise to the indemnity hereunder
         and give the Company the opportunity to participate in the defense of
         such claim with counsel reasonably satisfactory to the indemnified
         party, and no such claim shall be settled without the written consent
         of the Company, which consent shall not be unreasonably withheld,
         provided that any failure to give any such notice shall not affect the
         obligation of the Company under this Section. The provisions of this
         Section 7.7 shall survive the termination of this Agreement or the
         resignation or removal of the Agent.

         Section 7.8       Corporate Agent Required; Eligibility.
                           -------------------------------------

         There shall at all times be an Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having (or being a member of a
bank holding company having) a combined capital and surplus of at least
$500,000,000, subject to supervision or examination by federal or state
authority and having a Corporate Trust Office in the Borough of Manhattan,
the City of New York, if there be such a corporation, qualified and eligible
under this Article and willing to act on reasonable terms. If such
corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time
the Agent shall cease to be eligible in

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<PAGE>


accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

         Section 7.9       Resignation and Removal; Appointment of Successor.
                           -------------------------------------------------

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

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

              (c) The Agent may be removed at any time by Act of the Holders of
         a majority in number of the Outstanding DECS delivered to the Agent
         and the Company.

              (d) If at any time:

                       (1)  the Agent has a "conflicting interest" (as defined
                  in Section 310(b) of the TIA) and fails to eliminate the
                  conflicting interest or resign pursuant to Section 310(b)
                  of the TIA upon written request therefor by the Company or
                  by any Holder who has been a bona fide Holder of a DECS for
                  at least six months, as if this Agreement were an indenture
                  qualified under the TIA, as if the DECS were in default and
                  as if such default had not been cured or waived within the
                  applicable period under Section 310(b) of the TIA; or

                       (2)  the Agent shall cease to be eligible under
                  Section 7.8 and shall fail to resign after written request
                  therefor by the Company or by any such Holder; or

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

then, in any such case, (x) the Company by a Board Resolution may remove the
Agent, or (y) any Holder who has been a bona fide Holder of a DECS for at
least six months may, on

                                    -62-


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<PAGE>

behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Agent and the appointment of a
successor Agent.

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

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

         Section 7.10      Acceptance of Appointment By Successor.
                           --------------------------------------

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

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

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

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

         Any corporation into which the Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or

                                    -63-


<PAGE>
<PAGE>

consolidation to which the Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Agent, shall be the successor of the Agent hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto. In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not delivered, by
the Agent then in office, any successor by merger, conversion or
consolidation to such Agent shall adopt such authentication and execution
and deliver the Certificates so authenticated and executed with the same
effect as if such successor Agent had itself authenticated and executed such
DECS.

         Section 7.12      Preservation of Information; Communications to
                           ----------------------------------------------
                           Holders.
                           -------

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

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

         Section 7.13      Failure to Act.
                           --------------

         In the event of any ambiguity in the provisions of any Transaction
Document or any dispute between or conflicting claims by or among the
parties hereto or any other Person, the Agent shall be entitled, after
prompt notice to the Company and the Holders of DECS, at its sole option, to
refuse to comply with any and all such claims, demands or instructions so
long as such dispute or conflict shall continue, and the Agent 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
Agent shall be entitled to refuse to act until either (i) 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, reasonably satisfactory to the Agent, or
(ii) the Agent shall have received security or an indemnity reasonably
satisfactory to the Agent sufficient to save the Agent harmless from and
against any and all loss, liability or reasonable out-of-pocket expense
which the Agent may incur by reason of its acting without bad faith, willful
misconduct or gross negligence. The Agent may in addition elect

                                    -64-


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<PAGE>

to commence an interpleader action or seek other judicial relief or orders
as the Agent may deem necessary. Notwithstanding anything contained herein
to the contrary, the Agent shall not be required to take any action that is
in its opinion contrary to law or to the terms of any Transaction Document,
or which would in its opinion subject it or any of its officers, employees
or directors to liability.

         Section 7.14      No Obligations of Agent.
                           -----------------------

         Except to the extent otherwise provided in this Agreement, the
Agent assumes no obligation and shall not be subject to any liability under
this Agreement, the Pledge Agreement or any Forward Purchase Contract in
respect of the obligations of the Holder of any DECS thereunder. The Company
agrees, and each Holder of a Certificate, by such Holder's acceptance
thereof, shall be deemed to have agreed, that the Agent's execution of the
Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Agent shall have no
obligation to perform such Forward Purchase Contracts on behalf of the
Holders, except to the extent expressly provided in Article V.

              Section 7.15      Tax Compliance.
                                --------------

              (a) The Agent, on its own behalf and on behalf of the Company,
         will comply with all applicable certification, information reporting
         and withholding (including "backup" withholding) requirements imposed
         on it as a paying agent by applicable tax laws, regulations or
         administrative practice with respect to any payments made with
         respect to the DECS. Such compliance shall include, without
         limitation, the preparation and timely filing of required returns
         and the timely payment of all amounts required to be withheld to
         the appropriate taxing authority or its designated agent.

              (b) The Agent shall comply with any reasonable written direction
         timely received from the Company with respect to the application of
         such requirements to particular payments or Holders or in other
         particular circumstances, and may for purposes of this Agreement
         rely on any such direction in accordance with Section 7.1(a)(2).

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

                                    -65-


<PAGE>
<PAGE>


                                ARTICLE VIII.
                           SUPPLEMENTAL AGREEMENTS

         Section 8.1       Supplemental Agreements Without Consent of Holders.
                           --------------------------------------------------

         Without the consent of any Holders, the Company and the Agent, at
any time and from time to time, may enter into one or more agreements
supplemental hereto, in form satisfactory to the Company and the Agent, for
any of the following purposes:

              (a) to evidence the succession of another Person to the Company,
         and the assumption by any such successor of the covenants of the
         Company herein and in the Certificates; or

              (b) to add to the covenants of the Company for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Company; or

              (c) to evidence and provide for the acceptance of appointment
         hereunder by a successor Agent; or

              (d) to make provision with respect to the rights of Holders
         pursuant to the requirements of Section 5.4(b) or 5.8; or

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

         Section 8.2       Supplemental Agreements With Consent of Holders.
                           -----------------------------------------------

