<PAGE>
                                                                  EXHIBIT 4.17

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                               EL PASO CORPORATION



                                       AND



                           [                        ],
                           AS PURCHASE CONTRACT AGENT







                       FORM OF PURCHASE CONTRACT AGREEMENT





                        DATED AS OF ___________,________









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                                TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS
   SECTION 1.01          Definitions..............................................................................1
   SECTION 1.02          Compliance Certificates and Opinions....................................................11
   SECTION 1.03          Form of Documents Delivered to Purchase Contract Agent..................................11
   SECTION 1.04          Acts of Holders; Record Dates...........................................................12
   SECTION 1.05          Notices.................................................................................13
   SECTION 1.06          Notice to Holders; Waiver...............................................................14
   SECTION 1.07          Effect of Headings and Table of Contents................................................15
   SECTION 1.08          Successors and Assigns..................................................................15
   SECTION 1.09          Separability Clause.....................................................................15
   SECTION 1.10          Benefits of Agreement...................................................................15
   SECTION 1.11          Governing Law...........................................................................15
   SECTION 1.12          Legal Holidays..........................................................................15
   SECTION 1.13          Counterparts............................................................................15
   SECTION 1.14          Inspection of Agreement.................................................................15
   SECTION 1.15          Appointment of Financial Institution as Agent for the Company...........................15
ARTICLE 2 CERTIFICATE FORMS
   SECTION 2.01          Forms of Certificates Generally.........................................................16
   SECTION 2.02          Form of Purchase Contract Agent's Certificate of Authentication.........................17
ARTICLE 3 THE SECURITIES
   SECTION 3.01          Amount; Form and Denominations..........................................................17
   SECTION 3.02          Rights and Obligations Evidenced by the Certificates....................................17
   SECTION 3.03          Execution, Authentication, Delivery and Dating..........................................18
   SECTION 3.04          Temporary Certificates..................................................................19
   SECTION 3.05          Registration; Registration of Transfer and Exchange.....................................19
   SECTION 3.06          Book-Entry Interests....................................................................20
   SECTION 3.07          Notices to Holders......................................................................21
   SECTION 3.08          Appointment of Successor Depositary.....................................................21
   SECTION 3.09          Definitive Certificates.................................................................21
   SECTION 3.10          Mutilated, Destroyed, Lost and Stolen Certificates......................................22
   SECTION 3.11          Persons Deemed Owners...................................................................23
   SECTION 3.12          Cancellation............................................................................23
   SECTION 3.13          Creation of Treasury Stock Purchase Units by Substitution of Treasury Securities........24
   SECTION 3.14          Reestablishment of Stock Purchase Units.................................................25
   SECTION 3.15          Transfer of Collateral upon Occurrence of Termination Event.............................26
   SECTION 3.16          No Consent to Assumption................................................................27
ARTICLE 4 THE [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP INTEREST OF THE TREASURY PORTFOLIO
   SECTION 4.01          Interest Payments; Rights to Interest Payments Preserved................................27
   SECTION 4.02          Notice and Voting.......................................................................28
   SECTION 4.03          Tax Event Redemption....................................................................29
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                                       i
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<Table>
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ARTICLE 5 THE PURCHASE CONTRACTS
   SECTION 5.01          Purchase of Shares of Common Stock......................................................30
   SECTION 5.02          Payment of Purchase Price...............................................................32
   SECTION 5.03          Issuance of Shares of Common Stock......................................................36
   SECTION 5.04          Adjustment of Settlement Rate...........................................................37
   SECTION 5.05          Notice of Adjustments and Certain Other Events..........................................43
   SECTION 5.06          Termination Event; Notice...............................................................44
   SECTION 5.07          Intentionally Omitted...................................................................44
   SECTION 5.08          Intentionally Omitted...................................................................44
   SECTION 5.09          No Fractional Shares....................................................................45
   SECTION 5.10          Charges and Taxes.......................................................................45
   SECTION 5.11          Purchase Contract Payments..............................................................45
   SECTION 5.12          Deferral of Purchase Contract Payments..................................................46
ARTICLE 6 REMEDIES
   SECTION 6.01          Unconditional Right of Holders to Receive Purchase Contract Payments and to Purchase
                         Shares of Common Stock..................................................................47
   SECTION 6.02          Restoration of Rights and Remedies......................................................47
   SECTION 6.03          Rights and Remedies Cumulative..........................................................47
   SECTION 6.04          Delay or Omission Not Waiver............................................................48
   SECTION 6.05          Undertaking for Costs...................................................................48
   SECTION 6.06          Waiver of Stay or Extension Laws........................................................48
ARTICLE 7 THE PURCHASE CONTRACT AGENT
   SECTION 7.01          Certain Duties and Responsibilities.....................................................48
   SECTION 7.02          Notice of Default.......................................................................49
   SECTION 7.03          Certain Rights of Purchase Contract Agent...............................................49
   SECTION 7.04          Not Responsible for Recitals or Issuance of Securities..................................51
   SECTION 7.05          May Hold Securities.....................................................................51
   SECTION 7.06          Money Held in Custody...................................................................51
   SECTION 7.07          Compensation and Reimbursement..........................................................51
   SECTION 7.08          Corporate Purchase Contract Agent Required; Eligibility.................................52
   SECTION 7.09          Resignation and Removal; Appointment of Successor.......................................52
   SECTION 7.10          Acceptance of Appointment by Successor..................................................54
   SECTION 7.11          Merger, Conversion, Consolidation or Succession to Business.............................54
   SECTION 7.12          Preservation of Information; Communications to Holders..................................54
   SECTION 7.13          No Obligations of Purchase Contract Agent...............................................55
   SECTION 7.14          Tax Compliance..........................................................................55
ARTICLE 8 SUPPLEMENTAL AGREEMENTS
   SECTION 8.01          Supplemental Agreements Without Consent of Holders......................................56
   SECTION 8.02          Supplemental Agreements with Consent of Holders.........................................56
   SECTION 8.03          Execution of Supplemental Agreements....................................................57
   SECTION 8.04          Effect of Supplemental Agreements.......................................................57
   SECTION 8.05          Reference to Supplemental Agreements....................................................57
ARTICLE 9 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
   SECTION 9.01          Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under
                         Certain Conditions......................................................................58
   SECTION 9.02          Rights and Duties of Successor Corporation..............................................58
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                                       ii
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<Table>
<S>                                                                                                            <C>

   SECTION 9.03          Officers' Certificate and Opinion of Counsel Given to Purchase Contract Agent...........59
ARTICLE 10 COVENANTS
   SECTION 10.01         Performance under Purchase Contracts....................................................59
   SECTION 10.02         Maintenance of Office or Agency.........................................................59
   SECTION 10.03         Company to Reserve Common Stock.........................................................59
   SECTION 10.04         Covenants as to Common Stock............................................................60
   SECTION 10.05         Statements of Officers of the Company as to Default.....................................60
   SECTION 10.06         ERISA...................................................................................60

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                                       iii
<PAGE>



                  PURCHASE CONTRACT AGREEMENT, dated as of __________,______,
between EL PASO CORPORATION, a Delaware corporation (the "Company"), and
[                 ], a __________ banking corporation, acting as purchase
contract agent for the Holders of Securities (as defined herein) from time to
time (the "Purchase Contract Agent").

                                    RECITALS

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

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

                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

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

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

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

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

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

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

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



<PAGE>

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

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

                  "Applicable Ownership Interest" shall mean, with respect to a
Stock Purchase Unit that includes the Treasury Portfolio, (A) a 5% undivided
beneficial ownership interest in a $1,000 face amount of a principal or interest
strip in a U.S. treasury security included in such Treasury Portfolio that
matures on or prior to ______, 200_ and (B) for each scheduled interest payment
date on the Senior Deferrable Notes after the Tax Event Redemption Date, a
 .0863%, undivided beneficial ownership interest in a $1,000 face amount of a
principal or interest strip in a U.S. treasury security included in such
Treasury Portfolio that matures on or prior to such date.

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

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

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

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

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

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

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

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



                                       2
<PAGE>


                  "Certificate" means a Stock Purchase Units Certificate or a
Treasury Stock Purchase Units Certificate.

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

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

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

                  "Collateral" has the meaning set forth in Section 1.01(f) of
the Pledge Agreement.

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

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

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

                 "Common Stock" means The Williams Companies, Inc., common
stock, par value $1.00.

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

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

                  "Corporate Trust Office" means the principal corporate trust
office of the Purchase Contract Agent at which, at any particular time, its
corporate trust business shall be administered, which office at the date hereof
is located at _________________________, Attention: Corporate Trust Department.

                  "Coupon Rate" means the percentage rate per annum at which
each [SUBORDINATED] Note will bear interest initially and, on and after
_______________, the Reset Rate.

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

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



                                       3
<PAGE>

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

                  "DTC" means The Depository Trust Company.

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

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

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

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

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

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

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

                  "Holder" means, with respect to a Security, the Person in
whose name the Security evidenced by a Certificate is registered in the Security
Register; provided, however, that in determining whether the Holders of the
requisite number of Securities have voted on any matter, then for the purpose of
such determination only (and not for any other purpose hereunder), if the
Security remains in the form of one or more Global Certificates and if the
Depositary which is the registered holder of such Global Certificate has sent an
omnibus proxy assigning voting rights to the Depositary Participants to whose
accounts the Securities are credited on the record date, the term "HOLDER" shall
mean such Depositary Participant acting at the direction of the Beneficial
Owners.

                  "Indenture" means the Indenture, dated as of _______ __, ____,
between the Company and the Indenture Trustee (including any provisions of the
TIA that are deemed incorporated therein), as amended and supplemented as of the
date hereof, pursuant to which the [SUBORDINATED] Notes will be issued.

                  "Indenture Trustee" means Bank One Trust Company, N.A., as
trustee under the Indenture, or any successor thereto.

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

                  "Non-Electing Share" has the meaning set forth in Section
5.04(b)(1).



                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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

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



                                       5
<PAGE>

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

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

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

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

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

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

                  "Pledge Agreement" means the Pledge Agreement, dated as of
__________, 2002, among the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, on its own behalf and as
attorney-in-fact for the Holders from time to time of the Securities.

                  "Pledged [SUBORDINATED] Notes" has the meaning set forth in
Section 1.01(f) of the Pledge Agreement.

                  "Predecessor Certificate" means a Predecessor Stock Purchase
Units Certificate or a Predecessor Treasury Stock Purchase Units Certificate.

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



                                       6
<PAGE>

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

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

                   "Primary Treasury Dealer" shall mean a primary U.S.
government securities dealer in New York City.

                  "Proceeds" has the meaning set forth in Section 1.01(f) of the
Pledge Agreement.

                  "Pro Rata" shall mean pro rata to each Holder according to the
aggregate principal amount of the Securities held by such Holder in relation to
the aggregate principal amount of all Securities outstanding.

                  "Prospectus" means the prospectus relating to the delivery of
shares of Common Stock in connection with an Early Settlement under Section 5.07
[THERE IS NO SECTION 5.07 OR A DEFINITION OF EARLY SETTLEMENT] or an early
settlement of Purchase Contracts during the Early Settlement Week under Section
5.04(b)(2), in the form in which first filed, or transmitted for filing, with
the Commission after the effective date of the Registration Statement pursuant
to Rule 424(b) under the Securities Act, including the documents incorporated by
reference therein as of the date of such Prospectus.

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

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

                  "Purchase Contract Payments" means the payments payable by the
Company on the Payment Dates in respect of each Purchase Contract, at a rate per
year of____% of the Stated Amount per Purchase Contract.

                  "Purchase Contract Settlement Date" means _____________.

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



                                       7
<PAGE>

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

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

                  "Record Date" for any distribution and Purchase Contract
Payment payable on any Payment Date means, as to any Global Certificate, the
Business Day next preceding such Payment Date, and as to any other Certificate,
the fifteenth Business Day prior to such Payment Date.

                  "Redemption Amount" shall mean, for each Note, the product of
the principal amount of such Note and a fraction, the numerator of which shall
be the Treasury Portfolio Purchase Price and the denominator of which shall be
the principal amount of such Note.

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

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

                  "Registration Statement" means a registration statement under
the Securities Act prepared by the Company covering, inter alia, the delivery by
the Company of the shares of Common Stock in connection with an early settlement
of Purchase Contracts during the Early Settlement Week under Section 5.04(b)(2),
including all exhibits thereto and the documents incorporated by reference in
the prospectus contained in such registration statement, and any post-effective
amendments thereto.

