<PAGE>




                                                                    EXHIBIT 4.18















                               EL PASO CORPORATION

                                       AND

                        [       ], AS COLLATERAL AGENT

                                       AND

                  [         ], AS SECURITIES INTERMEDIARY

                                       AND

                   [        ], AS PURCHASE CONTRACT AGENT

                                PLEDGE AGREEMENT

                          DATED AS OF ________________











<PAGE>



                                TABLE OF CONTENTS

<Table>

<S>                                                                                                              <C>
ARTICLE 1 DEFINITIONS.............................................................................................2
   SECTION 1.01.         Definitions..............................................................................2

ARTICLE 2 PLEDGE..................................................................................................5
   SECTION 2.01.         Pledge...................................................................................5
   SECTION 2.02.         Control; Financing Statement.............................................................5
   SECTION 2.03.         Termination..............................................................................5

ARTICLE 3 DISTRIBUTIONS ON PLEDGED COLLATERAL.....................................................................6
   SECTION 3.01.         Income Distributions.....................................................................6
   SECTION 3.02.         Principal Payments Following Termination Event...........................................6
   SECTION 3.03.         Principal Payments Prior to or on Purchase Contract Settlement Date......................6
   SECTION 3.04.         Payments to Purchase Contract Agent......................................................7
   SECTION 3.05.         Assets Not Properly Released.............................................................7

ARTICLE 4 CONTROL.................................................................................................7
   SECTION 4.01.         Establishment of Collateral Account......................................................7
   SECTION 4.02.         Treatment as Financial Assets............................................................7
   SECTION 4.03.         Sole Control by Collateral Agent.........................................................8
   SECTION 4.04.         Securities Intermediary's Location.......................................................8
   SECTION 4.05.         No Other Claims..........................................................................8
   SECTION 4.06.         Investment and Release...................................................................8
   SECTION 4.07.         Statements and Confirmations.............................................................8
   SECTION 4.08.         Tax Allocations..........................................................................8
   SECTION 4.09.         No Other Agreements......................................................................8
   SECTION 4.10.         Powers Coupled with an Interest..........................................................9

ARTICLE 5 INITIAL DEPOSIT; ESTABLISHMENT OF TREASURY STOCK PURCHASE UNITS AND REESTABLISHMENT OF STOCK PURCHASE
UNITS.............................................................................................................9
   SECTION 5.01.         Initial Deposit of [Subordinated] Notes..................................................9
   SECTION 5.02.         Establishment of Treasury Stock Purchase Units...........................................9
   SECTION 5.03.         Reestablishment of Stock Purchase Units.................................................10
   SECTION 5.04.         Termination Event.......................................................................11
   SECTION 5.05.         Cash Settlement.........................................................................12
   SECTION 5.06.         Application of Proceeds in Settlement of Purchase Contracts.............................13
   SECTION 5.07.         Tax Event Redemption....................................................................15

ARTICLE 6 VOTING RIGHTS - PLEDGED [SUBORDINATED] NOTES...........................................................15
   SECTION 6.01.         Voting Rights...........................................................................15

ARTICLE 7 RIGHTS AND REMEDIES....................................................................................15
   SECTION 7.01.         Rights and Remedies of the Collateral Agent.............................................15
   SECTION 7.02.         Tax Event Redemption....................................................................16
   SECTION 7.03.         Substitutions...........................................................................17
</Table>



                                       -i-
<PAGE>
<Table>

<S>                                                                                                             <C>
ARTICLE 8 REPRESENTATIONS AND WARRANTIES; COVENANTS..............................................................17
   SECTION 8.01.         Representations and Warranties..........................................................17
   SECTION 8.02.         Covenants...............................................................................18

ARTICLE 9 THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY...................................................18
   SECTION 9.01.         Appointment, Powers and Immunities......................................................18
   SECTION 9.02.         Instructions of the Company.............................................................19
   SECTION 9.03.         Reliance by Collateral Agent and Securities Intermediary................................19
   SECTION 9.04.         Rights in Other Capacities..............................................................20
   SECTION 9.05.         Non-Reliance on Collateral Agent and Securities Intermediary............................20
   SECTION 9.06.         Compensation and Indemnity..............................................................20
   SECTION 9.07.         Failure to Act..........................................................................21
   SECTION 9.08.         Resignation of Collateral Agent and Securities Intermediary.............................21
   SECTION 9.09.         Right to Appoint Agent or Advisor.......................................................23
   SECTION 9.10.         Survival................................................................................23
   SECTION 9.11.         Exculpation.............................................................................23