              (a) With the consent of the Holders of not less than a majority
         of the outstanding Forward Purchase Contracts voting together as one
         class, by Act of said Holders delivered to the Company and the Agent,
         the Company, when authorized by a Board Resolution, and the Agent may
         enter into an agreement or agreements supplemental hereto, in form
         satisfactory to the Company and the Agent, for the purpose of modifying
         in any manner the terms of the Forward Purchase Contracts, or the
         provisions of this Agreement or the rights of the Holders in respect of
         the DECS; provided, that, except as contemplated herein, no such
         supplemental agreement shall, without the consent of the Holder of each
         Outstanding DECS affected thereby:

                       (1)  change any Payment Date;

                       (2)  change the amount or the type of Collateral required
                  to be Pledged to secure a Holder's Obligations under the
                  Forward Purchase Contract, impair the right of the Holder of
                  any Forward

                                    -66-


<PAGE>
<PAGE>

                  Purchase Contract to receive distributions on the related
                  Collateral (except for the rights of Holders of Upper
                  DECS to substitute the Treasury Securities for the Pledged
                  Notes, Pledged Treasury Consideration or Pledged Applicable
                  Ownership Interest in the Treasury Portfolio, or the rights
                  of holders of Stripped DECS to substitute Notes or appropriate
                  Treasury Consideration or Applicable Ownership Interest in
                  the Treasury Portfolio for the Pledged Treasury Securities)
                  or otherwise adversely affect the Holder's rights in or to
                  such Collateral;

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

                       (4)  reduce the number of shares of Common Stock to be
                  purchased pursuant to any Forward Purchase Contract, increase
                  the price to purchase shares of Common Stock upon settlement
                  of any Forward Purchase Contract, change the Stock Purchase
                  Date or otherwise materially adversely affect the Holder's
                  rights under any Forward Purchase Contract; or

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

provided, that if any amendment or proposal referred to above would
adversely affect only the Upper DECS or the Stripped DECS, then only the
affected class of Holder 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 or 100% of such class, as the case may
be.

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

         Section 8.3       Execution of Supplemental Agreements.
                           ------------------------------------

         In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications
thereby of the agencies created by this Agreement, the Agent shall be
provided and (subject to Section 7.1) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
agreement is authorized or permitted by this Agreement. The Agent may, but
shall not be obligated to, enter into any such supplemental agreement which
affects the Agent's own rights, duties or immunities under this Agreement or
otherwise.

                                    -67-


<PAGE>
<PAGE>


          Section 8.4       Effect of Supplemental Agreements.
                            ---------------------------------

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

          Section 8.5       Reference to Supplemental Agreements.
                            ------------------------------------

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

                                 ARTICLE IX.
                  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         Section 9.1       Company May Consolidate, Etc., Only on Certain
                           ----------------------------------------------
                           Terms.
                           -----
         The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:

              (a) the Person formed by such consolidation or into which the
         Company is merged or the Person which acquires by conveyance,
         transfer or lease the properties and assets of the Company
         substantially as an entirety shall be a corporation, partnership,
         limited liability company or trust, shall be organized and validly
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and shall expressly assume
         every covenant of this Agreement, the Forward Purchase Contracts,
         the Notes, the Remarketing Agreement and the Pledge Agreement on
         the part of the Company to be performed or observed by one or more
         supplemental agreements in form reasonably satisfactory to the Agent
         and the Collateral Agent, executed and delivered to the Agent and
         the Collateral Agent by such Person;

              (b) immediately after giving effect to such transaction, no
         default under this Agreement, the Forward Purchase Contracts, the
         Remarketing Agreement or the Pledge Agreement shall have happened
         and be continuing; and

              (c) the Company has delivered to the Agent an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and such
         supplemental agreement(s) comply with this Section 9.1

                                    -68-


<PAGE>
<PAGE>

         and that all conditions precedent herein provided for relating to
         such transaction have been complied with.

This Section 9.1 shall not apply to any merger or consolidation in which the
Company is the surviving corporation.

         Section 9.2       Successor Substituted.
                           ---------------------

              (a) Upon any consolidation with or merger of the Company into
         any other Person, or any conveyance, transfer or lease of the
         properties and assets of the Company substantially as an entirety in
         accordance with Section 9.1, the successor Person formed by such
         consolidation or into which the Company is merged or to which such
         conveyance, transfer or lease is made shall succeed to, and be
         substituted for, and may exercise every right and power of, the Company
         under this Agreement with the same effect as if such successor Person
         had been named as the Company herein, and thereafter, except in the
         case of a lease, the predecessor Person shall be relieved of all
         obligations and covenants under this Agreement, the Forward Purchase
         Contracts, the Notes, the DECS, the Remarketing Agreement and the
         Pledge Agreement.

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

                                 ARTICLE X.
                                 COVENANTS

         Section 10.1      Performance Under Purchase Contracts.
                           ------------------------------------

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

         Section 10.2      Maintenance of Office or Agency.
                           -------------------------------

              (a) The Company will maintain in the Borough of Manhattan,
         The City of New York an office or agency where Certificates may
         be presented or surrendered for acquisition of shares of Common Stock
         upon settlement of the Forward Purchase Contracts on any Settlement
         Date and for transfer of Collateral upon occurrence of a Termination
         Event, where Certificates may be surrendered for registration of
         transfer or exchange, for a Collateral Substitution or reestablishment
         of Upper DECS and where notices and demands to or upon the Company in
         respect of the DECS and this Agreement may be served. The Company
         will give prompt written notice to the Agent of the location, and
         any change in the location, of such office or agency. If at any time
         the Company shall

                                    -69-


<PAGE>
<PAGE>

         fail to maintain any such required office or agency or shall fail
         to furnish the Agent with the address thereof, such presentations,
         surrenders, notices and demands may be made or served at the
         Corporate Trust Office, and the Company hereby appoints the
         Agent as its agent to receive all such presentations, surrenders,
         notices and demands.

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

         Section 10.3      Company to Reserve Common Stock.
                           -------------------------------

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

         Section 10.4      Covenants as to Common Stock.
                           ----------------------------

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

         Section 10.5      Statements of Officer of the Company as to Default.
                           --------------------------------------------------

         The Company will deliver to the Agent, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officer's Certificate, stating whether or not to the best knowledge of the
signer thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions hereof, and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which such officer may have knowledge.

                          [SIGNATURE PAGES FOLLOW]

                                    -70-


<PAGE>
<PAGE>



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

                                  SOLUTIA INC.