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

                  "Remarketing Agreement" means the Remarketing Agreement, dated
as of ________________, 2002, between the Company and the Remarketing Agent.

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

                  "Reset Rate" means the interest rate per year determined by
the Remarketing Agent as necessary for a successful completion of the
Remarketing.

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

                  "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

                  "Securities Intermediary" means [        ], as Securities
Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such pursuant to the applicable provisions of the
Pledge Agreement, and thereafter "Securities Intermediary" shall mean such
successor.



                                       8
<PAGE>

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

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

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

                  "Stated Amount" means $[          ].

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

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

                  "[SUBORDINATED] Notes" means the series of [SUBORDINATED]
Notes issued by the Company under the Indenture and held by the Property
Trustee.

                  "Tax Event" shall mean the receipt by the Company of an
opinion of independent counsel, rendered by a law firm having a recognized
national tax practice, to the effect that, as a result of any amendment to, or
change, including any announced prospective change in, the laws or any
regulations of the United States or any political subdivision or taxing
authority or which affects taxation, any amendment to or change in an
interpretation or application of these laws or regulations by any legislative
body, court, governmental agency or regulatory authority or any interpretation
or pronouncement that provides for a position with respect to these laws or
regulations that differs from the generally accepted position on the Closing
Date, which amendment or change is effective or which interpretation or
pronouncement is announced on or after the Closing Date, there is more than an
insubstantial increase in the risk that interest payable by the Company on the
Notes is not, or within 90 days of the date of such opinion will not be,
deductible by the Company, in whole or in part, for United States federal income
tax purposes.

                  "Tax Event Redemption" shall mean that a Tax Event has
occurred and is continuing and the Notes have been called for redemption
pursuant to the Indenture.

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

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

                            (i) at any time on or prior to the Purchase Contract
         Settlement Date, a judgment, decree or court order shall have been
         entered granting relief under the Bankruptcy Code, adjudicating the
         Company to be insolvent, or approving as properly



                                       9
<PAGE>

         filed a petition seeking reorganization or liquidation of the Company
         or any other similar applicable Federal or State law, and, unless such
         judgment, decree or order shall have been entered within 60 days prior
         to the Purchase Contract Settlement Date, such decree or order shall
         have continued undischarged and unstayed for a period of 60 days;

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

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

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

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

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

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

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

                  "Treasury Securities" means zero-coupon U.S. Treasury
Securities (CUSIP No. ______________) which mature on _________________.

                  "Underwriting Agreement" means the Underwriting Agreement,
dated as of ________________, between the Company and the Underwriters
identified in Schedule A thereto.

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



                                       10
<PAGE>

                  SECTION 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Except as
otherwise expressly provided by this Agreement, upon any application or request
by the Company to the Purchase Contract Agent to take any action in accordance
with any provision of this Agreement, the Company shall furnish to the Purchase
Contract Agent an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Agreement relating to the proposed action have been
complied with and, if requested by the Purchase Contract Agent, an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

                  SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO PURCHASE CONTRACT
AGENT. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.



                                       11
<PAGE>

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

                  SECTION 1.04 ACTS OF HOLDERS; RECORD DATES.

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

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

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

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

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



                                       12
<PAGE>

expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Purchase Contract Agent in
writing and to each Holder of Securities in the manner set forth in Section
1.06.

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

                  SECTION 1.05 NOTICES. Any notice or communication is duly
given if in writing and delivered in Person or mailed by first-class mail
(registered or certified, return receipt requested), telecopier (with receipt
confirmed) or overnight air courier guaranteeing next day delivery, to the
others' address; provided that notice shall be deemed given to the Purchase
Contract Agent only upon receipt thereof:

                  If to the Purchase Contract Agent:

                           [                                         ]
                           [                                         ]
                           [                                         ]
                           Telecopier No.:
                           Attention:

                  If to the Company:

                           El Paso Corporation
                           El Paso Building
                           1001 Louisiana Street
                           Houston, Texas  77002
                           Telecopier No.:
                           Attention:  Corporate Secretary

                  with a copy to:

                           [                                         ]
                           [                                         ]



                                       13
<PAGE>

                  If to the Collateral Agent:

                           [                                         ]
                           [                                         ]
                           [                                         ]
                           [                                         ]
                           [                                         ]
                           Telecopier No.:
                           Attention:

                  If to the Property Trustee:

                           [                                         ]
                           [                                         ]
                           [                                         ]
                           Telecopier No.:
                           Attention:

                  If to the Indenture Trustee:

                           [                                         ]
                           [                                         ]
                           [                                         ]
                           [                                         ]
                           [                                         ]
                           Telecopier No.:
                           Attention:

                  SECTION 1.06 NOTICE TO HOLDERS; WAIVER. Where this Agreement
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at its
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Agreement provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Purchase
Contract Agent, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

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

                  SECTION 1.07 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.



                                       14
<PAGE>

                  SECTION 1.08 SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Agreement by the Company and the Purchase Contract Agent
shall bind their respective successors and assigns, whether so expressed or not.

                  SECTION 1.09 SEPARABILITY CLAUSE. In case any provision in
this Agreement or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions hereof and
thereof shall not in any way be affected or impaired thereby.

                  SECTION 1.10 BENEFITS OF AGREEMENT. Nothing contained in this
Agreement or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and, to the extent
provided hereby, the Holders, any benefits or any legal or equitable right,
remedy or claim under this Agreement. The Holders from time to time shall be
beneficiaries of this Agreement and shall be bound by all of the terms and
conditions hereof and of the Securities evidenced by their Certificates by their
acceptance of delivery of such Certificates.

                  SECTION 1.11 GOVERNING LAW. This Agreement and the Securities
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 1.12 LEGAL HOLIDAYS. In any case where any Payment
Date shall not be a Business Day (notwithstanding any other provision of this
Agreement or the Securities), Purchase Contract Payments or other distributions
shall not be paid on such date, but Purchase Contract Payments or such other
distributions shall be paid on the next succeeding Business Day with the same
force and effect as if made on such Payment Date, provided that no interest
shall accrue or be payable by the Company or to any Holder for the period from
and after any such Payment Date, except that, if such next succeeding Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day with the same force and effect as if made on
such Payment Date.

                  In any case where any Purchase Contract Settlement Date or
Early Settlement Date shall not be a Business Day (notwithstanding any other
provision of this Agreement or the Securities) Purchase Contracts shall not be
performed and Early Settlement shall not be effected on such date, but Purchase
Contracts shall be performed or Early Settlement effected, as applicable, on the
next succeeding Business Day with the same force and effect as if made on such
Purchase Contract Settlement Date or Early Settlement Date, as applicable.

                  SECTION 1.13 COUNTERPARTS. This Agreement may be executed in
any number of counterparts by the parties hereto on separate counterparts, each
of which, when so executed and delivered, shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.

                  SECTION 1.14 INSPECTION OF AGREEMENT. A copy of this Agreement
shall be available at all reasonable times during normal business hours at the
Corporate Trust Office for inspection by any Holder or Beneficial Owner.

                  SECTION 1.15 APPOINTMENT OF FINANCIAL INSTITUTION AS AGENT FOR
THE COMPANY. The Company may appoint a financial institution (which may be the
Collateral



                                       15
<PAGE>

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

                                   ARTICLE 2
                                CERTIFICATE FORMS

                  SECTION 2.01 FORMS OF CERTIFICATES GENERALLY. The Certificates
(including the form of Purchase Contract forming part of each Security evidenced
thereby) shall be in substantially the form set forth in Exhibit A hereto (in
the case of Certificates evidencing Stock Purchase Units) or Exhibit B hereto
(in the case of Certificates evidencing Treasury Stock Purchase Units), with
such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Securities are
listed or any depositary therefor, or as may, consistently herewith, be
determined by the officers of the Company executing such Certificates, as
evidenced by their execution of the Certificates.

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

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

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

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER,
                  EXCHANGE OR PAYMENT, AND ANY



                                       16
<PAGE>

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

                  SECTION 2.02 FORM OF PURCHASE CONTRACT AGENT'S CERTIFICATE OF
AUTHENTICATION. The form of the Purchase Contract Agent's certificate of
authentication of the Securities shall be in substantially the form set forth on
the form of the applicable Certificates.

                                   ARTICLE 3
                                 THE SECURITIES

                  SECTION 3.01 AMOUNT; FORM AND DENOMINATIONS. The aggregate
number of Securities evidenced by Certificates authenticated, executed on behalf
of the Holders and delivered hereunder is limited to ______________
[(_____________ IF THE OVER-ALLOTMENT OPTION GRANTED IN THE UNDERWRITING
AGREEMENT IS EXERCISED IN FULL)], except for Certificates authenticated,
executed and delivered upon registration of transfer of, in exchange for, or in
lieu of, other Certificates pursuant to Sections 3.04, 3.05, 3.10, 3.13, 3.14,
or 8.05.

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

                  SECTION 3.02 RIGHTS AND OBLIGATIONS EVIDENCED BY THE
CERTIFICATES. Each Stock Purchase Units Certificate shall evidence the number of
Stock Purchase Units specified therein, with each such Stock Purchase Unit
representing (1) the ownership by the Holder thereof of a beneficial interest in
a [SUBORDINATED] Note or the Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, subject to the Pledge of such [SUBORDINATED] Note
or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, by such
Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of
the Holder thereof and the Company under one Purchase Contract. The Purchase
Contract Agent, as attorney-in-fact for, and on behalf of, the Holder of each
Stock Purchase Unit shall pledge, pursuant to the Pledge Agreement, the
[SUBORDINATED] Note or the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, as the case may
be, forming a part of such Stock Purchase Unit, to the Collateral Agent and
grant to the Collateral Agent a security interest in the right, title and
interest of such Holder in such [SUBORDINATED] Note or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, for the benefit of the Company, to
secure the obligation of the Holder under each Purchase Contract to purchase
shares of Common Stock.



                                       17
<PAGE>

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

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

                  SECTION 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution
and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Certificates executed by the Company to the
Purchase Contract Agent for authentication, execution on behalf of the Holders
and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

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

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

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

                  Each Certificate shall be dated the date of its
authentication.

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



                                       18
<PAGE>

                  SECTION 3.04 TEMPORARY CERTIFICATES. Pending the preparation
of definitive Certificates, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate,
execute on behalf of the Holders, and deliver, in lieu of such definitive
Certificates, temporary Certificates which are in substantially the form set
forth in Exhibit A or Exhibit B hereto, as the case may be, with such letters,
numbers or other marks of identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as may be required by the
rules of any securities exchange on which the Stock Purchase Units or Treasury
Stock Purchase Units, as the case may be, are listed, or as may, consistently
herewith, be determined by the officers of the Company executing such
Certificates, as evidenced by their execution of the Certificates.

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

                  SECTION 3.05 REGISTRATION; REGISTRATION OF TRANSFER AND
EXCHANGE. The Purchase Contract Agent shall keep at the Corporate Trust Office a
register (the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Purchase Contract Agent shall provide for
the registration of Certificates and of transfers of Certificates (the Purchase
Contract Agent, in such capacity, the "Security Registrar"). The Security
Registrar shall record separately the registration and transfer of the
Certificates evidencing Stock Purchase Units and Treasury Stock Purchase Units.

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

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



                                       19
<PAGE>

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

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

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

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

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

                            (ii) if a Cash Settlement or an Early Settlement
         Date with respect to such other Certificate shall have occurred, or if
         a Termination Event shall have occurred prior to the Purchase Contract
         Settlement Date, transfer the [SUBORDINATED] Notes, the Treasury
         Securities, or the appropriate Applicable Ownership Interest of the
         Treasury Portfolio, as the case may be, evidenced thereby, in each case
         subject to the applicable conditions and in accordance with the
         applicable provisions of Section 3.15 and Article Five hereof.