ARTICLE 10 AMENDMENT.............................................................................................23
   SECTION 10.01.        Amendment Without Consent of Holders....................................................23
   SECTION 10.02.        Amendment with Consent of Holders.......................................................24
   SECTION 10.03.        Execution of Amendments.................................................................24
   SECTION 10.04.        Effect of Amendments....................................................................25
   SECTION 10.05.        Reference of Amendments.................................................................25

ARTICLE 11 MISCELLANEOUS.........................................................................................25
   SECTION 11.01.        No Waiver...............................................................................25
   SECTION 11.02.        Governing Law...........................................................................25
   SECTION 11.03.        Notices.................................................................................25
   SECTION 11.04.        Successors and Assigns..................................................................26
   SECTION 11.05.        Counterparts............................................................................26
   SECTION 11.06.        Severability............................................................................26
   SECTION 11.07.        Expenses, Etc...........................................................................26
   SECTION 11.08.        Security Interest Absolute..............................................................27
   SECTION 11.09.        Notice of Tax Event, Tax Event Redemption and Termination Event.........................27
</Table>


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



                                      -ii-
<PAGE>


                                PLEDGE AGREEMENT

         PLEDGE AGREEMENT, dated as of ________________, among EL PASO
CORPORATION, a Delaware corporation (the "Company"), [             ], a ______
banking association, as collateral agent (in such capacity, together with its
successors in such capacity, the "Collateral Agent"), [           ], a ______
banking association, as securities intermediary with respect to the Collateral
Account (in such capacity, together with its successors in such capacity, the
"Securities Intermediary"), and [           ], an ______ banking corporation, as
purchase contract agent and as attorney-in-fact of the Holders from time to time
of the Securities under the Purchase Contract Agreement (in such capacity,
together with its successors in such capacity, the "Purchase Contract Agent").

                                    RECITALS

         The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement dated as of the date hereof (as modified and supplemented and
in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there may be issued up to _______________________ Stock Purchase Units
(the "Securities").

         Each Stock Purchase Unit, at issuance, consists of a unit comprised of
(a) a stock purchase contract (the "Purchase Contract") under which the Holder
will purchase from the Company on the Purchase Contract Settlement Date, for an
amount equal to $[ ] (the "Stated Amount"), a number of shares of El Paso
Corporation common stock, par value $1.00 ("Common Stock"), equal to the
Settlement Rate, and (b) either beneficial ownership of a Note (as defined
below).

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

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


<PAGE>

                                    ARTICLE 1
                                   DEFINITIONS

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

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

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

         (c) the following terms which are defined in the UCC shall have the
meanings set forth therein: "Certificated Security," "Control," "Financial
Asset," "Entitlement Order," "Securities Account" and "Security Entitlement";

         (d) the following terms have the meanings assigned to them in the
Purchase Contract Agreement: "Act," "Applicable Ownership Interest", "Bankruptcy
Code," "Board Resolution," "Business Day," "Cash Settlement," "Certificate,"
"Early Settlement," "Early Settlement Date," "Failed Remarketing", "Holder,"
"Officers' Certificate," "Opinion of Counsel," "Outstanding Securities,"
"Purchase Contract," "Purchase Contract Settlement Date," "Purchase Price,"
"Redemption Amount", "Redemption Price", "Remarketing Agent," "Remarketing
Agreement," "Settlement Rate," "Stock Purchase Unit," "[Subordinated] Notes,"
"Tax Event", "Tax Event Redemption", "Tax Event Redemption Date", "Termination
Event," "Treasury Stock Purchase Unit," and "Underwriting Agreement"; and

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

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

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

         "Collateral Account" means the collective reference to:

                  (i) the securities account of [           ], as Collateral
         Agent, maintained by the Securities Intermediary and designated"
         [           ], as Collateral Agent of El Paso Corporation, as pledgee
         of [           ], as the Purchase Contract Agent on behalf of and as
         attorney-in-fact for the Holders";

                  (ii) all investment property and other financial assets from
         time to time credited to the Collateral Account, including, without
         limitation, (A) the [Subordinated] Notes and security entitlements
         relating thereto which are a component of the Stock Purchase Units from
         time to time, (B) the Applicable Ownership Interests (as specified in
         Clause (A) of the definition of such term) of the Holders with respect
         to the Treasury Portfolio which are a component of the Stock Purchase
         Units from time to time; (C) any




                                      -2-
<PAGE>


         Treasury Securities and security entitlements relating thereto
         delivered from time to time upon establishment of Treasury Stock
         Purchase Units in accordance with Section 5.02 hereof and (E) payments
         made by Holders pursuant to Section 5.05 hereof;

                  (iii) all Proceeds of any of the foregoing (whether such
         Proceeds arise before or after the commencement of any proceeding under
         any applicable bankruptcy, insolvency or other similar law, by or
         against the pledgor or with respect to the pledgor); and (iv) all
         powers and rights now owned or hereafter acquired under or with respect
         to the Collateral Account

         ((ii), (iii) and (iv), being collectively referred to as the
         "Collateral").

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

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

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

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

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

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

                  (4) repurchase agreements and reverse repurchase agreements
         relating to marketable direct obligations issued or unconditionally
         guaranteed by the United States




                                      -3-
<PAGE>

         Government or issued by any agency thereof and backed as to timely
         payment by the full faith and credit of the United States Government;

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

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

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

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

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

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

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

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

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

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

         "Transfer" means in the case of certificated securities in registered
form, delivery as provided in Section 8-301(a) of the UCC, indorsed to the
transferee or in blank by an effective endorsement; in the case of Treasury
Securities, registration of the transferee as the owner of such Treasury
Securities on Trades; and in the case of security entitlements, including,
without



                                      -4-
<PAGE>

limitation, security entitlements with respect to Treasury Securities, a
securities intermediary indicating by book entry that such security entitlement
has been credited to the transferee's securities account.

         "Treasury Securities" means zero-coupon U.S. treasury securities (Cusip
No. ___________) which mature on _________.

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

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

                                   ARTICLE 2
                                     PLEDGE

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

         SECTION 2.02. Control; Financing Statement.

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

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

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



                                      -5-
<PAGE>

                                   ARTICLE 3
                       DISTRIBUTIONS ON PLEDGED COLLATERAL

         SECTION 3.01. Income Distributions. All income distributions received
by the Securities Intermediary on account of the [Subordinated] Notes, the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio or Permitted Investments from time to time
held in the Collateral Account shall be distributed to the Purchase Contract
Agent (ABA No. [        ], GLA No. [        ], A/C No. [        ], Re: El Paso
Corporation) for the benefit of the applicable Holders as provided in the
Purchase Contracts or Purchase Contract Agreement.

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

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

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

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




                                      -6-

<PAGE>

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

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

                                   ARTICLE 4
                                    CONTROL

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

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

         (b) the Collateral Account is a securities account;

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

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

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

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



                                      -7-
<PAGE>


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

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

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

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

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

         SECTION 4.08. Tax Allocations. The Purchase Contract Agent shall report
all items of income, gain, expense and loss recognized in the Collateral
Account, to the extent such reporting is required by law, to the Internal
Revenue Service and all state and local taxing authorities under the names and
taxpayer identification numbers of the Holders which are the beneficial owners
thereof. Neither the Securities Intermediary nor the Collateral Agent shall have
any tax reporting duties hereunder.

         SECTION 4.09. No Other Agreements. The Securities Intermediary has not
entered into, and prior to the termination of the Pledge will not enter into,
any agreement with any other Person relating to the Collateral Account or any
financial assets credited thereto, including,




                                      -8-
<PAGE>

without limitation, any agreement to comply with entitlement orders of any
Person other than the Collateral Agent.