                                  By: ____________________________________
                                      Name:
                                      Title:

                                  JPMORGAN CHASE BANK
                                  as Forward Purchase Contract Agent

                                  By: ____________________________________
                                      Name:
                                      Title:





<PAGE>
<PAGE>


                                  EXHIBIT A
                       FORM OF UPPER DECS CERTIFICATE

         [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A
GLOBAL CERTIFICATE WITHIN THE MEANING OF THE FORWARD PURCHASE CONTRACT
AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE
CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT.

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

                  (Form of Face of Upper DECS Certificate)

No. ______________                                      CUSIP No. ____________

Number of Upper DECS____________

         This Upper DECS Certificate certifies that [For inclusion in Global
Certificates only -- Cede & Co.] is the registered Holder of the number of
Upper DECS set forth above [For inclusion in Global Certificates only - or
such other number of Upper DECS reflected in the Schedule of Increases or
Decreases in Global Certificates attached hereto]. Each Upper DECS
represents (i) either (a) beneficial ownership by the Holder of one  %
Senior Note due   (the "Note") of Solutia Inc., a Delaware corporation (the
"Company") having a principal amount of $ , subject to the Pledge of such
Note by such Holder pursuant to the Pledge Agreement, or (b) if the Note has
been remarketed by the Remarketing Agent (or if the Holder has elected not
to have the Note remarketed by delivering the appropriate Treasury
Consideration specified by the Remarketing Agent), the appropriate Treasury
Consideration, subject to the Pledge of such Treasury Consideration by such
Holder pursuant to the Pledge Agreement, or (c) if a Tax Event Redemption
has occurred, the appropriate Applicable Ownership Interest in the Treasury
Portfolio subject to the Pledge of such Applicable Ownership Interest in the
Treasury Portfolio pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Forward Purchase

                                    A-1


<PAGE>

Contract with the Company. All capitalized terms used herein which are
defined in the Forward Purchase Contract Agreement have the meaning set
forth therein.

         Pursuant to the Pledge Agreement, the Note or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, constituting part of each Upper DECS
evidenced hereby has been pledged to the Collateral Agent, for the benefit
of the Company, to secure the obligations of the Holder under the Forward
Purchase Contract comprising a part of such Upper DECS.

         The Pledge Agreement provides that all payments in respect of the
Pledged Notes, Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio received by the Collateral
Agent shall be paid by the Collateral Agent by wire transfer in same day
funds (i) in the case of (A) quarterly cash distributions on Upper DECS
which include Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio and (B) any payments
in respect of the Notes, Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, that have been
released from the Pledge pursuant to the Pledge Agreement, to the Agent to
the account designated by the Agent, no later than 10:00 a.m., New York City
time, on the Business Day such payment is received by the Collateral Agent
(provided that in the event such payment is received by the Collateral Agent
on a day that is not a Business Day or after 9:00 a.m., New York City time,
on a Business Day, then such payment shall be made no later than 9:30 a.m.,
New York City time, on the next succeeding Business Day) and (ii) in the
case of payments in respect of any Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, to be paid upon settlement of such Holder's
obligations to purchase Common Stock under the Forward Purchase Contract, to
the Company on the Stock Purchase Date (as defined herein) in accordance
with the terms of the Pledge Agreement, in full satisfaction of the
respective obligations of the Holders of the Upper DECS of which such
Pledged Notes, Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, are a part
under the Forward Purchase Contracts forming a part of such Upper DECS.
Quarterly distributions on Upper DECS which include Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, which are payable quarterly in
arrears on  ,  ,   and   each year, commencing  , 2002 (a "Payment Date"),
shall, subject to receipt thereof by the Agent from the Collateral Agent (if
the Collateral Agent is the registered owner thereof), be paid to the Person
in whose name this Upper DECS Certificate (or a Predecessor Upper DECS
Certificate) is registered at the close of business on the Record Date for
such Payment Date.

         Each Forward Purchase Contract evidenced hereby obligates the
Holder of this Upper DECS Certificate to purchase, and the Company to sell,
on   (the "Stock Purchase Date"), at a price equal to $  (the "Stated
Amount"), a number of newly issued shares of common stock, $0.01 par value
per share ("Common Stock"), of the Company, equal to the Settlement Rate,
unless on or prior to the Stock Purchase Date there shall have occurred a

                                    A-2


<PAGE>

Termination Event or a Cash Settlement, Early Settlement or Merger Early
Settlement with respect to the Upper DECS of which such Forward Purchase
Contract is a part, all as provided in the Forward Purchase Contract
Agreement and more fully described on the reverse hereof. The Purchase Price
(as defined herein) for the shares of Common Stock purchased pursuant to
each Forward Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Stock Purchase Date by application of payments received in
respect of the Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
pledged to secure the obligations of the Holder under such Forward Purchase
Contract.

         Payments on the Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
will be payable at the office of the Agent in The City of New York or, at
the option of the Company, by check mailed to the address of the Person
entitled thereto as such address appears on the Upper DECS Register or by
wire transfer to an account specified by such Person at least five Business
Days prior to the applicable Payment Date.

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

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

                                    A-3


<PAGE>


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

                              SOLUTIA INC.


                              By: _________________________________________
                                  Name:
                                  Title:

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

                              By: JPMORGAN CHASE BANK, not individually but
                                  solely as Attorney-in-Fact of such Holder


                              By: _________________________________________
                                  Authorized Officer


                                    A-4


<PAGE>
<PAGE>


                    AGENT'S CERTIFICATE OF AUTHENTICATION

         This is one of the Upper DECS Certificates referred to in the
within-mentioned Forward Purchase Contract Agreement.

                                        JP MORGAN CHASE BANK,
                                        as Forward Purchase Contract Agent

Dated: _____________________              By: _________________________________
                                              Authorized Officer

                                    A-5


<PAGE>


                 (Form of Reverse of Upper DECS Certificate)

         Each Forward Purchase Contract evidenced hereby is governed by a
Forward Purchase Contract Agreement, dated as of  , 2002 (as may be
supplemented from time to time, the "Forward Purchase Contract Agreement"),
between the Company and JPMorgan Chase Bank, as Forward Purchase Contract
Agent (including its successors thereunder, herein called the "Agent"), to
which Forward Purchase Contract Agreement and supplemental agreements
thereto reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Agent, the Company, and the Holders and of the terms upon which the Upper
DECS Certificates are, and are to be, executed and delivered.