                  SECTION 3.06 BOOK-ENTRY INTERESTS. The Certificates, on
original issuance, will be issued in the form of one or more fully registered
Global Certificates, to be delivered to the Depositary or its custodian by, or
on behalf of, the Company. The Company hereby designates DTC as the initial
Depositary. Such Global Certificates shall initially be registered on the books
and records of the Company in the name of Cede & Co., the nominee of the
Depositary, and no Beneficial Owner will receive a definitive Certificate
representing such



                                       20
<PAGE>

Beneficial Owner's interest in such Global Certificate, except as provided in
Section 3.09. The Purchase Contract Agent shall enter into an agreement with the
Depositary if so requested by the Company. Unless and until definitive, fully
registered Certificates have been issued to Beneficial Owners pursuant to
Section 3.09:

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

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

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

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

                  SECTION 3.07 NOTICES TO HOLDERS. Whenever a notice or other
communication to the Holders is required to be given under this Agreement, the
Company or the Company's agent shall give such notices and communications to the
Holders and, with respect to any Securities registered in the name of the
Depositary or the nominee of the Depositary, the Company or the Company's agent
shall, except as set forth herein, have no obligations to the Beneficial Owners.

                  SECTION 3.08 APPOINTMENT OF SUCCESSOR DEPOSITARY. If the
Depositary elects to discontinue its services as securities depositary with
respect to the Securities, the Company may, in its sole discretion, appoint a
successor Depositary with respect to the Securities.

                  SECTION 3.09 DEFINITIVE CERTIFICATES.

                  If:

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

                            (ii) the Company elects, after consultation with the
         Purchase Contract Agent, to terminate the book-entry system for the
         Securities, then (x) definitive Certificates shall be prepared by the
         Company with respect to such Securities and delivered to the Purchase
         Contract Agent and (y) upon surrender of the Global Certificates
         representing the Securities by the Depositary, accompanied by
         registration instructions, the Company shall cause definitive
         Certificates to be delivered to Beneficial Owners in accordance with
         the instructions of the Depositary. The Company shall not be liable for
         any delay in delivery of such instructions and may conclusively rely on
         and



                                       21
<PAGE>

         shall be protected in relying on, such instructions. Each definitive
         Certificate so delivered shall evidence Securities of the same kind and
         tenor as the Global Certificate so surrendered in respect thereof.

                  SECTION 3.10 MUTILATED, DESTROYED, LOST AND STOLEN
CERTIFICATES. If any mutilated Certificate is surrendered to the Purchase
Contract Agent, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, a new Certificate, evidencing the
same number of Stock Purchase Units or Treasury Stock Purchase Units, as the
case may be, and bearing a Certificate number not contemporaneously outstanding.

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

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

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

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

                  Upon the issuance of any new Certificate under this Section,
the Company and the Purchase Contract Agent may require the payment by the
Holder of a sum sufficient to cover any



                                       22
<PAGE>

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

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

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

                  SECTION 3.11 PERSONS DEEMED OWNERS. Prior to due presentment
of a Certificate for registration of transfer, the Company and the Purchase
Contract Agent, and any agent of the Company or the Purchase Contract Agent, may
treat the Person in whose name such Certificate is registered as the owner of
the Security evidenced thereby, for the purpose of receiving distributions on
the Treasury Securities, the [SUBORDINATED] Notes, or on the maturing quarterly
interest strips of the Treasury Portfolio, as applicable, receiving Purchase
Contract Payments, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any distributions on the Treasury
Securities, the [SUBORDINATED] Notes, or Treasury Portfolio, as applicable, or
Purchase Contract Payments payable on the Purchase Contracts, each constituting
a part of the Security evidenced thereby shall be overdue and notwithstanding
any notice to the contrary, and neither the Company nor the Purchase Contract
Agent, nor any agent of the Company or the Purchase Contract Agent, shall be
affected by notice to the contrary.

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

                  SECTION 3.12 CANCELLATION. All Certificates surrendered for
delivery of shares of Common Stock on or after the Purchase Contract Settlement
Date, upon the transfer of [SUBORDINATED] Notes, the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of that term)
of the Treasury Portfolio or Treasury Securities, as the case may be, after the
occurrence of a Termination Event or pursuant to an Early Settlement, or upon
the registration of transfer or exchange of a Security, or a Collateral
Substitution or the reestablishment of Stock Purchase Units shall, if
surrendered to any Person other than the Purchase Contract Agent, be delivered
to the Purchase Contract Agent and, if not already cancelled, shall be promptly
cancelled by it. The Company may at any time deliver to the Purchase Contract
Agent for cancellation any Certificates previously authenticated, executed and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Certificates so delivered shall, upon Issuer Order, be
promptly cancelled by the Purchase



                                       23
<PAGE>

Contract Agent. No Certificates shall be authenticated, executed on behalf of
the Holder and delivered in lieu of or in exchange for any Certificates
cancelled as provided in this Section, except as expressly permitted by this
Agreement. All cancelled Certificates held by the Purchase Contract Agent shall
be disposed of in accordance with its customary practices.

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

                  SECTION 3.13 CREATION OF TREASURY STOCK PURCHASE UNITS BY
SUBSTITUTION OF TREASURY SECURITIES. Subject to the conditions set forth in this
Agreement, a Holder may separate the [SUBORDINATED] Notes, as applicable, from
the related Purchase Contracts in respect of such Holder's Stock Purchase Units
by substituting for such [SUBORDINATED] Notes, as applicable, Treasury
Securities in an aggregate principal amount equal to the aggregate principal
amount of such [SUBORDINATED] Notes, as applicable (a "Collateral
Substitution"), at any time from and after the date of this Agreement and prior
to or on the seventh Business Day immediately preceding the Purchase Contract
Settlement Date. To effect such substitution, the Holder must:

                  (1)      deposit with the Securities Intermediary Treasury
                           Securities having an aggregate principal amount equal
                           to the aggregate principal amount of the
                           [SUBORDINATED] Notes comprising part of such Stock
                           Purchase Units, as the case may be; and

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

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

                            (i) cancel the related Stock Purchase Units;

                            (ii) transfer the [SUBORDINATED] Notes, as the case
         may be, to the Holder; and



                                       24
<PAGE>

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

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

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

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

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

                  SECTION 3.14 REESTABLISHMENT OF STOCK PURCHASE UNITS. Subject
to the conditions set forth in this Agreement, a Holder of Treasury Stock
Purchase Units may reestablish Stock Purchase Units at any time (i) prior to or
on the seventh Business Day immediately preceding the Purchase Contract
Settlement Date, by:

                  (1)      depositing with the Securities Intermediary
                           [SUBORDINATED] Notes, as the case may be, having an
                           aggregate principal amount equal to the aggregate
                           principal amount at maturity of the Treasury
                           Securities comprising part of the Treasury Stock
                           Purchase Units; and

                  (2)      transferring the related Treasury Stock Purchase
                           Units to the Purchase Contract Agent accompanied by a
                           notice to the Purchase Contract Agent, substantially
                           in the form of Exhibit C hereto, (i) stating that the
                           Holder has transferred the relevant amount of
                           [SUBORDINATED] Notes, as the case may



                                       25
<PAGE>

                           be, to the Securities Intermediary and (ii)
                           requesting that the Purchase Contract Agent instruct
                           the Collateral Agent to release the Treasury
                           Securities underlying such Treasury Stock Purchase
                           Units, whereupon the Purchase Contract Agent shall
                           promptly provide an instruction to such effect to the
                           Collateral Agent, substantially in the form of
                           Exhibit C to the Pledge Agreement.

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

                            (i) cancel the related Treasury Stock Purchase
         Units;

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

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

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

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

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

                  SECTION 3.15 TRANSFER OF COLLATERAL UPON OCCURRENCE OF
TERMINATION EVENT. Upon the occurrence of a Termination Event and the transfer
to the Purchase Contract Agent of the [SUBORDINATED] Notes, the appropriate
Applicable Ownership Interest of the Treasury Portfolio or the Treasury
Securities, as the case may be, underlying the Stock Purchase Units and the
Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the
Pledge Agreement, the Purchase Contract Agent shall request transfer
instructions with respect to such [SUBORDINATED] Notes, the appropriate
Applicable Ownership Interest of the Treasury



                                       26
<PAGE>

Portfolio or Treasury Securities, as the case may be, from each Holder by
written request, substantially in the form of Exhibit D hereto, mailed to such
Holder at its address as it appears in the Security Register.

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

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

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

                  SECTION 3.16 NO CONSENT TO ASSUMPTION. Each Holder of a
Security, by acceptance thereof, shall be deemed expressly to have withheld any
consent to the assumption under Section 365 of the Bankruptcy Code or otherwise,
of the Purchase Contract by the Company or its trustee, receiver, liquidator or
a person or entity performing similar functions in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or Federal law providing for reorganization or liquidation.

                                   ARTICLE 4

   THE [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP INTEREST OF THE TREASURY
                                   PORTFOLIO

                  SECTION 4.01 INTEREST PAYMENTS; RIGHTS TO INTEREST PAYMENTS
PRESERVED. Any distribution on any [SUBORDINATED] Note or on the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
which is paid on any Payment Date shall, subject to receipt thereof by the
Purchase Contract Agent from the Collateral Agent as provided by the terms of
the Pledge Agreement, be paid to the Person in whose name the Stock Purchase
Units Certificate (or one or more Predecessor Stock Purchase Units Certificates)
of which such [SUBORDINATED] Note or the appropriate Applicable Ownership
Interest of the



                                       27
<PAGE>

Treasury Portfolio, as the case may be, is registered at the
close of business on the Record Date for such Payment Date. Any such
distribution shall be subject to deferral at the option of the Company in
accordance with the Indenture and the Declaration.

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

                  In the case of any Stock Purchase Units with respect to which
Cash Settlement of the underlying Purchase Contract is properly effected
pursuant to Section 5.02 hereof, or with respect to which Early Settlement of
the underlying Purchase Contract is properly effected pursuant to Section 5.04
hereof, or with respect to which a Collateral Substitution is effected, in each
case on a date that is after any Record Date and prior to or on the next
succeeding Payment Date, distributions on the [SUBORDINATED] Notes or on the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, underlying such Stock Purchase Unit otherwise payable on such Payment
Date shall be payable on such Payment Date notwithstanding such Cash Settlement
or Early Settlement or Collateral Substitution, and such distributions shall,
subject to receipt thereof by the Purchase Contract Agent, be payable to the
Person in whose name the Stock Purchase Units Certificate (or one or more
Predecessor Stock Purchase Units Certificates) was registered at the close of
business on the Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Stock Purchase Unit with
respect to which Cash Settlement or Early Settlement of the underlying Purchase
Contract is properly effected, or with respect to which a Collateral
Substitution has been effected, distributions on the related [SUBORDINATED]
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, that would otherwise be payable after the
Purchase Contract Settlement Date, Early Settlement Date or the date of the
Collateral Substitution, as the case may be, shall not be payable hereunder to
the Holder of such Stock Purchase Units; provided, however, that to the extent
that such Holder continues to hold separated or [SUBORDINATED] Notes that
formerly comprised a part of such Holder's Stock Purchase Unit, such Holder
shall be entitled to receive distributions on such separated [SUBORDINATED]
Notes.

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

                  SECTION 4.02 NOTICE AND VOTING. Under the terms of the Pledge
Agreement, the Purchase Contract Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged [SUBORDINATED] Notes,
but only to the extent instructed in writing by the Holders as described below.
Upon receipt of notice of any meeting at which holders of [SUBORDINATED] Notes
are entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of [SUBORDINATED] Notes, the Purchase Contract Agent shall, as



                                       28
<PAGE>

soon as practicable thereafter, mail, first class, postage pre- paid, to the
Holders of Stock Purchase Units a notice:

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

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

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

Upon the written request of the Holders of Stock Purchase Units on such record
date received by the Purchase Contract Agent at least six days prior to such
meeting, the Purchase Contract Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of [SUBORDINATED] Notes, as the case may be, as to
which any particular voting instructions are received. In the absence of
specific instructions from the Holder of a Stock Purchase Unit, the Purchase
Contract Agent shall abstain from voting the [SUBORDINATED] Notes underlying
such Stock Purchase Unit. The Company hereby agrees, if applicable, to solicit
Holders of Stock Purchase Units to timely instruct the Purchase Contract Agent
in order to enable the Purchase Contract Agent to vote such [SUBORDINATED]
Notes.