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

                                   ARTICLE 5
            INITIAL DEPOSIT; ESTABLISHMENT OF TREASURY STOCK PURCHASE
               UNITS AND REESTABLISHMENT OF STOCK PURCHASE UNITS

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

         SECTION 5.02. Establishment of Treasury Stock Purchase Units.

         (a) So long as no Tax Event Redemption shall have occurred, at any time
prior to or on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, a Holder of Stock Purchase Units shall have the right
to establish or reestablish Treasury Stock Purchase Units by substitution of
Treasury Securities or security entitlements with respect thereto for the
Pledged [Subordinated] Notes comprising a part of such Holder's Stock Purchase
Units in integral multiples of [20] Stock Purchase Units by:

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

                  (ii) delivering the related Stock Purchase Units to the
         Purchase Contract Agent.

         Upon receipt of such notice and confirmation that Treasury Securities
or security entitlements with respect thereto have been credited to the
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice,



                                      -9-
<PAGE>


substantially in the form of Exhibit B hereto, to release such Pledged
[Subordinated] Notes from the Pledge by Transfer to the Purchase Contract Agent
for distribution to such Holder, free and clear of any lien, pledge or security
interest created hereby.

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

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

         SECTION 5.03. Reestablishment of Stock Purchase Units.

         (a) So long as no Tax Event Redemption shall have occurred, at any time
on or prior to the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, a Holder of Treasury Stock Purchase Units shall have
the right to reestablish Stock Purchase Units by substitution of [Subordinated]
Notes or security entitlements with respect thereto for Pledged Treasury
Securities in integral multiples of 40 Treasury Stock Purchase Units by:

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

                  (ii) delivering the related Treasury Stock Purchase Units to
         the Purchase Contract Agent.

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

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



                                      -10-
<PAGE>

         SECTION 5.04. Termination Event.

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

                  (i) any Pledged [Subordinated] Notes or security entitlements
         with respect thereto or the Applicable Ownership Interest (as specified
         in clause (A) of the definition of such term) of the Treasury Portfolio
         (if a Tax Event Redemption has occurred and the Treasury Portfolio has
         become a component of the Stock Purchase Units);

                  (ii) any Pledged Treasury Securities, and

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

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

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

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




                                      -11-
<PAGE>

         Termination Event commence an action or proceeding in the court having
         jurisdiction of the Company's case under the Bankruptcy Code seeking an
         order requiring the Collateral Agent to effectuate the release and
         transfer of all Pledged [Subordinated] Notes, Applicable Ownership
         Interest (as specified in clause (A) of the definition of such term) of
         the Treasury Portfolio, the Pledged Treasury Securities, or the
         payments by Holders or the Permitted Investments of such payments
         pursuant to Section 5.05 hereof, or as the case may be, as provided by
         this Section 5.04; or

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

         SECTION 5.05. Cash Settlement.

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

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

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

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

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



                                      -12-
<PAGE>

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

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

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

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

         SECTION 5.06. Application of Proceeds in Settlement of Purchase
Contracts.

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




                                      -13-
<PAGE>

invest the Proceeds of the remarketing in Permitted Investments in clause (6) of
the definition of Permitted Investments. On the Purchase Contract Settlement
Date, the Purchase Contract Agent shall give written direction to the Collateral
Agent specifying the instruction the Collateral Agent shall give to the
Securities Intermediary in order to apply a portion of the Proceeds from such
remarketing equal to the aggregate principal amount of such Pledged
[Subordinated] Note to satisfy in full such Holder's obligations to pay the
Purchase Price to purchase the shares of Common Stock under the related Purchase
Contracts and the balance of the Proceeds from the remarketing, if any, that
shall be transferred to the Purchase Contract Agent for the benefit of such
Holder for distribution to such Holder.