         Each Forward Purchase Contract evidenced hereby obligates the
Holder of this Upper DECS Certificate to purchase, and the Company to sell,
on the Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a
number of shares of Common Stock of the Company equal to the Settlement
Rate, unless, on or prior to the Stock Purchase Date, there shall have
occurred a Termination Event or an Early Settlement, Merger Early Settlement
or Cash Settlement with respect to the DECS of which such Forward Purchase
Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable
Market Value (as defined below) is greater than or equal to $  (the
"Threshold Appreciation Price"),   shares of Common Stock per Forward
Purchase Contract, (b) if the Applicable Market Value is less than the
Threshold Appreciation Price but is greater than $ , the number of shares of
Common Stock per Forward Purchase Contract equal to the Stated Amount
divided by the Applicable Market Value and (c) if the Applicable Market
Value is less than or equal to $ ,   shares of Common Stock per Forward
Purchase Contract, in each case subject to adjustment as provided in the
Forward Purchase Contract Agreement. No fractional shares of Common Stock
will be issued upon settlement of Forward Purchase Contracts, as provided in
the Forward Purchase Contract Agreement.

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

         The "Closing Price" of the Common Stock on any date of
determination means the closing sale price (or, if no closing price is
reported, the last reported sale price) of the Common Stock on the New York
Stock Exchange (the "NYSE") on such date or, if the Common Stock is not
listed for trading on the NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange
on which the Common Stock is so listed, or if the Common Stock is not so
listed on a United States national or regional securities exchange, as
reported by The Nasdaq Stock Market, or, if the Common Stock is not so
reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market
value of the Common Stock on such date as determined by a nationally
recognized independent investment banking firm retained for this purpose by
the Company.

                                    A-6


<PAGE>

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

         Each Forward Purchase Contract evidenced hereby may be settled
prior to the Stock Purchase Date through Early Settlement or Merger Early
Settlement, in accordance with the terms of the Forward Purchase Contract
Agreement.

         In accordance with the terms of the Forward Purchase Contract
Agreement, the Holder of this Upper DECS Certificate shall pay the Purchase
Price for the shares of Common Stock purchased pursuant to each Forward
Purchase Contract evidenced hereby (i) by effecting a Cash Settlement, Early
Settlement or Merger Early Settlement, (ii) by application of payments
received in respect of the Pledged Treasury Consideration acquired from the
proceeds of a remarketing of the related Pledged Notes underlying the Upper
DECS represented by this Upper DECS Certificate, (iii) if the Holder has
elected not to participate in the remarketing, by application of payments
received in respect of the Pledged Treasury Consideration deposited by such
Holder in respect of such Forward Purchase Contract, or (iv) if a Tax Event
Redemption has occurred prior to the successful remarketing of the Notes, by
application of payments received in respect of the Pledged Applicable
Ownership Interest in the Treasury Portfolio purchased by the Collateral
Agent on behalf of the Holder of this Upper DECS Certificate. If, as
provided in the Forward Purchase Contract Agreement, upon the occurrence of
a Last Failed Remarketing the Collateral Agent, for the benefit of the
Company, exercises its rights as a secured creditor with respect to the
Pledged Notes related to this Upper DECS Certificate, any accrued and unpaid
interest on such Pledged Notes will become payable by the Company to the
Holder of this Upper DECS Certificate in the manner provided for in the
Forward Purchase Contract Agreement.

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

         Under the terms of the Pledge Agreement, the Agent will be entitled
to exercise the voting and any other consensual rights pertaining to the
Pledged Notes. Upon receipt of notice of any meeting at which holders of
Notes are entitled to vote or upon the solicitation of consents, waivers or
proxies of holders of Notes, the Agent shall, as soon as practicable
thereafter, mail to the Holders of Upper DECS a notice (a) containing such
information as is contained in the notice or solicitation, (b) stating that
each such Holder on the record date set by the Agent therefor (which, to the
extent possible, shall be the same date as the record date for determining
the holders of Notes entitled to vote) shall be entitled to instruct the
Agent as to the exercise of the voting rights pertaining to the Pledged
Notes constituting a

                                    A-7


<PAGE>
<PAGE>

part of such Holder's Upper DECS and (c) stating the manner in which such
instructions may be given. Upon the written request of the Holders of Upper
DECS on such record date, the Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in
such requests, the maximum number of Pledged Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Upper DECS, the Agent shall abstain from
voting the Pledged Note evidenced by such Upper DECS.

         The Upper DECS Certificates are issuable only in registered form
and only in denominations of a single Upper DECS and any integral multiple
thereof. The transfer of any Upper DECS Certificate will be registered and
Upper DECS Certificates may be exchanged as provided in the Forward Purchase
Contract Agreement. The Upper DECS Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Forward Purchase Contract Agreement. No service charge
shall be required for any such registration of transfer or exchange, but the
Company and the Agent may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. The Holder
of an Upper DECS may substitute for the Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, securing its obligations under the related
Forward Purchase Contract Treasury Securities in accordance with the terms
of the Forward Purchase Contract Agreement and the Pledge Agreement. From
and after such Collateral Substitution, the DECS for which such Pledged
Treasury Securities secure the Holder's obligation under the Forward
Purchase Contract shall be referred to as a "Stripped DECS." A Holder that
elects to substitute a Treasury Security for Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, thereby creating Stripped DECS, shall be
responsible for any fees or expenses payable in connection therewith. Except
as provided in the Forward Purchase Contract Agreement, for so long as the
Forward Purchase Contract underlying an Upper DECS remains in effect, such
Upper DECS shall not be separable into its constituent parts, and the rights
and obligations of the Holder of such Upper DECS in respect of the Pledged
Note, Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, and Forward Purchase
Contract constituting such Upper DECS may be transferred and exchanged only
as an Upper DECS.

         A Holder of Stripped DECS may reestablish Upper DECS by delivering
to the Collateral Agent Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
in exchange for the release of the Pledged Treasury Securities in accordance
with the terms of the Forward Purchase Contract Agreement and the Pledge
Agreement.