                  SECTION 4.03 TAX EVENT REDEMPTION. Upon the occurrence of a
Tax Event Redemption prior to the Purchase Contract Settlement Date, an amount
equal to the Redemption Amount, plus any accumulated and unpaid distributions or
accrued and unpaid interest, as the case may be, payable on the Tax Event
Redemption Date with respect to the principal amount of the Notes shall be
deposited in the Collateral Account in exchange for the Pledged [SUBORDINATED]
Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral
Agent shall cause the Securities Intermediary to apply an amount equal to the
Redemption Amount of such funds to purchase on behalf of the Holders of Stock
Purchase Units the Treasury Portfolio and promptly remit the remaining portion
of such funds to the Purchase Contract Agent for payment to the Holders of such
Stock Purchase Units. The Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio will be
substituted as Collateral for the Pledged [SUBORDINATED] Notes, as the case may
be, and will be held by the Collateral Agent in accordance with the terms of the
Pledge Agreement to secure the obligation of each Holder of a Stock Purchase
Unit to purchase the Common Stock of the Company under the Purchase Contract
constituting a part of such Stock Purchase Unit. Following the occurrence of a
Tax Event Redemption prior to the Purchase Contract Settlement Date, the Holders
of Stock Purchase Units and the Collateral Agent shall have such security
interest rights and obligations with respect to the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio as the Holders of Stock Purchase Units and the Collateral
Agent had in respect of the [SUBORDINATED] Notes, as the case may be, subject to
the Pledge thereof as provided in the Pledge Agreement,



                                       29
<PAGE>

and any reference herein to the [SUBORDINATED] Notes shall be deemed to be
reference to such Treasury Portfolio. The Company may cause to be made in any
Stock Purchase Unit Certificates thereafter to be issued such change in
phraseology and form (but not in substance) as may be appropriate to reflect the
substitution of the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio for [SUBORDINATED] Notes
as Collateral.

                                   ARTICLE 5
                             THE PURCHASE CONTRACTS

                  SECTION 5.01 PURCHASE OF SHARES OF COMMON STOCK. Each Purchase
Contract shall obligate the Holder of the related Security to purchase, and the
Company to sell, on the Purchase Contract Settlement Date at a price equal to
the Stated Amount (the "Purchase Price"), a number of shares of Common Stock
(subject to Section 5.09) equal to the Settlement Rate unless an Early
Settlement has occurred in accordance with Section 5.04 hereof or, prior to or
on the Purchase Contract Settlement Date, there shall have occurred a
Termination Event with respect to the Security of which such Purchase Contract
is a part. The "Settlement Rate" is equal to:

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

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

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

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

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

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

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

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



                                       30
<PAGE>


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

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

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

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

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

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

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

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

                            (iv) consents to the provisions hereof;

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

                            (vi) consents to, and agrees to be bound by, the
         Pledge of such Holder's right, title and interest in and to the
         Collateral Account, including the [SUBORDINATED] Notes, the Applicable
         Ownership Interest (as specified in clause (A) of the definition of
         such term) of the Treasury Portfolio or the Treasury Securities
         pursuant to the Pledge Agreement,

provided that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any other
rights or obligations. Each Holder of a Stock Purchase Unit or a Treasury Stock
Purchase Unit, by its acceptance thereof, further covenants and agrees, that to
the extent and in the manner provided in Section 5.02 and the Pledge Agreement,
but subject to the terms thereof, payments in respect of the



                                       31
<PAGE>

[SUBORDINATED] Notes or the proceeds from the Treasury Securities or the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio at maturity on the Purchase Contract
Settlement Date, as the case may be, shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

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

                  SECTION 5.02 PAYMENT OF PURCHASE PRICE.

                  (a) (i) Unless a Tax Event Redemption has occurred or a Holder
of a Stock Purchase Unit effects an Early Settlement of the underlying Purchase
Contract in the manner described in Section 5.04, each Holder who intends to pay
in cash to satisfy such Holder's obligations under the Purchase Contract on the
Purchase Contract Settlement Date shall notify the Purchase Contract Agent by
use of a notice in substantially the form of Exhibit E hereto of his intention
to pay in cash ("Cash Settlement") the Purchase Price for the shares of Common
Stock to be purchased pursuant to the related Purchase Contract. Such notice
shall be given prior to 5:00 p.m. (New York City time) on the seventh Business
Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00
a.m. (New York City time) on the next succeeding Business Day, the Purchase
Contract Agent shall notify the Collateral Agent and the Property Trustee or the
Indenture Trustee, as the case may be, of the receipt of such notices from
Holders intending to make a Cash Settlement.

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

                           (iii) If a Holder of a Stock Purchase Unit fails to
         notify the Purchase Contract Agent of his intention to make a Cash
         Settlement in accordance with paragraph



                                       32
<PAGE>

         5.02(a)(i) above, or does notify the Purchase Contract Agent as
         provided in paragraph 5.02(a)(i) above of his intention to pay the
         Purchase Price in cash, but fails to make such payment as required by
         paragraph 5.02(a)(ii) above, such Holder shall be deemed to have
         consented to the disposition of the Pledged [SUBORDINATED] Notes
         pursuant to the Remarketing as described in paragraph 5.02(b) below.

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

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

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

                  If, in spite of using its reasonable efforts, the Remarketing
Agent cannot remarket the related [SUBORDINATED] Notes of such Holders of Stock
Purchase Units at a price equal to [ ]% of the Stated Amount ($[ ]), then the
Remarketing Agent shall increase the interest rate on the [SUBORDINATED] Notes
so that the market value of such [SUBORDINATED] Notes will equal ($[ ]). If the
Remarketing Agent determines that it will be able to remarket the related
[SUBORDINATED] Notes of such Holders of Stock Purchase Units at a price in
excess of [ ]% of



                                       33
<PAGE>

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

                  (c) With respect to any [SUBORDINATED] Notes which are subject
to a Failed Remarketing, the Collateral Agent for the benefit of the Company
reserves all of its rights as a secured party with respect thereto and, subject
to applicable law and paragraph 5.02(g) below, shall, in full satisfaction of
the Holders' obligations under the Purchase Contracts among other things, (i)
retain the [SUBORDINATED] Notes, (ii) sell the [SUBORDINATED] Notes in one or
more public or private sales or (iii) take, or choose not to take, any other
action with respect to the [SUBORDINATED] Notes, which in every case specified
in (i), (ii) and (iii) shall constitute payment in full for the aggregate
Purchase Price for the shares of Common Stock to be purchased under the Purchase
Contracts.

                  (d) (i) Unless a Holder of a Treasury Stock Purchase Unit or
Stock Purchase Unit (if a Tax Event Redemption has occurred) effects an Early
Settlement of the underlying Purchase Contract through the early delivery of
cash to the Purchase Contract Agent in the manner described in Section 5.04,
each Holder of a Treasury Stock Purchase Unit or Stock Purchase Unit (if a Tax
Event Redemption has occurred) who intends to pay in cash shall notify the
Purchase Contract Agent by use of a notice in substantially the form of Exhibit
E hereto of his intention to pay in cash the Purchase Price for the shares of
Common Stock to be purchased pursuant to the related Purchase Contract. Such
notice shall be given prior to 5:00 p.m. (New York City time) on the second
Business Day immediately preceding the Purchase Contract Settlement Date. Prior
to 11:00 a.m. (New York City time) on the next succeeding Business Day, the
Purchase Contract Agent shall notify the Collateral Agent of the receipt of such
notices from such Holders intending to make a Cash Settlement. Treasury Stock
Purchase Unit holders may make Cash Settlements only in integral multiples of 40
Treasury Stock Purchase Units.

                           (ii) A Holder of a Treasury Stock Purchase Unit or
         Stock Purchase Units (if a Tax Event Redemption has occurred) who has
         so notified the Purchase Contract Agent of his intention to make a Cash
         Settlement in accordance with paragraph 5.02(d)(i) above shall pay the
         Purchase Price to the Securities Intermediary for deposit in the



                                       34
<PAGE>

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

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

                           (iv) A holder of a [SUBORDINATED] Note that is no
         longer part of a Stock Purchase Unit may elect to have such
         [SUBORDINATED] Note, as the case may be, remarketed. A holder making
         such an election must notify the Indenture Trustee prior to 11:00 a.m.
         (New York City time) on the fifth Business Day immediately preceding
         the Purchase Contract Settlement Date, of the aggregate number of
         [SUBORDINATED] Notes, as the case may be, that are not part of Stock
         Purchase Units to be remarketed. Any such notice will be irrevocable
         and may not be conditioned upon the level at which the Reset Rate is
         established in the Remarketing. Concurrently, the Property Trustee or
         the Indenture Trustee, as the case may be, shall cause such
         [SUBORDINATED] Notes, as the case may be, to be presented to the
         Remarketing Agent for Remarketing.



                                       35
<PAGE>

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

                  (f) Upon Cash Settlement of any Purchase Contract:

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

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

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

                  (h) The Company shall not be obligated to issue any shares of
Common Stock in respect of a Purchase Contract or deliver any certificates
thereof to the Holder of the related Security unless the Company shall have
received payment in full for the aggregate Purchase Price for the Common Stock
to be purchased thereunder in the manner herein set forth.

                  SECTION 5.03 ISSUANCE OF SHARES OF COMMON STOCK. Unless a
Termination Event or an Early Settlement shall have occurred, subject to Section
5.04(b), on the Purchase Contract Settlement Date upon receipt of the aggregate
Purchase Price payable on all Outstanding Securities, the Company shall issue
and deposit with the Purchase Contract Agent, for the benefit of the Holders of
the Outstanding Securities, one or more certificates representing newly issued
shares of Common Stock registered in the name of the Purchase Contract Agent (or
its nominee) as custodian for the Holders (such certificates for shares of
Common Stock, together with any dividends or distributions for which a record
date and payment date for such



                                       36
<PAGE>

dividend or distribution has occurred after the Purchase Contract Settlement
Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")
to which the Holders are entitled hereunder.

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

                  SECTION 5.04 ADJUSTMENT OF SETTLEMENT RATE.

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

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

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

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

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

                  (2) In case the Company shall issue rights, warrants or
options to all holders of its Common Stock (not being available on an equivalent
basis to Holders of the Securities



                                       37
<PAGE>

upon settlement of the Purchase Contracts underlying such Securities) entitling
them, for a period expiring within 45 days after the record date for the
determination of shareholders entitled to receive such rights, warrants or
options, to subscribe for or purchase shares of Common Stock at a price per
share less than the Current Market Price per share of Common Stock on the date
fixed for the determination of shareholders entitled to receive such rights,
warrants or options, the Settlement Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Settlement Rate by a fraction of which:

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

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

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

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

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

                           (i) the numerator shall be the Current Market Price
                  per share of Common Stock on the date fixed for such
                  determination less the then fair market



                                       38
<PAGE>

                  value (as reasonably determined by the Board of Directors,
                  whose determination shall be conclusive and the basis for
                  which shall be described in a Board Resolution) of the portion
                  of the assets or evidences of indebtedness so distributed
                  applicable to one share of Common Stock; and

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

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

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

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

                           (ii) any dividend or distribution in connection with
                  the liquidation, dissolution or termination of the Company,
                  whether voluntary or involuntary),

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

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

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

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



                                       39
<PAGE>

the amount of the Dividend Threshold. If an adjustment is required to be made as
set forth in this Section 5.04(a)(5) above as a result of a distribution that is
not a quarterly dividend, such adjustment shall be based upon the full amount of
the distribution.

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

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

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



                                       40
<PAGE>

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

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

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

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

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



                                       41
<PAGE>

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

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


                  (1) In the event of:

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

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

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

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

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



                                       42
<PAGE>

receivable upon such Reorganization Event by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares).

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

                  (2) In the event of a consolidation or merger of the Company
with or into another Person, any merger of another Person into the Company
(other than a merger that does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock) in which 30% or
more of the total consideration paid to the Company's shareholders consists of
cash or cash equivalents, then a Holder of a Security may settle his Purchase
Contract for cash as described in Section 5.02(a)(i) or 5.02(d)(i) hereof, as
applicable, during the one week period beginning on the twenty-third Trading Day
following the closing date of such merger (the "Early Settlement Week"), at the
applicable Settlement Rate. For the purposes of this Section, the twenty-third
Trading Day after the closing of the merger or consolidation shall be deemed to
be the Purchase Contract Settlement Date for the purpose of determining the
Applicable Market Value and the deadline for submitting the notice to settle
early and the related cash payment shall be 5:00 p.m. (New York City time) of
the last Business Day of the Early Settlement Week. Notwithstanding the
foregoing, no early settlement will be permitted under this Section 5.04(b)(2)
unless, at the time such early settlement is effected, there is an effective
Registration Statement with respect to the shares of Common Stock to be issued
and delivered in connection with such early settlement, if such a Registration
Statement is required (in the view of counsel, which need not be in the form of
a written opinion, for either the Company or the Purchase Contract Agent) under
the Securities Act. If such a Registration Statement is so required, the Company
covenants and agrees to use its best efforts to (A) have in effect a
Registration Statement covering the shares of Common Stock to be delivered in
respect of the Purchase Contracts being settled and (B) provide a Prospectus in
connection therewith, in each case in a form that the Purchase Contract Agent
may use in connection with such early settlement.