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

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



                                      -14-
<PAGE>

         SECTION 5.07. Tax Event Redemption. If the Securities Intermediary
receives written notice that a Tax Event Redemption has occurred prior to the
Purchase Contract Settlement Date, the Securities Intermediary shall apply the
Redemption Amount to purchase the Treasury Portfolio and the Securities
Intermediary shall credit the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio to the
Collateral Account and shall transfer the Applicable Ownership Interest (as
specified in clause (B) of the definition of such term) of the Treasury
Portfolio to the Purchase Contract Agent for distribution to the Holders of the
Stock Purchase Units. Upon credit to the Collateral Account of the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio having a Value equal to the aggregate principal amount
of the Pledged [Subordinated] Notes, the Securities Intermediary shall release
the Pledged [Subordinated] Notes, as applicable, from the Collateral Account and
shall promptly transfer the Pledged [Subordinated] Notes to the Company, as
applicable.

                                   ARTICLE 6
                  VOTING RIGHTS - PLEDGED [SUBORDINATED] NOTES

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

                                   ARTICLE 7
                               RIGHTS AND REMEDIES

         SECTION 7.01. Rights and Remedies of the Collateral Agent.

         (a) In addition to the rights and remedies specified in Section 5.06
hereof or otherwise available at law or in equity, after an event of default (as
specified in Section 7.01(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such




                                      -15-
<PAGE>

additional rights and remedies to which a secured party is entitled under the
laws in effect in any jurisdiction where any rights and remedies hereunder may
be asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the Pledged
[Subordinated] Notes, Pledged Treasury Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
in full satisfaction of the Holders' obligations under the Purchase Contracts
and the Purchase Contract Agreement or (2) sale of the Pledged [Subordinated]
Notes, Pledged Treasury Securities or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) in one or
more public or private sales.

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

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

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

         SECTION 7.02. Tax Event Redemption. Upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the Redemption
Amount, plus any accumulated and unpaid distributions, or any accrued and unpaid
interest, as the case may be, payable on the Tax Event Redemption Date with
respect to the Applicable Principal Amount



                                      -16-
<PAGE>

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

         SECTION 7.03. Substitutions. Whenever a Holder has the right to
substitute Treasury Securities, [Subordinated] Notes or security entitlements
for any of them or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, for financial assets held in the Collateral
Account, such substitution shall not constitute a novation of the security
interest created hereby.

                                    ARTICLE 8
                    REPRESENTATIONS AND WARRANTIES; COVENANTS

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

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

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

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



                                      -17-
<PAGE>

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

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

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

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

                                   ARTICLE 9
              THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY

         It is hereby agreed as follows:

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

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

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



                                      -18-
<PAGE>

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

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

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

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

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

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

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



                                      -19-
<PAGE>

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

         SECTION 9.05. Non-Reliance on Collateral Agent and Securities
Intermediary. Neither the Securities Intermediary nor the Collateral Agent shall
be required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. Neither the Collateral
Agent nor the Securities Intermediary shall have any duty or responsibility to
provide the Company with any credit or other information concerning the affairs,
financial condition or business of the Purchase Contract Agent or any Holder of
Securities (or any of their respective affiliates) that may come into the
possession of the Collateral Agent or the Securities Intermediary or any of
their respective affiliates.

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

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

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

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



                                      -20-
<PAGE>

willful misconduct or bad faith with respect to the specific Loss against which
indemnification is sought.

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

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

         (b) the Collateral Agent or the Securities Intermediary shall have
received security or an indemnity satisfactory to it sufficient to save it
harmless from and against any and all loss, liability or reasonable
out-of-pocket expense which it may incur by reason of its acting. The Collateral
Agent and the Securities Intermediary may in addition elect to commence an
interpleader action or seek other judicial relief or orders as the Collateral
Agent or the Securities Intermediary may deem necessary. Notwithstanding
anything contained herein to the contrary, neither the Collateral Agent nor the
Securities Intermediary shall be required to take any action that is in its
opinion contrary to law or to the terms of this Agreement, or which would in its
opinion subject it or any of its officers, employees or directors to liability.

         SECTION 9.08. Resignation of Collateral Agent and Securities
Intermediary.

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

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

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

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

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Collateral Agent pursuant to clause (iii) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have the right
to appoint a successor Collateral Agent.