         The Forward Purchase Contracts and all obligations and rights of
the Company and the Holders thereunder, including, without limitation, the
rights of the Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by
any Holder, the Agent or the Company, if, on or prior to the Stock

                                    A-8


<PAGE>
<PAGE>

Purchase Date, a Termination Event shall have occurred. Upon the occurrence
of a Termination Event, the Company shall promptly but in no event later
than two Business Days thereafter give written notice to the Agent, the
Collateral Agent and to the Holders, at their addresses as they appear in
the Upper DECS Register. Upon and after the occurrence of a Termination
Event, the Collateral Agent shall release the Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, from the Pledge in accordance with
the provisions of the Pledge Agreement.

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

         The Holder of this Upper DECS Certificate, by its acceptance
hereof, authorizes the Agent to enter into and perform the related Forward
Purchase Contracts forming part of the Upper DECS evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Forward Purchase Contracts by the
Company or its trustee in the event that the Company becomes the subject of
a case under the Bankruptcy Code, agrees to be bound by the terms and
provisions of the Forward Purchase Contracts, covenants and agrees to
perform such Holder's obligations under such Forward Purchase Contracts,
consents to the provisions of the Forward Purchase Contract Agreement,
authorizes the Agent to enter into and perform the Pledge Agreement on such
Holder's behalf as attorney-in-fact, and consents to the Pledge of the Notes
or the appropriate Treasury Consideration or Applicable Ownership Interest
in the Treasury Portfolio, as the case may be, underlying this Upper DECS
Certificate pursuant to the Pledge Agreement. The Holder further covenants
and agrees, that, to the extent and in the manner provided in the Forward
Purchase Contract Agreement and the Pledge Agreement, but subject to the
terms thereof, payments in respect of the Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, to be paid upon settlement of such Holder's
obligations to purchase Common Stock under the Forward Purchase Contract,
shall be paid on the Stock Purchase Date by the Collateral Agent to the
Company in satisfaction of such Holder's obligations under such Forward
Purchase Contract and such Holder shall acquire no right, title or interest
in such payments.

         Each Holder of any DECS, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Notes, Treasury Consideration, Applicable
Ownership Interest in the Treasury Portfolio or Treasury Securities, as the
case may be, and (ii) the Notes as indebtedness of the Company,

                                    A-9


<PAGE>
<PAGE>

in each case, for all United States federal, state and local income and
franchise tax purposes.

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

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

         The Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Upper DECS
Certificate is registered as the owner of the Upper DECS evidenced hereby
for the purpose of receiving quarterly payments on the Notes, the Treasury
Consideration or the Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, performance of the Forward Purchase Contracts
and for all other purposes whatsoever (subject to the Record Date provisions
hereof), whether or not any payments in respect thereof be overdue and
notwithstanding any notice to the contrary, and neither the Company, the
Agent, such Affiliates nor any such agent shall be affected by notice to the
contrary.

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

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

                                    A-10



<PAGE>
                                ABBREVIATIONS

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

TEN COM -                           as tenants in common
UNIF GIFT MIN ACT -                 Custodian
                                    (cust)             (minor)
                                    Under Uniform Gifts to Minors Act
                                                       (State)
TEN ENT -                           as tenants by the entireties
JT TEN -                            as joint tenants with right of survivorship
                                    and not as tenants in common

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

                                    A-11


<PAGE>
<PAGE>


                                 ASSIGNMENT

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

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

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

the within Upper DECS Certificate and all rights thereunder, hereby
irrevocably constituting and appointing ___________________________ attorney
to transfer said Upper DECS Certificate on the books of Solutia Inc. with
full power of substitution in the premises.

Dated: _________________________

Signature: _____________________________

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

Signature Guarantee: ___________________________.

                                    A-12



<PAGE>
                           SETTLEMENT INSTRUCTIONS

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

Dated: ______________________               Signature: _________________________

                                            Signature Guarantee: _______________
                                            (if assigned to another person)

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

Name                                        Name

Address                                     Address

Social Security or other Taxpayer
Identification Number, if any

                                    A-13



<PAGE>
                          ELECTION TO SETTLE EARLY

         The undersigned Holder of this Upper DECS Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance
with the terms of the Forward Purchase Contract Agreement with respect to
the Forward Purchase Contracts underlying the number of Upper DECS evidenced
by this Upper DECS Certificate specified below. The option to effect Early
Settlement may be exercised only with respect to Forward Purchase Contracts
underlying Upper DECS with an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof. The undersigned Holder directs that a certificate
or book-entry interest for shares of Common Stock deliverable upon such
Early Settlement be registered in the name of, and delivered, together with
a check in payment for any fractional share and any Upper DECS Certificate
representing any Upper DECS evidenced hereby as to which Early Settlement of
the related Forward Purchase Contracts is not effected, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. The Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case
may be, deliverable upon such Early Settlement will be transferred in
accordance with the transfer instructions set forth below. If shares are to
be registered in the name of a Person other than the undersigned, the
undersigned will pay any transfer tax payable incident thereto.

Dated: ____________________             Signature: ___________________________

                                        Signature Guarantee: _________________

         Number of DECS evidenced hereby as to which Early Settlement of the
related Forward Purchase Contracts is being elected:

If shares of Common Stock are to be           REGISTERED HOLDER
registered in the name of and delivered to
and Pledged Notes, Pledged Treasury           Please print name and address of
Consideration or Pledged Applicable           Registered Holder:
Ownership Interest in the Treasury
Portfolio, as the case may be, are to be
transferred to a Person other than the
Holder, please print such Person's name and
address:

Name                                          Name

Address                                       Address

Social Security or other Taxpayer
Identification Number, if any

                                    A-14


<PAGE>
<PAGE>

         Transfer instructions for Pledged Notes, Pledged Treasury
Consideration or the Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, transferable upon Early Settlement:

                                    A-15



<PAGE>
<PAGE>

                   (TO BE ATTACHED TO GLOBAL CERTIFICATES)

          SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
<CAPTION>
                                                                   Stated Amount of
                                                                      the Global
                                                                      Certificate
                 Amount of Decrease in    Amount of Increase in     Following Such
                  Stated Amount of the     Stated Amount of the       Decrease or         Signature of
     Date          Global Certificate       Global Certificate         Increase        Authorizing Officer
<S>              <C>                      <C>                      <C>                 <C>
</TABLE>

                                    A-16


<PAGE>
<PAGE>
                                  EXHIBIT B

                      FORM OF STRIPPED DECS CERTIFICATE

         [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A
GLOBAL CERTIFICATE WITHIN THE MEANING OF THE FORWARD PURCHASE CONTRACT
AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A
CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT.