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

                  SECTION 5.05 NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

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



                                       43
<PAGE>

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

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

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

                  SECTION 5.06 TERMINATION EVENT; NOTICE. The Purchase Contracts
and all obligations and rights of the Company and the Holders thereunder,
including, without limitation, the rights of the Holders to receive and the
obligation of the Company to pay any Purchase Contract Payments (including any
deferred or accrued and unpaid Purchase Contract Payments), if the Company shall
have such obligation, and the rights and obligations of Holders to purchase
Common Stock, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, prior to or on the Purchase Contract Settlement Date, a
Termination Event shall have occurred.

                  Upon and after the occurrence of a Termination Event, the
Securities shall thereafter represent the right to receive the [SUBORDINATED]
Notes, the Treasury Securities or the appropriate Applicable Ownership Interest
of the Treasury Portfolio, as the case may be, forming part of such Securities,
in accordance with the provisions of Section 5.04 of the Pledge Agreement. Upon
the occurrence of a Termination Event, the Company shall promptly but in no
event later than two Business Days thereafter give written notice to the
Purchase Contract Agent, the Collateral Agent and the Holders, at their
addresses as they appear in the Security Register.

                  SECTION 5.07 INTENTIONALLY OMITTED.

                  SECTION 5.08 INTENTIONALLY OMITTED.



                                       44
<PAGE>

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

                  SECTION 5.10 CHARGES AND TAXES. The Company will pay all stock
transfer and similar taxes attributable to the initial issuance and delivery of
the shares of Common Stock pursuant to the Purchase Contracts; provided,
however, that the Company shall not be required to pay any such tax or taxes
which may be payable in respect of any exchange of or substitution for a
Certificate evidencing a Security or any issuance of a share of Common Stock in
a name other than that of the registered Holder of a Certificate surrendered in
respect of the Securities evidenced thereby, other than in the name of the
Purchase Contract Agent, as custodian for such Holder, and the Company shall not
be required to issue or deliver such share certificates or Certificates unless
or until the Person or Persons requesting the transfer or issuance thereof shall
have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

                  SECTION 5.11 PURCHASE CONTRACT PAYMENTS.


                  (a) Subject to Section 5.12, the Company shall pay, on each
Payment Date, the Purchase Contract Payments payable in respect of each Purchase
Contract to the Person in whose name a Certificate is registered at the close of
business on the Record Date next preceding such Payment Date. The Purchase
Contract Payments will be payable at the office of the Purchase Contract Agent
in New York City maintained for that purpose or, at the option of the Holder, by
check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Security Register. If any date on which Purchase
Contract Payments are to be made is not a Business Day, then payment of the
Purchase Contract Payments payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment will be made on the immediately preceding Business
Day. Purchase Contract Payments payable for any period will be computed (i) for
any full quarterly period on the basis of a 360-day year of twelve 30-day months
and (ii) for any period shorter than a full quarterly period, on the basis of a
30-day month and, for periods of less than a month, on the basis of the actual
number of days elapsed per 30-day month.



                                       45
<PAGE>

                  (b) Upon the occurrence of a Termination Event, the Company's
obligation to pay future Purchase Contract Payments (including any accrued or
deferred Purchase Contract Payments) shall cease.

                  (c) Each Certificate delivered under this Agreement upon
registration of transfer of or in exchange for or in lieu of (including as a
result of a Collateral Substitution or the reestablishment of Stock Purchase
Units) any other Certificate shall carry the right to accrued or deferred and
unpaid Purchase Contract Payments and the right to accrue Purchase Contract
Payments, which rights were carried by the Purchase Contracts underlying such
other Certificates.

                  (d) Subject to Section 5.04, in the case of any Security with
respect to which Early Settlement of the underlying Purchase Contract is
effected on an Early Settlement Date that is after any Record Date and prior to
or on the next succeeding Payment Date, Purchase Contract Payments otherwise
payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Early Settlement, and such Purchase Contract Payments shall
be paid to the Person in whose name the Certificate evidencing such Security is
registered at the close of business on such Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Security with respect to which Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date, Purchase Contract Payments
that would otherwise be payable after the Early Settlement Date with respect to
such Purchase Contract shall not be payable.

                  SECTION 5.12 DEFERRAL OF PURCHASE CONTRACT PAYMENTS.

                  (a) The Company has the right to defer payment of all or part
of the Purchase Contract Payments in respect of each Purchase Contract until no
later than the Purchase Contract Settlement Date, but only if the Company shall
give the Holders and the Purchase Contract Agent written notice of its election
to defer such payment (specifying the amount to be deferred) at least ten
Business Days prior to the earlier of (i) the next succeeding Payment Date or
(ii) the date the Company is required to give notice of the Record Date or
Payment Date with respect to payment of such Purchase Contract Payments to the
NYSE or other applicable self-regulatory organization or to Holders of the
Securities, but in any event not less than one Business Day prior to such Record
Date. If the Company so elects to defer Purchase Contract Payments, the Company
shall pay additional Purchase Contract Payments on such deferred installments of
Purchase Contract Payments at a rate equal to ___% per annum, compounding
quarterly, until such deferred installments are paid in full. Deferred Purchase
Contract Payments shall be due on the Payment Date except to the extent that
payment is deferred pursuant to this Section. Except as otherwise provided in
Section 5.11(d), in the case of any Security with respect to which Early
Settlement of the underlying Purchase Contract is effected on an Early
Settlement Date, the Holder will have no right to receive any accrued or
deferred Purchase Contract Payments.

                  (b) In the event the Company elects to defer the payment of
Purchase Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date, each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments. The
Company shall pay such amounts on the Purchase Contract Settlement Date in the
manner described in Section 5.02(e).



                                       46
<PAGE>

                  (c) In the event the Company exercises its option to defer the
payment of Purchase Contract Payments, then, until all deferred Purchase
Contract Payments have been paid, the Company shall not, and shall not permit
any of its subsidiaries to (a) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities that rank
junior to the [SUBORDINATED] Notes in the right of payment issued by the Company
or any subsidiary of the Company, or (b) make any guarantee payments with
respect to any guarantee by the Company of any securities of any of its
subsidiaries if such guarantee ranks junior to the [SUBORDINATED] Notes in the
right of payment, (c) declare or pay any dividends or distributions on any of
the Company's capital stock or (d) redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock.
Notwithstanding the foregoing, the Company may (1) purchase or acquire its
capital stock in connection with the satisfaction by it of its obligations under
any employee benefit plans or pursuant to any contract or security outstanding
on the first day of any such event requiring it to purchase its capital stock;
(2) reclassify its capital stock or exchange or convert one class or series of
its capital stock for another class or series of its capital stock; (3) purchase
fractional interests in shares of its capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or
exchanged; (4) declare dividends or distributions in its capital stock; and (5)
redeem or repurchase any rights pursuant to a rights agreement.

                                   ARTICLE 6
                                    REMEDIES

                  SECTION 6.01 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PURCHASE CONTRACT PAYMENTS AND TO PURCHASE SHARES OF COMMON STOCK. Each Holder
of a Security shall have the right, which is absolute and unconditional, (i)
subject to the right of the Company to defer such payments in accordance with
Section 5.12, to receive each Purchase Contract Payment with respect to the
Purchase Contract comprising part of such Security on the respective Payment
Date for such Security and (ii) to purchase shares of Common Stock pursuant to
such Purchase Contract and, in each such case, to institute suit for the
enforcement of any such right to receive Purchase Contract Payments and the
right to purchase shares of Common Stock, and such rights shall not be impaired
without the consent of such Holder.

                  SECTION 6.02 RESTORATION OF RIGHTS AND REMEDIES. If any Holder
has instituted any proceeding to enforce any right or remedy under this
Agreement and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company and such Holder
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of such Holder shall continue as though
no such proceeding had been instituted.

                  SECTION 6.03 RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates in the last paragraph of Section 3.10, no
right or remedy herein conferred upon or reserved to the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.



                                       47
<PAGE>

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

                  SECTION 6.04 DELAY OR OMISSION NOT WAIVER. No delay or
omission of any Holder to exercise any right or remedy upon a default shall
impair any such right or remedy or constitute a waiver of any such right. Every
right and remedy given by this Article or by law to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by such Holders.

                  SECTION 6.05 UNDERTAKING FOR COSTS. All parties to this
Agreement agree, and each Holder of a Security, by its acceptance of such
Security shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Agreement, or in any suit against the Purchase Contract Agent for any action
taken, suffered or omitted by it as Purchase Contract Agent, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and costs against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided that the provisions of this Section shall not
apply to any suit instituted by the Purchase Contract Agent, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% of the Outstanding Securities, or to any suit instituted by any Holder
for the enforcement of interest on any [SUBORDINATED] Notes or Purchase Contract
Payments on or after the respective Payment Date therefor in respect of any
Security held by such Holder, or for enforcement of the right to purchase shares
of Common Stock under the Purchase Contracts constituting part of any Security
held by such Holder.

                  SECTION 6.06 WAIVER OF STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Agreement; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Purchase Contract Agent or the Holders, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE 7
                           THE PURCHASE CONTRACT AGENT

                  SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) The Purchase Contract Agent:

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



                                       48
<PAGE>

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

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

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

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

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

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

                  (c) Whether or not therein expressly so provided, every
provision of this Agreement and the Pledge Agreement relating to the conduct or
affecting the liability of or affording protection to the Purchase Contract
Agent shall be subject to the provisions of this Section.

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

                  SECTION 7.02 NOTICE OF DEFAULT. Within 30 days after the
occurrence of any default by the Company hereunder of which a Responsible
Officer of the Purchase Contract Agent has actual knowledge, the Purchase
Contract Agent shall transmit by mail to the Company and the Holders of
Securities, as their names and addresses appear in the Security Register, notice
of such default hereunder, unless such default shall have been cured or waived.

                  SECTION 7.03 CERTAIN RIGHTS OF PURCHASE CONTRACT AGENT.
Subject to the provisions of Section 7.01:



                                       49
<PAGE>

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

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

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

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

                  (5) the Purchase Contract Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Purchase Contract Agent, in its discretion, and at the expense
of the Company, may make reasonable further inquiry or investigation into such
facts or matters related to the execution, delivery and performance of the
Purchase Contracts as it may see fit, and, if the Purchase Contract Agent shall
determine to make such further inquiry or investigation, it shall be given a
reasonable opportunity to examine the relevant books, records and premises of
the Company, personally or by agent or attorney and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

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



                                       50
<PAGE>

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

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

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

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

                  SECTION 7.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained herein and in the Certificates shall be taken
as the statements of the Company, and the Purchase Contract Agent assumes no
responsibility for their accuracy. The Purchase Contract Agent makes no
representations as to the validity or sufficiency of either this Agreement or of
the Securities, or of the Pledge Agreement or the Pledge. The Purchase Contract
Agent shall not be accountable for the use or application by the Company of the
proceeds in respect of the Purchase Contracts.

                  SECTION 7.05 MAY HOLD SECURITIES. Any Security Registrar or
any other agent of the Company, or the Purchase Contract Agent and its
Affiliates, in their individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Company, the Collateral
Agent or any other Person with the same rights it would have if it were not
Security Registrar or such other agent, or the Purchase Contract Agent. The
Company may become the owner or pledgee of Securities.

                  SECTION 7.06 MONEY HELD IN CUSTODY. Money held by the Purchase
Contract Agent in custody hereunder need not be segregated from the other funds
except to the extent required by law or provided herein. The Purchase Contract
Agent shall be under no obligation to invest or pay interest on any money
received by it hereunder except as otherwise provided hereunder or agreed in
writing with the Company.