                                      -21-
<PAGE>

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

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

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

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

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

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Securities Intermediary pursuant to clause (iii) of the immediately
preceding sentence. Upon any such resignation or removal, the Company shall have
the right to appoint a successor Securities Intermediary. If no successor
Securities Intermediary shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Securities Intermediary's
giving of notice of resignation or the Company or the Purchase Contract Agent
giving notice of such removal, then the retiring Securities Intermediary may
petition any court of competent jurisdiction for the appointment of a successor
Securities Intermediary. The Securities Intermediary shall be a bank or a
national banking association which has an office (or an agency office) in New
York City with a combined capital and surplus of at least $50,000,000 and shall
not be the Purchase Contract Agent or any of its affiliates. Upon the acceptance
of any appointment as Securities Intermediary hereunder by a successor
Securities Intermediary, such successor Securities Intermediary shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Securities Intermediary, and the retiring




                                      -22-
<PAGE>

Securities Intermediary shall take all appropriate action to transfer any money
and property held by it hereunder (including the Collateral) to such successor
Securities Intermediary. The retiring Securities Intermediary shall, upon such
succession, be discharged from its duties and obligations as Securities
Intermediary hereunder. After any retiring Securities Intermediary's resignation
hereunder as Securities Intermediary, the provisions of this Article 9 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Securities Intermediary.

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


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

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

                                   ARTICLE 10
                                    AMENDMENT

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

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

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

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



                                      -23-
<PAGE>

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

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

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

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

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

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

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

         SECTION 10.03. Execution of Amendments. In executing any amendment
permitted by this Section, the Collateral Agent, the Securities Intermediary and
the Purchase Contract Agent shall be entitled to receive and (subject to Section
7.01 of the Purchase Contract Agreement with respect to the Purchase Contract
Agent) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this



                                      -24-
<PAGE>

Agreement and that all conditions precedent, if any, to the execution and
delivery of such amendment have been satisfied.

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

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

                                   ARTICLE 11
                                  MISCELLANEOUS

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

         SECTION 11.02. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company,
the Collateral Agent, the Securities Intermediary and the Holders from time to
time of the Securities, acting through the Purchase Contract Agent as their
attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
state court sitting in New York City for the purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company, the Collateral Agent, the Securities Intermediary and the
Holders from time to time of the Securities, acting through the Purchase
Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest
extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum.

         SECTION 11.03. Notices. All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents


                                      -25-
<PAGE>

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

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

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

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

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

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

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

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



                                      -26-
<PAGE>

         (d) all fees and expenses of any agent or advisor appointed by the
Collateral Agent and consented to by the Company under Sections 9.03 and 9.09 of
this Agreement; and

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

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

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

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

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

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

                       [SIGNATURES ON THE FOLLOWING PAGE]




                                      -27-
<PAGE>




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

EL PASO CORPORATION                        [                             ] as
                                           Purchase Contract Agent and
                                           as attorney-in-fact of the Holders
                                           from time to time of the Securities
By:                                        By:
    -------------------------------            ---------------------------------
    Name:                                      Name:
    Title:                                     Title:

Address for Notices:                       Address for Notices:
El Paso Corporation                                 [            ]
                                                    [            ]
                                                    [            ] Attention
Attention:
Telecopy:                                  Telecopy:
With a copy to:
[                     ]
[                     ]
[                     ]
Attention:
Telecopy:

[                     ]                    [         ] as Collateral Agent
as Securities Intermediary
By:                                        By:
    -------------------------------            ---------------------------------
    Name:                                      Name:
    Title:                                     Title:

Address for Notices:                       Address for Notices:

[                     ]                    [                   ]
[                     ]                    [                   ]
[                     ]                    [                   ]
Attention:                                 Attention:
Telecopy:                                  Telecopy:




                                      -28-
<PAGE>



                                                                       EXHIBIT A


                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                (ESTABLISHMENT OF TREASURY STOCK PURCHASE UNITS)

[           ]
[           ]
[           ]
[           ]
[           ]
Attention:
Telecopy:

         Re:      Stock Purchase Units of El Paso Corporation
                  (the "Company")

                  The securities account of [                 ],  as  Collateral
                  Agent, maintained by the Securities Intermediary and
                  designated "[            ], as Collateral Agent of El Paso
                  Corporation, as pledgee of [       ], as the Purchase Contract
                  Agent on behalf of and as attorney-in- fact for the Holders"
                  (the "Collateral Account")

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

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



                                      A-1
<PAGE>

         We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral Account, to release to the undersigned [an equal
Value of [Pledged [Subordinated] Notes]] in accordance with Section 5.02 of the
Pledge Agreement. We also hereby confirm that no Tax Event Redemption has
occurred.