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

                 (Form of Face of Stripped DECS Certificate)

No. _________________                                    CUSIP No. ____________

Number of Stripped DECS ____________________

         This Stripped DECS Certificate certifies that [For inclusion in
Global Certificates only -- Cede & Co.] is the registered Holder of the
number of Stripped DECS set forth above [For inclusion in Global
Certificates only - or such other number of Stripped DECS reflected in the
Schedule of Increases or Decreases in Global Certificate attached hereto].
Each Stripped DECS represents (i) a   undivided beneficial ownership
interest in a Treasury Security, subject to the Pledge of such interest in
such Treasury Security by such Holder pursuant to the Pledge Agreement, and
(ii) the rights and obligations of the Holder under one Forward Purchase
Contract with Solutia Inc., a Delaware corporation (the "Company"). All
capitalized terms used herein which are defined in the Forward Purchase
Contract Agreement have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Treasury Security
constituting part of each Stripped DECS evidenced hereby has been pledged to
the Collateral Agent, for the benefit of the Company, to secure the
obligations of the Holder under the Forward Purchase Contract comprising a
part of such Stripped DECS.

         Each Forward Purchase Contract evidenced hereby obligates the
Holder of this Stripped DECS Certificate to purchase, and the Company to
sell, on   (the "Stock Purchase Date"), at a price equal to $  (the "Stated
Amount"), a number of shares of common stock, $0.01 par value per share
("Common Stock"), of the Company, equal to the Settlement Rate, unless on or
prior to the

                                    B-1



<PAGE>
<PAGE>

Stock Purchase Date there shall have occurred a Termination Event or an
Early Settlement, Merger Early Settlement or Cash Settlement with respect to
the Stripped DECS of which such Forward Purchase Contract is a part, all as
provided in the Forward Purchase Contract Agreement and more fully described
on the reverse hereof. The Purchase Price (as defined herein) for the shares
of Common Stock purchased pursuant to each Forward Purchase Contract
evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase
Date by application of payments received in respect of the Pledged Treasury
Securities pledged to secure the obligations under such Forward Purchase
Contract in accordance with the terms of the Pledge Agreement.

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

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

                                    B-2



<PAGE>
<PAGE>


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

                        SOLUTIA INC.

                        By: ____________________________________
                            Name:
                            Title:

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

                        By: JPMORGAN CHASE BANK, not individually but
                            solely as Attorney-in-Fact of such Holder


                        By: ____________________________________
                            Authorized Officer

                                    B-3



<PAGE>
<PAGE>


                    AGENT'S CERTIFICATE OF AUTHENTICATION

         This is one of the Stripped DECS referred to in the
within-mentioned Forward Purchase Contract Agreement.

                            JPMORGAN CHASE BANK,
                            as Forward Purchase Contract Agent

Dated: ________________________    By: _____________________________________
                                               Authorized Officer


                                    B-4




<PAGE>
<PAGE>
                   (Reverse of Stripped DECS Certificate)

         Each Forward Purchase Contract evidenced hereby is governed by a
Forward Purchase Contract Agreement, dated as of  , 2002 (as may be
supplemented from time to time, the "Forward Purchase Contract Agreement"),
between the Company and JPMorgan Chase Bank, as Forward Purchase Contract
Agent (including its successors thereunder, herein called the "Agent"), to
which Forward Purchase Contract Agreement and supplemental agreements
thereto reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Agent, the Company and the Holders and of the terms upon which the Stripped
DECS Certificates are, and are to be, executed and delivered.

         Each Forward Purchase Contract evidenced hereby obligates the
Holder of this Stripped DECS Certificate to purchase, and the Company to
sell, on the Stock Purchase Date at a price equal to $  (the "Purchase
Price"), a number of shares of Common Stock of the Company equal to the
Settlement Rate, unless, on or prior to the Stock Purchase Date, there shall
have occurred a Termination Event or an Early Settlement, Merger Early
Settlement or Cash Settlement with respect to the DECS of which such Forward
Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is greater than or equal to $
(the "Threshold Appreciation Price"),   shares of Common Stock per Forward
Purchase Contract, (b) if the Applicable Market Value is less than the
Threshold Appreciation Price but is greater than $ , the number of shares of
Common Stock per Forward Purchase Contract equal to the Stated Amount
divided by the Applicable Market Value and (c) if the Applicable Market
Value is less than or equal to $ ,   shares of Common Stock per Forward
Purchase Contract, in each case subject to adjustment as provided in the
Forward Purchase Contract Agreement. No fractional shares of Common Stock
will be issued upon settlement of Forward Purchase Contracts, as provided in
the Forward Purchase Contract Agreement.

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

         The "Closing Price" of the Common Stock on any date of
determination means the closing sale price (or, if no closing price is
reported, the last reported sale price) of the Common Stock on the New York
Stock Exchange (the "NYSE") on such date or, if the Common Stock is not
listed for trading on the NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange
on which the Common Stock is so listed, or if the Common Stock is not so
listed on a United States national or regional securities exchange, as
reported by The Nasdaq Stock Market, or, if the Common Stock is not so
reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market
value of the Common Stock on such date as determined by a nationally
recognized independent investment banking firm retained for this purpose by
the Company.

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

                                    B-5



<PAGE>
<PAGE>

exchange or association or over-the-counter market that is the primary
market for the trading of the Common Stock.

         Each Forward Purchase Contract evidenced hereby may be settled
prior to the Stock Purchase Date through Early Settlement, Merger Early
Settlement or Cash Settlement, in accordance with the terms of the Forward
Purchase Contract Agreement.

         In accordance with the terms of the Forward Purchase Contract
Agreement, the Holder of this Stripped DECS Certificate shall pay the
Purchase Price for the shares of Common Stock purchased pursuant to each
Forward Purchase Contract evidenced hereby (i) by effecting an Early
Settlement, Merger Early Settlement or Cash Settlement or (ii) by
application of payments received in respect of the Pledged Treasury
Securities underlying the Stripped DECS represented by this Stripped DECS
Certificate.