                  SECTION 7.07 COMPENSATION AND REIMBURSEMENT. The Company
agrees:

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



                                       51
<PAGE>

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

                  (3) to indemnify the Purchase Contract Agent and any
predecessor Purchase Contract Agent for, and to hold it harmless against, any
loss, liability or expense incurred without gross negligence, willful misconduct
or bad faith on its part, arising out of or in connection with the acceptance or
administration of its duties hereunder, including the costs and expenses of
defending itself against any claim (whether asserted by the Company, a Holder or
any other person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

The provisions of this Section shall survive the resignation and removal of the
Purchase Contract Agent and the termination of this Agreement.

                  SECTION 7.08 CORPORATE PURCHASE CONTRACT AGENT REQUIRED;
ELIGIBILITY. There shall at all times be a Purchase Contract Agent hereunder
which shall be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having (or being
a member of a bank holding company having) a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or State
authority and having a corporate trust office in the Borough of Manhattan, New
York City, if there be such a corporation in the Borough of Manhattan, New York
City, qualified and eligible under this Article and willing to act on reasonable
terms. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Purchase Contract Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

                  SECTION 7.09 RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

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

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



                                       52
<PAGE>

Company, any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.

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

                  (d) If at any time:

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

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

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

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

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

                  (f) The Company shall give, or shall cause such successor
Purchase Contract Agent to give, notice of each resignation and each removal of
the Purchase Contract Agent and each appointment of a successor Purchase
Contract Agent by mailing written notice of such event by first-class mail,
postage prepaid, to all Holders as their names and addresses appear in



                                       53
<PAGE>

the applicable Register. Each notice shall include the name of the successor
Purchase Contract Agent and the address of its Corporate Trust Office.

                  SECTION 7.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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

                  SECTION 7.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any corporation into which the Purchase Contract Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Purchase
Contract Agent shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Purchase Contract Agent,
shall be the successor of the Purchase Contract Agent hereunder, provided that
such corporation shall be otherwise qualified and eligible under this Article,
with the execution or filing of any paper or any further act on the part of any
of the parties hereto. In case any Certificates shall have been authenticated
and executed on behalf of the Holders, but not delivered, by the Purchase
Contract Agent then in office, any successor by merger, conversion or
consolidation to such Purchase Contract Agent may adopt such authentication and
execution and deliver the Certificates so authenticated and executed with the
same effect as if such successor Purchase Contract Agent had itself
authenticated and executed such Securities.

                  SECTION 7.12 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.

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



                                       54
<PAGE>

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

                  SECTION 7.13 NO OBLIGATIONS OF PURCHASE CONTRACT AGENT. Except
to the extent otherwise expressly provided in this Agreement, the Purchase
Contract Agent assumes no obligations and shall not be subject to any liability
under this Agreement, the Pledge Agreement or any Purchase Contract in respect
of the obligations of the Holder of any Security thereunder. The Company agrees,
and each Holder of a Certificate, by his or her acceptance thereof, shall be
deemed to have agreed, that the Purchase Contract Agent's execution of the
Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Purchase Contract Agent shall
have no obligation to perform such Purchase Contracts on behalf of the Holders,
except to the extent expressly provided in Article Five hereof. Anything
contained in this Agreement to the contrary notwithstanding, in no event shall
the Purchase Contract Agent or its officers, employees or agents be liable under
this Agreement to any third party for indirect, special, punitive, or
consequential loss or damage of any kind whatsoever, including lost profits,
whether or not the likelihood of such loss or damage was known to the Purchase
Contract Agent, incurred without any act or deed that is found to be
attributable to gross negligence or willful misconduct on the part of the
Purchase Contract Agent.

                  SECTION 7.14 TAX COMPLIANCE.

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

                  (b) The Purchase Contract Agent shall comply in accordance
with the terms hereof with any written direction received from the Company with
respect to the execution or certification of any required documentation and the
application of such requirements to particular payments or Holders or in other
particular circumstances, and may for purposes of this Agreement conclusively
rely on any such direction in accordance with the provisions of Section
7.01(a)(2) hereof.

                  (c) The Purchase Contract Agent shall maintain all appropriate
records documenting compliance with such requirements, and shall make such
records available, on



                                       55
<PAGE>

written request, to the Company or its authorized representative within a
reasonable period of time after receipt of such request.

                                   ARTICLE 8
                             SUPPLEMENTAL AGREEMENTS

                  SECTION 8.01 SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF
HOLDERS. Without the consent of any Holders, the Company and the Purchase
Contract Agent, at any time and from time to time, may enter into one or more
agreements supplemental hereto, in form satisfactory to the Company and the
Purchase Contract Agent, to:

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

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

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

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

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

                  SECTION 8.02 SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than a majority of the outstanding
Securities voting together as one class, by Act of said Holders delivered to the
Company and the Purchase Contract Agent, the Company, when authorized by a Board
Resolution, and the Purchase Contract Agent may enter into an agreement or
agreements supplemental hereto for the purpose of modifying in any manner the
terms of the Purchase Contracts, or the provisions of this Agreement or the
rights of the Holders in respect of the Securities; provided, however, that,
except as contemplated herein, no such supplemental agreement shall, without the
unanimous consent of the Holders of each outstanding Purchase Contract affected
thereby,

                  (1) change any Payment Date;

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



                                       56
<PAGE>

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

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

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

                  (6) reduce any Purchase Contract Payments or change any place
where, or the coin or currency in which, any Purchase Contract Payment is
payable;

provided that if any amendment or proposal referred to above would adversely
affect only the Stock Purchase Units or 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; and provided, further, that
the unanimous consent of the Holders of each outstanding Purchase Contract of
such class affected thereby shall be required to approve any amendment or
proposal specified in clauses (1) through (6) above.

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

                  SECTION 8.03 EXECUTION OF SUPPLEMENTAL AGREEMENTS. In
executing, or accepting the additional agencies created by, any supplemental
agreement permitted by this Article or the modifications thereby of the agencies
created by this Agreement, the Purchase Contract Agent shall be provided, and
(subject to Section 7.01) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement and that any
and all conditions precedent to the execution and delivery of such supplemental
agreement have been satisfied. The Purchase Contract Agent may, but shall not be
obligated to, enter into any such supplemental agreement which affects the
Purchase Contract Agent's own rights, duties or immunities under this Agreement
or otherwise.

                  SECTION 8.04 EFFECT OF SUPPLEMENTAL AGREEMENTS. Upon the
execution of any supplemental agreement under this Article, this Agreement shall
be modified in accordance therewith, and such supplemental agreement shall form
a part of this Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated, executed on behalf of the Holders and
delivered hereunder, shall be bound thereby.

                  SECTION 8.05 REFERENCE TO SUPPLEMENTAL AGREEMENTS.
Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any supplemental agreement pursuant to this Article may,
and shall if required by the Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract Agent as to any matter provided for in such
supplemental agreement. If the Company shall so determine, new



                                       57
<PAGE>

Certificates so modified as to conform, in the opinion of the Purchase Contract
Agent and the Company, to any such supplemental agreement may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in exchange for outstanding
Certificates.

                                   ARTICLE 9
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 9.01 COVENANT NOT TO CONSOLIDATE, MERGE, CONVEY,
TRANSFER OR LEASE PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company
covenants that it will not consolidate with or merge into any other corporation
or convey, transfer or lease all or substantially all of its properties and
assets to any Person, unless:

                            (i) the corporation formed by such consolidation or
         into which the Company is merged or the Person which acquires by
         conveyance or transfer, or which leases, all or substantially all of
         the Company's properties and assets shall be a corporation organized
         and existing under the laws of the United States of America or a State
         thereof or the District of Columbia and such corporation shall
         expressly assume all the obligations of the Company under the Purchase
         Contracts, this Agreement and the Pledge Agreement by one or more
         supplemental agreements in form reasonably satisfactory to the Purchase
         Contract Agent and the Collateral Agent, executed and delivered to the
         Purchase Contract Agent and the Collateral Agent by such corporation;
         and

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

                  SECTION 9.02 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In
case of any such merger, consolidation, share exchange, sale, assignment,
transfer, lease or conveyance and upon any such assumption by a successor
corporation in accordance with Section 9.01, such successor corporation shall
succeed to and be substituted for the Company with the same effect as if it had
been named herein as the Company. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of The
Williams Companies, Inc., any or all of the Certificates evidencing Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Purchase Contract Agent; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Purchase Contract
Agent shall authenticate and execute on behalf of the Holders and deliver any
Certificates which previously shall have been signed and delivered by the
officers of the Company to the Purchase Contract Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.



                                       58
<PAGE>

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

                  SECTION 9.03 OFFICERS' CERTIFICATE AND OPINION OF COUNSEL
GIVEN TO PURCHASE CONTRACT AGENT. The Purchase Contract Agent, subject to
Sections 7.01 and 7.03, shall receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such merger, consolidation, share
exchange, sale, assignment, transfer, lease or conveyance, and any such
assumption, complies with the provisions of this Article and that all conditions
precedent to the consummation of any such merger, consolidation, share exchange,
sale, assignment, transfer, lease or conveyance have been met.

                                   ARTICLE 10
                                   COVENANTS

                  SECTION 10.01 PERFORMANCE UNDER PURCHASE CONTRACTS. The
Company covenants and agrees for the benefit of the Holders from time to time of
the Securities that it will duly and punctually perform its obligations under
the Purchase Contracts in accordance with the terms of the Purchase Contracts
and this Agreement.

                  SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY. The Company
will maintain in the Borough of Manhattan, New York City an office or agency
where Certificates may be presented or surrendered for acquisition of shares of
Common Stock upon settlement of the Purchase Contracts on the Purchase Contract
Settlement Date or Early Settlement and for transfer of Collateral upon
occurrence of a Termination Event, where Certificates may be surrendered for
registration of transfer or exchange, for a Collateral Substitution or
reestablishment of Stock Purchase Units and where notices and demands to or upon
the Company in respect of the Securities and this Agreement may be served. The
Company will give prompt written notice to the Purchase Contract Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Purchase Contract Agent with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Company hereby appoints the Purchase Contract
Agent as its agent to receive all such presentations, surrenders, notices and
demands.

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

                  SECTION 10.03 COMPANY TO RESERVE COMMON STOCK. The Company
shall at all times prior to the Purchase Contract Settlement Date reserve and
keep available, free



                                       59
<PAGE>

from preemptive rights, out of its authorized but unissued Common Stock the full
number of shares of Common Stock issuable against tender of payment in respect
of all Purchase Contracts constituting a part of the Securities evidenced by
Outstanding Certificates.

                  SECTION 10.04 COVENANTS AS TO COMMON STOCK. The Company
covenants that all shares of Common Stock which may be issued against tender of
payment in respect of any Purchase Contract constituting a part of the
Outstanding Securities will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable.

                  SECTION 10.05 STATEMENTS OF OFFICERS OF THE COMPANY AS TO
DEFAULT. The Company will deliver to the Purchase Contract Agent, within 120
days after the end of each fiscal year of the Company (which as of the date
hereof is December 31) ending after the date hereof, an Officers' Certificate
(one of the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company), stating
whether or not to the knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and conditions
hereof, and if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.

                  SECTION 10.06 ERISA. Each Holder from time to time of the
Securities that is a Plan hereby represents that its acquisition of the Stock
Purchase Units and the holding of the same satisfies the applicable fiduciary
requirements of ERISA and that it is entitled to exemption relief from the
prohibited transaction provisions of ERISA and the Code in accordance with one
or more prohibited transaction exemptions or otherwise will not result in a
nonexempt prohibited transaction.