                                          [                             ], Date:
                                          as Purchase Contract Agent and as
                                          attorney-in-fact of the Holders from
                                          time to time of the Securities

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:




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


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

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

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

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



                                      A-2
<PAGE>




                                                                       EXHIBIT B


                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                (ESTABLISHMENT OF TREASURY STOCK PURCHASE UNITS)


[                   ]
[                   ]
[                   ]
[                   ]
[                   ]
Attention:
Telecopy:

         Re:      Stock Purchase Units of El Paso Corporation
                  (the "Company")

                  The securities account of [                   ], as Collateral
                  Agent, maintained by the Securities Intermediary and
                  designated "[                ], as Collateral Agent of El Paso
                  Corporation, as pledgee of [                ], as the Purchase
                  Contract Agent on behalf of and as attorney-in-fact for the
                  Holders" (the "Collateral Account")

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

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

                                                 [                  ],
                                                 as Collateral Agent Dated:

                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:




                                      B-1
<PAGE>

Please print name and address of Holder:



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

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

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

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



                                      B-2
<PAGE>




                                                                       EXHIBIT C


                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                   (REESTABLISHMENT OF STOCK PURCHASE UNITS )


[                      ]
[                      ]
[                      ]
[                      ]
[                      ]
Attention:
Telecopy:

         Re: _____________________ Stock Purchase Units of El Paso Corporation
                (the "Company")

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

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

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

                                                    [                       ],
                                                    as Purchase Contract Agent

Dated:                                              By:
        -------------------------                       ------------------------
                                                        Name:
                                                        Title:


                                      C-1
<PAGE>



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


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

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

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

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


                                      C-2
<PAGE>
                                                                       EXHIBIT D


                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                    (REESTABLISHMENT OF STOCK PURCHASE UNITS)


[                  ]
[                  ]
[                  ]
[                  ]
[                  ]
Attention:
Telecopy:

         Re:    Stock Purchase Units of El Paso Corporation
                (the "Company")

                The securities account of [                             ], as
                Collateral Agent, maintained by the Securities Intermediary and
                designated "[                 ], as Collateral Agent of El Paso
                Corporation, as pledgee of [                   ], as the
                Purchase Contract Agent on behalf of and as attorney-in-fact for
                the Holders" (the "Collateral Account")

         Please refer to the Pledge Agreement dated as of _________________,
2002 (the "Pledge Agreement"), among the Company, you, as Securities
Intermediary, [           ], as Purchase Contract Agent and as attorney-in-fact
for the holders of Stock Purchase Units from time to time, and the undersigned,
as Collateral Agent. Capitalized terms used herein but no defined shall have the
meaning set forth in the Pledge Agreement.

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

                                                 [                   ],
                                                 as Collateral Agent

Dated:                                           By:
        -------------------------                    ---------------------------
                                                     Name:
                                                     Title:


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

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

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

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


                                      D-1
<PAGE>




                                                                       EXHIBIT E


                    NOTICE OF CASH SETTLEMENT FROM SECURITIES
                     INTERMEDIARY TO PURCHASE CONTRACT AGENT
                            (CASH SETTLEMENT AMOUNTS)


[                   ]
[                   ]
[                   ]
Attention:
Telecopy:

         Re:                         Stock Purchase Units of El Paso Corporation
             -----------------------
               (the "Company")

         Please refer to the Pledge Agreement dated as of _______________, 2002
(the "Pledge Agreement"), by and among you, the Company, [              ], as
Collateral Agent and the undersigned, as Securities Intermediary. Unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein.

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

                                                     [                      ],
                                                     as Collateral Agent

Dated:                                               By:
        -------------------------                        -----------------------
                                                         Name:
                                                         Title:


                                      E-1