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

         The Stripped DECS Certificates are issuable only in registered form
and only in denominations of a single Stripped DECS and any integral
multiple thereof. The transfer of any Stripped DECS Certificate will be
registered and Stripped DECS Certificates may be exchanged as provided in
the Forward Purchase Contract Agreement. The Stripped DECS Registrar may
require a Holder, among other things, to furnish appropriate endorsements
and transfer documents permitted by the Forward Purchase Contract Agreement.
No service charge shall be required for any such registration of transfer or
exchange, but the Company and the Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. The Holder of a Stripped DECS may substitute for the
Pledged Treasury Securities securing its obligations under the related
Forward Purchase Contract Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio in accordance with
the terms of the Forward Purchase Contract Agreement and the Pledge
Agreement. From and after such substitution, the DECS for which such Pledged
Notes, Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio secures the Holder's obligation under the
Forward Purchase Contract shall be referred to as an "Upper DECS." A Holder
that elects to substitute Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
for Pledged Treasury Securities, thereby reestablishing Upper DECS, shall be
responsible for any fees or expenses payable in connection therewith. Except
as provided in the Forward Purchase Contract Agreement, for so long as the
Forward Purchase Contract underlying a Stripped DECS remains in effect, such
Stripped DECS shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such Stripped DECS in respect of the
Pledged Treasury Security and the Forward Purchase Contract constituting
such Stripped DECS may be transferred and exchanged only as a Stripped DECS.

         The Forward Purchase Contracts and all obligations and rights of
the Company and the Holders thereunder, including, without limitation, the
rights and obligations of Holders to purchase Common Stock, shall
immediately and automatically terminate, without the necessity of

                                    B-6



<PAGE>
<PAGE>

any notice or action by any Holder, the Agent or the Company, if, on or
prior to the Stock Purchase Date, a Termination Event shall have occurred.
Upon the occurrence of a Termination Event, the Company shall promptly but
in no event later than two Business Days thereafter give written notice to
the Agent, the Collateral Agent and to the Holders, at their addresses as
they appear in the Stripped DECS Register. Upon and after the occurrence of
a Termination Event, the Collateral Agent shall release the Pledged Treasury
Securities from the Pledge in accordance with the provisions of the Pledge
Agreement.

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

         The Holder of this Stripped DECS Certificate, by its acceptance
hereof, authorizes the Agent to enter into and perform the related Forward
Purchase Contracts forming part of the Stripped DECS evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Forward Purchase Contracts by the
Company or its trustee in the event that the Company becomes the subject of
a case under the Bankruptcy Code, agrees to be bound by the terms and
provisions of the Forward Purchase Contracts, covenants and agrees to
perform such Holder's obligations under such Forward Purchase Contracts,
consents to the provisions of the Forward Purchase Contract Agreement,
authorizes the Agent to enter into and perform the Pledge Agreement on such
Holder's behalf as attorney-in-fact, and consents to the Pledge of the
Treasury Securities underlying this Stripped DECS Certificate pursuant to
the Pledge Agreement. The Holder further covenants and agrees, that, to the
extent and in the manner provided in the Forward Purchase Contract Agreement
and the Pledge Agreement, but subject to the terms thereof, payments in
respect of the Pledged Treasury Securities, to be paid upon settlement of
such Holder's obligations to purchase Common Stock under the Forward
Purchase Contract, shall be paid on the Stock Purchase Date by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Forward Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.

         Each Holder of any DECS, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Notes, Treasury Consideration or Treasury
Securities, as the case may be, and (ii) the Notes as indebtedness of the
Company, in each case, for United States federal, state and local income and
franchise tax purposes.

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

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

                                    B-7



<PAGE>
<PAGE>

         The Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Stripped DECS
Certificate is registered as the owner of the Stripped DECS evidenced hereby
for the purpose of performance of the Forward Purchase Contracts and for all
other purposes whatsoever (subject to the Record Date provisions hereof),
whether or not any payments in respect thereof be overdue and
notwithstanding any notice to the contrary, and neither the Company, the
Agent, such Affiliate, nor any such agent shall be affected by notice to the
contrary.

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

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

                                    B-8




<PAGE>
<PAGE>
                                ABBREVIATIONS

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

TEN COM -                 as tenants in common
UNIF GIFT MIN ACT -       Custodian
                          (cust)             (minor)
                          Under Uniform Gifts to Minors Act
                                             (State)
TEN ENT -                 as tenants by the entireties
JT TEN -                  as joint tenants with right of survivorship and
                          not as tenants in common


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

                                    B-9



<PAGE>
<PAGE>


                                 ASSIGNMENT

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

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

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

the within Stripped DECS Certificate and all rights thereunder, hereby
irrevocably constituting and appointing ____________________________
attorney to transfer said Stripped DECS Certificate on the books of Solutia
Inc. with full power of substitution in the premises.

Dated: ______________________     Signature: ___________________________

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

Signature Guarantee: ___________________________________________________

                                    B-10



<PAGE>
<PAGE>


                           SETTLEMENT INSTRUCTIONS

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

Dated: _________________  Signature: _________________________________________

                          Signature Guarantee: _______________________________
                                               (if assigned to another person)

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

Name                                                         Name


Address                                                      Address


Social Security or other Taxpayer
Identification Number, if any

                                    B-11



<PAGE>
<PAGE>


                          ELECTION TO SETTLE EARLY

         The undersigned Holder of this Stripped DECS Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance
with the terms of the Forward Purchase Contract Agreement with respect to
the Forward Purchase Contracts underlying the number of Stripped DECS
evidenced by this Stripped DECS Certificate specified below. The option to
effect Early Settlement may be exercised only with respect to Forward
Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount
equal to $1,000 or an integral multiple thereof. The undersigned Holder
directs that a certificate or book-entry interest for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Stripped DECS Certificate representing any Stripped DECS evidenced hereby as
to which Early Settlement of the related Forward Purchase Contracts is not
effected, to the undersigned at the address indicated below unless a
different name and address have been indicated below. Pledged Treasury
Securities deliverable upon such Early Settlement will be transferred in
accordance with the transfer instructions set forth below. If shares are to
be registered in the name of a Person other than the undersigned, the
undersigned will pay any transfer tax payable incident thereto.