                       [SIGNATURES ON THE FOLLOWING PAGE]




                                       60
<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



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




                                     [                                  ],
                                     as Purchasing Contract Agent

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


<PAGE>

                                                                       EXHIBIT A

                    FACE OF STOCK PURCHASE UNITS CERTIFICATE

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

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



No.                                                     CUSIP No.
   ----                                                          ---------------
Number of Stock Purchase Units:
                               ----------------

                          THE WILLIAMS COMPANIES, INC.
                              STOCK PURCHASE UNITS

                  This Stock Purchase Units Certificate certifies that
___________________ is the registered Holder of the number of Stock Purchase
Units set forth above. Each Stock Purchase Unit consists of (i) either (a) the
beneficial ownership by the Holder of $__ principal amount of [SUBORDINATED]
Notes due 200_ (the "[SUBORDINATED] Notes") of El Paso Corporation, a Delaware
corporation (the "Company"), subject to the Pledge of such Note by such Holder
pursuant to the Pledge Agreement, or (b) upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with the Company. All capitalized terms used herein which are defined
in the


                                  Exhibit A-1
<PAGE>


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

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

                  The Pledge Agreement provides that all payments of the
principal amount with respect to any of the Pledged [SUBORDINATED] Notes or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, or
interest on any Pledged [SUBORDINATED] Notes (as defined in the Pledge
Agreement) or the appropriate Applicable Ownership Interest (as specified in
clause (B) of the definition of such term) of the Treasury Portfolio, as the
case may be, constituting part of the Stock Purchase Units received by the
Securities Intermediary shall be paid by wire transfer in same day funds (i) in
the case of (A) interest on Pledged [SUBORDINATED] Notes or cash distributions
with respect to the appropriate Applicable Ownership Interest (as specified in
clause (B) of the definition of such term) of the Treasury Portfolio, as the
case may be, and (B) any payments of the principal amount of any [SUBORDINATED]
Notes or liquidation amount with respect to the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, that have been released from the Pledge
pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account
designated by the Purchase Contract Agent, no later than 2:00 p.m., New York
City time, on the Business Day such payment is received by the Securities
Intermediary (provided that in the event such payment is received by the
Securities Intermediary on a day that is not a Business Day or after 12:30 p.m.,
New York City time, on a Business Day, then such payment shall be made no later
than 10:30 a.m., New York City time, on the next succeeding Business Day) and
(ii) in the case of payments of the principal amount of the [SUBORDINATED] Notes
or the liquidation amount with respect to the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, to the Company on the Purchase Contract Settlement Date (as
described herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Stock Purchase
Units of which such Pledged [SUBORDINATED] Notes or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, are a part under the Purchase Contracts
forming a part of such Stock Purchase Units. Interest on the [SUBORDINATED]
Notes and distributions on the appropriate Applicable Ownership Interest (as
specified in clause (B) of the definition of such term) of the Treasury
Portfolio, as the case may be, forming part of a Stock Purchase Unit evidenced
hereby, which are payable quarterly in arrears on _______________,
___________________, ________________, and ________________ of each year,
commencing ______________, 2002 (a "Payment Date"), shall, subject to receipt
thereof by the Purchase Contract Agent from the Securities Intermediary, be paid
to the Person in whose name this Stock Purchase Unit Certificate (or a
Predecessor Stock Purchase Unit Certificate) is registered at the close of
business on the Record Date for such Payment Date.



                                  Exhibit A-2
<PAGE>

                  Each Purchase Contract evidenced hereby obligates the Holder
of this Stock Purchase Units Certificate to purchase, and the Company to sell,
on _________________ (the "Purchase Contract Settlement Date"), at a price equal
to $__ (the "Stated Amount"), a number of shares of Common Stock, without par
value $1.00 ("Common Stock"), of the Company, equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date there shall have
occurred a Termination Event or an Early Settlement with respect to the Stock
Purchase Unit of which such Purchase Contract is a part, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. The
purchase price (the "Purchase Price") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Purchase Contract Settlement Date by application of payment
received in respect of the principal amount with respect to any Pledged
[SUBORDINATED] Notes pursuant to the Remarketing or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as the case may be, pledged to secure the obligations
under such Purchase Contract of the Holder of the Stock Purchase Unit of which
such Purchase Contract is a part.

                  The Company shall pay, on each Payment Date, in respect of
each Purchase Contract forming part of a Stock Purchase Unit evidenced hereby,
an amount (the "Purchase Contract Payments") equal to ___% per year of the
Stated Amount. Such Purchase Contract Payments shall be payable to the Person in
whose name this Stock Purchase Units Certificate is registered at the close of
business on the Record Date for such Payment Date. The Company may, at its
option, defer such Purchase Contract Payments.

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

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

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



                                  Exhibit A-3
<PAGE>


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

                                     EL PASO CORPORATION



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

                                     HOLDER SPECIFIED ABOVE (AS TO
                                     OBLIGATIONS OF SUCH HOLDER UNDER THE
                                     PURCHASE CONTRACTS)


                                     By: [                                    ,]
                                        not individually but solely as
                                        Attorney-in-Fact of such Holder


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


DATED:
      ----------------------------



                                  Exhibit A-4

<PAGE>

                          CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT

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



                                        By:[                                  ,]
                                           as Purchase Contract Agent


                                              By:
                                                 -------------------------------
                                                       Authorized Signatory
                                              Dated:
                                                    ----------------------------



                                  Exhibit A-5
<PAGE>


              (FORM OF REVERSE OF STOCK PURCHASE UNITS CERTIFICATE)

                  Each Purchase Contract evidenced hereby is governed by a
Purchase Contract Agreement, dated as of _________________, 2002 (as may be
supplemented from time to time, the "Purchase Contract Agreement"), between the
Company and [                  ], as Purchase Contract Agent (including its
successors hereunder, the "Purchase Contract Agent"), to which Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Stock Purchase Units Certificates are,
and are to be, executed and delivered.

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

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

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

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

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

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

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

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

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



                                  Exhibit A-6
<PAGE>

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

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

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

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

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

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

                  In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Stock Purchase Units Certificate may pay the
Purchase Price for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby by effecting a Cash Settlement or an Early
Settlement or from the proceeds of the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio or a Remarketing of the related Pledged [SUBORDINATED] Notes. A Holder
of Stock Purchase Units who does not effect, on or prior to 11:00 a.m. (New York
City time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date (or in the event a Tax Event Redemption has occurred, the
Business Day prior to the Purchase Contract Settlement Date), an effective Cash
Settlement, or who does not effect on or prior to 5:00 p.m. (New York City time)
on the seventh Business Day prior to the Purchase Contract Settlement Date an
effective Early Settlement, shall pay the Purchase Price for the shares of
Common Stock to be delivered under the related Purchase Contract from the
proceeds of the sale of the related Pledged [SUBORDINATED] Notes held by the
Collateral Agent. Such sale will be made by the Remarketing Agent pursuant to
the terms of the Remarketing Agreement on the third Business Day prior to the
Purchase Contract Settlement Date. If, as provided in the Purchase Contract
Agreement, upon the occurrence of a Failed Remarketing, the Collateral Agent,
for the benefit of the Company, exercises its rights as a secured creditor with
respect to the Pledged [SUBORDINATED] Notes related to this Stock Purchase Units
certificate, any accrued and unpaid interest on such Pledged [SUBORDINATED]



                                  Exhibit A-7
<PAGE>

Notes will become payable by the Company to the holder of this Stock Purchase
Units Certificate in the manner provided for in the Purchase Contract Agreement.

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

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

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

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

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

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

Upon the written request of the Stock Purchase Unit Holders on such record date,
the Purchase Contract Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of [SUBORDINATED] Notes as to which any particular
voting instructions are received. In the absence of specific instructions from
the Holder of a Stock Purchase Unit, the Purchase Contract Agent shall abstain
from voting the [SUBORDINATED] Note evidenced by such Stock Purchase Unit.

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



                                  Exhibit A-8
<PAGE>

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

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

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

                  The Holder of Stock Purchase Units may substitute for the
Pledged [SUBORDINATED] Notes securing such Holder's obligations under the
related Purchase Contracts Treasury Securities in an aggregate principal amount
equal to the aggregate principal amount of the Pledged [SUBORDINATED] Notes in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement. From and after such Collateral Substitution, each Security for which
such Pledged Treasury Securities secures the Holder's obligation under the
Purchase Contract shall be referred to as a "Treasury Stock Purchase Unit". A
Holder may make such



                                  Exhibit A-9
<PAGE>

Collateral Substitution only in integral multiples of [40] Stock Purchase Units
for [40] Treasury Stock Purchase Units.

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

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

                  The Company shall pay, on each Payment Date, the Purchase
Contract Payments payable in respect of each Purchase Contract to the Person in
whose name the Stock Purchase Units Certificate evidencing such Purchase
Contract is registered at the close of business on the Record Date for such
Payment Date. Purchase Contract Payments will be payable at the office of the
Purchase Contract Agent in New York City or, at the option of the Holder, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Security Register.

                  The Company has the right to defer payment of all or part of
the Purchase Contract Payments in respect of each Purchase Contract until no
later than the Purchase Contract Settlement Date. If the Company so elects to
defer Purchase Contract Payments, the Company shall pay additional Purchase
Contract Payments on such deferred installments of Purchase Contract Payments at
a rate equal to ___% per annum, compounding quarterly, until such deferred
installments are paid. In the event that the Company elects to defer the payment
of Purchase Contract Payments on the Purchase Contracts until the Purchase
Contract Settlement Date, each Holder will receive on the Purchase Contract
Settlement Date the aggregate amount of accrued and unpaid Purchase Contract
Payments.

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



                                  Exhibit A-10
<PAGE>

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

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

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

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

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

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

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



                                  Exhibit A-11
<PAGE>
                                  ABBREVIATIONS

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

TEN COM:                           as tenants in common
UNIF GIFT MIN ACT:                                   Custodian
                                   ------------------         ------------------
                                        (cust)                     (minor)

                                   Under Uniform Gifts to Minors Act of
                                                                       ---------

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

TENANT:                            as tenants by the entireties

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


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

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

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


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


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


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

the within Stock Purchase Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Stock Purchase Units Certificates on the books of The Williams Companies,
Inc., with full power of substitution in the premises.

Dated:                                Signature:
      -------------------                       --------------------------------

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

                 Signature Guarantee:
                                     -------------------------------------------



                                  Exhibit A-12
<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated:
      ------------------------            --------------------------------------
                                          Signature
                                          Signature Guarantee:
                                                              ------------------
                                          (if assigned to another person)

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


---------------------------------------   --------------------------------------
Name                                      Name


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

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

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

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

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



                                  Exhibit A-13

<PAGE>


                            ELECTION TO SETTLE EARLY

                  The undersigned Holder of this Stock Purchase Units
Certificate hereby irrevocably exercises the option to effect Early Settlement
in accordance with the terms of the Purchase Contract Agreement with respect to
the Purchase Contracts underlying the number of Stock Purchase Units evidenced
by this Stock Purchase Units Certificate specified below. The undersigned Holder
directs that a certificate for shares of Common Stock deliverable upon such
Early Settlement be registered in the name of, and delivered, together with a
check in payment for any fractional share and any Stock Purchase Units
Certificate representing any Stock Purchase Units evidenced hereby as to which
Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged [SUBORDINATED] Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
deliverable upon such Early Settlement will be transferred in accordance with
the transfer instructions set forth below. If shares are to be registered in the
name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.


Dated:
      ------------------------            --------------------------------------
                                          Signature

              Signature Guarantee:
                                  ------------------------------



                                  Exhibit A-14
<PAGE>


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

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


                                          Please print name and address of
                                          Registered Holder:


---------------------------------------   --------------------------------------
Name                                      Name


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

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

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

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

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



                                  Exhibit A-15
<PAGE>


Transfer Instructions for Pledged [SUBORDINATED] Notes or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, transferable
upon Early Settlement or a Termination Event:

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

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

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



                                  Exhibit A-16
<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

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

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

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

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

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

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

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

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

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


</Table>




                                  Exhibit A-17
<PAGE>

                                                                      EXHIBIT B

                   FACE OF TREASURY STOCK PURCHASE CERTIFICATE

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

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



No.                                                     CUSIP No.
   ------                                                        ---------------

Number of Stock Purchase Units:
                               --------------


                          THE WILLIAMS COMPANIES, INC.
                          TREASURY STOCK PURCHASE UNITS

                  This Treasury Stock Purchase Units Certificate certifies that
__________________ is the registered Holder of the number of Treasury Stock
Purchase Units set forth above. Each Treasury Stock Purchase Unit consists of
(i) a [1/40] undivided beneficial ownership interest of a Treasury Security
having a principal amount at maturity equal to $1,000, subject to the Pledge of
such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii)
the rights and obligations of the Holder under one Purchase Contract with El
Paso Corporation, a Delaware corporation (the "Company"). All capitalized terms
used herein which are defined in the Purchase Contract Agreement (as defined on
the reverse hereof) have the meaning set forth therein.



                                  Exhibit B-1
<PAGE>


                  Pursuant to the Pledge Agreement, the Treasury Securities
constituting part of each Treasury Stock Purchase Unit evidenced hereby have
been pledged to the Collateral Agent, for the benefit of the Company, to secure
the obligations of the Holder under the Purchase Contract comprising part of
such Treasury Stock Purchase Unit. Each Purchase Contract evidenced hereby
obligates the Holder of this Treasury Stock Purchase Units Certificate to
purchase, and the Company, to sell, on _____________ (the "Purchase Contract
Settlement Date"), at a price equal to $__ (the "Stated Amount"), a number of
shares of Common Stock, without par value ("Common Stock"), of the Company,
equal to the Settlement Rate, unless prior to or on the Purchase Contract
Settlement Date there shall have occurred a Termination Event or an Early
Settlement with respect to the Treasury Stock Purchase Unit of which such
Purchase Contract is a part, all as provided in the Purchase Contract Agreement
and more fully described on the reverse hereof. The purchase price (the
"Purchase Price") for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of the proceeds from the
Treasury Securities at maturity pledged to secure the obligations of the Holder
under such Purchase Contract of the Treasury Stock Purchase Unit of which such
Purchase Contract is a part.

                  The Company shall pay, on each Payment Date, in respect of
each Purchase Contract forming part of a Treasury Stock Purchase Unit evidenced
hereby, an amount (the "Purchase Contract Payments") equal to ___% per year of
the Stated Amount. Such Purchase Contract Payments shall be payable to the
Person in whose name this Treasury Stock Purchase Units Certificate is
registered at the close of business on the Record Date for such Payment Date.
The Company may, at its option, defer such Purchase Contract Payments.

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

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

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



                                  Exhibit B-2
<PAGE>


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

                                     EL PASO CORPORATION



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

                                     HOLDER SPECIFIED ABOVE (AS TO
                                     OBLIGATIONS OF SUCH HOLDER UNDER THE
                                     PURCHASE CONTRACTS)


                                     By: [                                    ,]
                                        not individually but solely as
                                        Attorney-in-Fact of such Holder


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


DATED:
      ----------------------------



                                  Exhibit B-3
<PAGE>


                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

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


                                     By:[                                     ,]
                                        as Purchase Contract Agent


                                             By:
                                                --------------------------------
                                                Authorized Signatory

DATED:
      ----------------------------



                                  Exhibit B-4
<PAGE>


             (REVERSE OF TREASURY STOCK PURCHASE UNITS CERTIFICATE)

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

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

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

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

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

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

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

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

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



                                  Exhibit B-5
<PAGE>

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

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

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

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

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

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

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

                  In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Treasury Stock Purchase Unit shall pay the
Purchase Price for the shares of the Common Stock purchased pursuant to each
Purchase Contract evidenced hereby either by effecting a Cash Settlement or an
Early Settlement of each such Purchase Contract or by applying a principal
amount of the Pledged Treasury Securities underlying such Holder's Treasury
Stock Purchase Unit equal to the Stated Amount of such Purchase Contract to the
purchase of the Common Stock. A Holder of Treasury Stock Purchase Unit who does
not effect, prior to or on 11:00 a.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, an effective
Cash Settlement, or who does not effect on or prior to 5:00 p.m. New York City
time) on the seventh Business Day prior to the Purchase Contract Settlement Date
an effective Early Settlement, shall pay the Purchase Price for the shares of
Common Stock to be issued under the related Purchase Contract from the proceeds
of the Pledged Treasury Securities.

                  The Company shall not be obligated to issue any shares of
Common Stock in respect of a Purchase Contract or deliver any certificates
therefor to the Holder unless it shall



                                  Exhibit B-6
<PAGE>

have received payment of the aggregate purchase price for the shares of Common
Stock to be purchased thereunder in the manner herein set forth.

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

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

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

                  A Holder of Stock Purchase Units may recreate Treasury Stock
Purchase Units by delivering to the Securities Intermediary Treasury Securities
in an aggregate principal amount equal to the aggregate principal amount at
maturity of the Pledged [SUBORDINATED] Notes, as the case may be, in accordance
with the terms of the Purchase Contract Agreement and the Pledge Agreement. Any
such recreation of Treasury Stock Purchase Units may be effected only in
multiples of [40] Stock Purchase Units for [40] Treasury Stock Purchase Units.



                                  Exhibit B-7
<PAGE>

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

                  The Company shall pay, on each Payment Date, the Purchase
Contract Payments payable in respect of each Purchase Contract to the Person in
whose name the Treasury Stock Purchase Units Certificate evidencing such
Purchase Contract is registered at the close of business on the Record Date for
such Payment Date. Purchase Contract Payments will be payable at the office of
the Purchase Contract Agent in New York City or, at the option of the Holder, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Security Register.

                  The Company has the right to defer payment of all or part of
the Purchase Contract Payments in respect of each Purchase Contract until no
later than the Purchase Contract Settlement Date. If the Company so elects to
defer Purchase Contract Payments, the Company shall pay additional Purchase
Contract Payments on such deferred installments of Purchase Contract Payments at
a rate equal to ___% per annum, compounding quarterly, until such deferred
installments are paid. In the event that the Company elects to defer the payment
of Purchase Contract Payments on the Purchase Contracts until the Purchase
Contract Settlement Date), each Holder will receive on the Purchase Contract
Settlement Date the aggregate amount of accrued and unpaid Purchase Contract
Payments.

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

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



                                  Exhibit B-8
<PAGE>

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

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

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

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

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

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



                                  Exhibit B-9
<PAGE>

                                  ABBREVIATIONS

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

TEN COM:                           as tenants in common

UNIF GIFT MIN ACT:                                   Custodian
                                   ------------------         ------------------
                                        (cust)                     (minor)

                                   Under Uniform Gifts to Minors Act of
                                                                       ---------

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

TENANT:                            as tenants by the entireties

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


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

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

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

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

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

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

the within Stock Purchase Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Stock Purchase Units Certificates on the books of The Williams Companies,
Inc., with full power of substitution in the premises.

Dated:                                Signature:
      -------------------                       --------------------------------

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

                 Signature Guarantee:
                                     -------------------------------------------




                                  Exhibit B-10
<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated:
      ------------------------            --------------------------------------
                                          Signature
                                          Signature Guarantee:

                                          --------------------------------------
                                          (if assigned to another person)

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


---------------------------------------   --------------------------------------
Name                                      Name


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

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

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

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

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



                                  Exhibit B-11
<PAGE>

                            ELECTION TO SETTLE EARLY

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


Dated:
      ------------------------            --------------------------------------
                                          Signature

              Signature Guarantee:
                                  ------------------------------




                                  Exhibit B-12
<PAGE>

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

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

                                          Please print name and address of
                                          Registered Holder:


---------------------------------------   --------------------------------------
Name                                      Name

---------------------------------------   --------------------------------------
Name                                      Name

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

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

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

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

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



                                  Exhibit B-13
<PAGE>


Transfer Instructions for Pledged Treasury Securities Transferable upon or Early
Settlement or a Termination Event:

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

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

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



                                  Exhibit B-14
<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</Table>



                                  Exhibit B-15
<PAGE>

                                                                       EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

[                                  ]
[                                  ]
[                                  ]
Attention: Corporate Trust Department

                  Re: [_______ STOCK PURCHASE UNITS] [_______ TREASURY STOCK
PURCHASE UNITS] of El Paso Corporation, a Delaware corporation (the "Company").

                  The undersigned Holder hereby notifies you that it has
delivered to [                 ], as Securities Intermediary, for credit to the
Collateral Account, $___________ aggregate [PRINCIPAL] amount of [[SUBORDINATED]
NOTES] [TREASURY SECURITIES] in exchange for the [PLEDGED [SUBORDINATED] NOTES]
[PLEDGED TREASURY SECURITIES] held in the Collateral Account, in accordance with
the Pledge Agreement, dated as of ____________, 2002 (the "Pledge Agreement";
unless otherwise defined herein, terms defined in the Pledge Agreement are used
herein as defined therein), between you, the Company, the Collateral Agent and
the Securities Intermediary. The undersigned Holder has paid all applicable fees
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [PLEDGED [SUBORDINATED] NOTES] [PLEDGED TREASURY SECURITIES] related
to such [STOCK PURCHASE UNITS] [TREASURY STOCK PURCHASE UNITS].


Dated:
      ------------------------            --------------------------------------
                                          Signature

              Signature Guarantee:
                                  ------------------------------



                                  Exhibit C-1
<PAGE>


Please print name and address of Registered Holder:




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

Address

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

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

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

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




                                  Exhibit C-2
<PAGE>


                                                                       EXHIBIT D

                       NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS
         (TRANSFER OF COLLATERAL UPON OCCURRENCE OF A TERMINATION EVENT)

[HOLDER]

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

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

------------------------------------
Attention:
          --------------------------
Telecopy:
         ---------------------------

                       Re:      [__________ STOCK PURCHASE UNITS] [______
                                TREASURY STOCK PURCHASE UNITS] of El Paso
                                Corporation, a Delaware corporation (the
                                "Company")

                  Please refer to the Purchase Contract Agreement, dated as of
__________, 2002 (the "Purchase Contract Agreement"; unless otherwise defined
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), between the Company and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of Stock Purchase Units and
Treasury Stock Purchase Units from time to time.

                  We hereby notify you that a Termination Event has occurred and
that [THE [SUBORDINATED] NOTES] [THE TREASURY SECURITIES] underlying your
ownership interest in _____ [STOCK PURCHASE UNITS] [TREASURY STOCK PURCHASE
UNITS] have been released and are being held by us for your account pending
receipt of transfer instructions with respect to such [[SUBORDINATED]
NOTES][TREASURY SECURITIES] (the "Released Securities").

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

Date:                                          By:[                          ]
     ----------------------------


                                               ---------------------------------
                                               Name:
                                               Title:  Authorized Signatory



                                  Exhibit D-1
<PAGE>

                                                                       EXHIBIT E

                            NOTICE TO SETTLE BY CASH

[                                            ]
[                                            ]
[                                            ]
Attention: Corporate Trust Department

                  Re:[_______ STOCK PURCHASE UNITS] [_______ TREASURY STOCK
                     PURCHASE UNITS] of El Paso Corporation, a Delaware
                     corporation (the "Company").

                  The undersigned Holder hereby irrevocably notifies you in
accordance with Section 5.02 of the Purchase Contract Agreement, dated as of
______________, 2002 (the "Purchase Contract Agreement"; unless otherwise
defined herein, terms defined in the Purchase Contract Agreement are used herein
as defined therein), between the Company and you, as Purchase Contract Agent and
as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder
has elected to pay to the Securities Intermediary for deposit in the Collateral
Account, prior to or on 11:00 a.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date (in lawful money
of the United States by certified or cashiers' check or wire transfer, in
immediately available funds), $______ as the Purchase Price for the shares of
Common Stock issuable to such Holder by the Company under the related Purchase
Contracts on the Purchase Contract Settlement Date. The undersigned Holder
hereby instructs you to notify promptly the Collateral Agent of the undersigned
Holders' election to make such cash settlement with respect to the Purchase
Contracts related to such Holder's [STOCK PURCHASE UNITS] [TREASURY STOCK
PURCHASE UNITS].

Dated:
      ------------------------            --------------------------------------
                                          Signature

              Signature Guarantee:
                                  ------------------------------

Please print name and address of Registered Holder:



                                  Exhibit E-1
<PAGE>

                                                                       EXHIBIT F

                       NOTICE FROM PURCHASE CONTRACT AGENT
                    TO COLLATERAL AGENT AND PROPERTY TRUSTEE
              (SETTLEMENT OF PURCHASE CONTRACT THROUGH REMARKETING)

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

[                                             ]
[                                             ]
[                                             ]
Attention:
Telecopy:

                  Re:______________ Stock Purchase Units of El Paso Corporation,
                     a Delaware corporation (the "Company")

                  Please refer to the Purchase Contract Agreement, dated as of
_________, 2002 (the "Purchase Contract Agreement"; unless otherwise defined
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), between the Company and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the Holders of Stock Purchase Units from time
to time.

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

Date:                                          By:[                          ]
     ----------------------------


                                               ---------------------------------
                                               Name:
                                               Title:  Authorized Signatory



                                  Exhibit F-1