Dated: ____________________      Signature: ___________________________________

                                 Signature Guarantee: _________________________

         Number of DECS evidenced hereby as to which Early Settlement of the
related Forward Purchase Contracts is being elected:

If shares of Common Stock are to be registered   REGISTERED HOLDER
in the name of and delivered to and Pledged
Treasury Securities are to be transferred
to a Person other than the Holder, please        Please print name and address
print such Person's name and address:            of Registered Holder:

Name                                             Name
----                                             ----

Address                                          Address

Social Security or other Taxpayer
Identification Number, if any

         Transfer instructions for Pledged Treasury Securities transferable
upon Early Settlement:

                                    B-12


<PAGE>
<PAGE>

                   (TO BE ATTACHED TO GLOBAL CERTIFICATES)

          SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
<CAPTION>
                                           Amount of Increase    Stated Amount of the
                  Amount of Decrease in    in Stated Amount of    Global Certificate
                   Stated Amount of the        the Global           Following Such           Signature of
      Date          Global Certificate         Certificate       Decrease or Increase    Authorizing Officer
<S>               <C>                      <C>                   <C>                     <C>
</TABLE>


                                    B-13


<PAGE>
<PAGE>
                                  EXHIBIT C

              INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT
                             TO COLLATERAL AGENT

[name and address of Collateral Agent]

Re:      DECS of Solutia Inc. (the "Company")
         ------------------------------------

         We hereby notify you in accordance with Section [4.1] [4.2] of the
Pledge Agreement, dated as of  , 2002, (the "Pledge Agreement") among the
Company, you, as Collateral Agent, Custodial Agent and Securities
Intermediary and us, as Forward Purchase Contract Agent and as
attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time
to time, that the Holder of DECS listed below (the "Holder") has elected to
substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP
No. _________)] [$_______ aggregate principal amount of Notes or $_____
aggregate principal amount of Treasury Consideration (CUSIP No. _____) or
the Applicable Ownership Interest in the Treasury Portfolio, as the case may
be,] in exchange for the related [Pledged Notes, Pledged Treasury
Consideration or the appropriate Pledged Applicable Ownership Interest in
the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]
held by you in accordance with the Pledge Agreement and has delivered to us
a notice stating that the Holder has Transferred [Treasury Securities]
[Notes, the Treasury Consideration or the appropriate Applicable Ownership
Interest in the Treasury Portfolio, as the case may be,] to you, as
Collateral Agent. We hereby instruct you, upon receipt of such [Pledged
Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the
appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio,
as the case may be,], and upon the payment by such Holder of any applicable
fees, to release the [Notes, the Treasury Consideration or the appropriate
Applicable Ownership Interest in the Treasury Portfolio, as the case may
be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to
us in accordance with the Holder's instructions. Capitalized terms used
herein but not defined shall have the meaning set forth in the Pledge
Agreement.

Date:  _____________________

                                   JPMORGAN CHASE BANK,
                                   AS FORWARD PURCHASE CONTRACT AGENT

                                   By: _________________________________
                                       Name:
                                       Title:

                                    C-1



<PAGE>
<PAGE>

         Please print name and address of Registered Holder electing to
substitute [Treasury Securities] [Notes, Treasury Consideration or the
appropriate Applicable Ownership Interest in the Treasury Portfolio] for the
[Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged
Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury
Securities]:

Name:

Social Security or other Taxpayer
Identification Number, if any:

Address:
                                    C-2




<PAGE>
<PAGE>

                                  EXHIBIT D

               INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT

JPMorgan Chase Bank,
as Forward Purchase Contract Agent
450 West 33rd Street
New York, NY 10001
Attn: Institutional Trust Services
Telecopy: (212) 946-8160

Re: DECS of Solutia Inc. (the "Company")

         The undersigned Holder hereby notifies you that it has delivered to
 , as Collateral Agent, Custodial Agent and Securities Intermediary
[$_______ aggregate principal amount of Treasury Securities (CUSIP No.
_________)] [$_______ aggregate principal amount of Notes or $_____
principal amount of Treasury Consideration (CUSIP No. _____) or the
appropriate Applicable Ownership Interest in the Treasury Portfolio, as the
case may be] in exchange for the related [Pledged Notes, Pledged Treasury
Consideration or the appropriate Pledged Applicable Ownership Interest in
the Treasury Portfolio, as the case may be] [Pledged Treasury Securities]
held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the
Pledge Agreement, dated  , 2002 (the "Pledge Agreement"), among you, the
Company and the Collateral Agent. The undersigned Holder has paid the
Collateral Agent all applicable fees relating to such exchange. The
undersigned Holder hereby instructs you to instruct the Collateral Agent to
release to you on behalf of the undersigned Holder the [Pledged Notes,
Pledged Treasury Consideration or the appropriate Pledged Applicable
Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged
Treasury Securities] related to such [Upper DECS] [Stripped DECS].
Capitalized terms used herein but not defined shall have the meaning set
forth in the Pledge Agreement.

Date: ___________________        Signature: ___________________________________

                                 Signature Guarantee: _________________________

Please print name and address of Registered Holder:

Name:

Social Security or other Taxpayer Identification Number, if any:

Address:
                                    D-1




<PAGE>
<PAGE>
                                EXHIBIT E

                      NOTICE TO SETTLE BY SEPARATE CASH

JPMorgan Chase Bank,
as Forward Purchase Contract Agent
450 West 33rd Street
New York, NY 10001
Attn: Institutional Trust Services
Telecopy: (212) 946-8160

Re:   DECS of Solutia Inc. (the "Company")

         The undersigned Holder hereby irrevocably notifies you in
accordance with Section 5.3 of the Forward Purchase Contract Agreement dated
as of  , 2002 among the Company and yourselves, as Forward Purchase Contract
Agent and as Attorney-in-Fact for the Holders of the Forward Purchase
Contracts, that such Holder has elected to pay to the Collateral Agent, on
or prior to 11:00 a.m. New York City time, on the Business Day immediately
preceding the Stock Purchase Date, (in lawful money of the United States by
[certified or cashiers check or] wire transfer, in each case in immediately
available funds), $_________ as the Purchase Price for the shares of Common
Stock issuable to such Holder by the Company under the related Forward
Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned
Holder's election to make such cash settlement with respect to the Forward
Purchase Contracts related to such Holder's Upper DECS.

Dated:_____________           __________________________________________
                              Signature

                              Signature Guarantee:______________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

Please print name and address of Registered Holder:

Social Security or other Taxpayer Identification Number, if any:

                                    E-1


<PAGE>
<PAGE>

                                  EXHIBIT F

                        FORM OF REMARKETING AGREEMENT

                                    F-1