EXHIBIT 4.2


                             TEMPLE-INLAND INC.

                                    AND

                            JPMORGAN CHASE BANK,

                         AS PURCHASE CONTRACT AGENT



                        PURCHASE CONTRACT AGREEMENT

                          Dated as of May 1, 2002




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                                                  TABLE OF CONTENTS

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                                                     ARTICLE I.

                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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SECTION 1.1           Definitions................................................................................1

SECTION 1.2           Compliance Certificates And Opinions......................................................12

SECTION 1.3           Form Of Documents Delivered To Agent......................................................13

SECTION 1.4           Acts Of Holders; Record Dates.............................................................14

SECTION 1.5           Notices...................................................................................15

SECTION 1.6           Notice To Holders; Waiver.................................................................16

SECTION 1.7           Effect Of Headings And Table Of Contents..................................................16

SECTION 1.8           Successors And Assigns....................................................................16

SECTION 1.9           Separability Clause.......................................................................16

SECTION 1.10          Benefits Of Agreement.....................................................................16

SECTION 1.11          Governing Law.............................................................................17

SECTION 1.12          Legal Holidays............................................................................17

SECTION 1.13          Counterparts..............................................................................17

SECTION 1.14          Inspection Of Agreement...................................................................17


                                                     ARTICLE II.

                                                  CERTIFICATE FORMS

SECTION 2.1           Forms Of Certificates Generally...........................................................18

SECTION 2.2           Form Of Agent's Certificate Of Authentication.............................................19


                                                    ARTICLE III.

                                          THE UPPER DECS AND STRIPPED DECS

SECTION 3.1           Title And Terms; Denominations............................................................19

SECTION 3.2           Rights And Obligations Evidenced By The Certificates......................................19

SECTION 3.3           Execution, Authentication, Delivery And Dating............................................20

SECTION 3.4           Temporary Certificates....................................................................21

SECTION 3.5           Registration; Registration Of Transfer And Exchange.......................................21

SECTION 3.6           Book-Entry Interests......................................................................23

SECTION 3.7           Notices To Holders........................................................................23

SECTION 3.8           Appointment Of Successor Clearing Agency..................................................23

SECTION 3.9           Definitive Certificates...................................................................24

SECTION 3.10          Mutilated, Destroyed, Lost And Stolen Certificates........................................24

SECTION 3.11          Persons Deemed Owners.....................................................................25

SECTION 3.12          Cancellation..............................................................................26

SECTION 3.13          Establishment Of Stripped DECS............................................................26

SECTION 3.14          Reestablishment Of Upper DECS.............................................................28

SECTION 3.15          Transfer Of Collateral Upon Occurrence Of Termination Event...............................29

SECTION 3.16          No Consent To Assumption..................................................................30


                                                     ARTICLE IV.

                                                      THE NOTES

SECTION 4.1           Payment Of Interest; Rights To Interest Payments Preserved; Notice........................30

SECTION 4.2           Notice And Voting.........................................................................31

SECTION 4.3           Tax Event Redemption......................................................................31


                                                     ARTICLE V.

                                       THE PURCHASE CONTRACTS; THE REMARKETING

SECTION 5.1           Purchase Of Shares Of Common Stock........................................................32

SECTION 5.2           Contract Adjustment Payments..............................................................34

SECTION 5.3           Deferral Of Contract Adjustment Payments..................................................35

SECTION 5.4           Payment Of Purchase Price; Remarketing....................................................37

SECTION 5.5           Issuance Of Shares Of Common Stock........................................................41

SECTION 5.6           Adjustment Of Settlement Rate.............................................................42

SECTION 5.7           Notice Of Adjustments And Certain Other Events............................................48

SECTION 5.8           Termination Event; Notice.................................................................49

SECTION 5.9           Early Settlement..........................................................................49

SECTION 5.10          Early Settlement Upon Merger..............................................................51

SECTION 5.11          Charges And Taxes.........................................................................52

SECTION 5.12          No Fractional Shares......................................................................53

SECTION 5.13          Registration Statement and Prospectus.....................................................53


                                                     ARTICLE VI.

                                                      REMEDIES

SECTION 6.1           Unconditional Right Of Holders To Purchase Common Stock...................................54

SECTION 6.2           Restoration Of Rights And Remedies........................................................54

SECTION 6.3           Rights And Remedies Cumulative............................................................54

SECTION 6.4           Delay or Omission Not Waiver..............................................................54

SECTION 6.5           Undertaking For Costs.....................................................................54

SECTION 6.6           Waiver Of Stay Or Extension Laws..........................................................55


                                                    ARTICLE VII.

                                                      THE AGENT

SECTION 7.1           Certain Duties, Rights And Immunities.....................................................55

SECTION 7.2           Notice Of Default.........................................................................57

SECTION 7.3           Certain Rights Of Agent...................................................................57

SECTION 7.4           Not Responsible For Recitals, Etc.........................................................58

SECTION 7.5           May Hold Upper DECS and Stripped DECS And Other Dealings..................................58

SECTION 7.6           Money Held In Custody.....................................................................58

SECTION 7.7           Compensation And Reimbursement............................................................58

SECTION 7.8           Corporate Agent Required; Eligibility.....................................................59

SECTION 7.9           Resignation And Removal; Appointment Of Successor.........................................59

SECTION 7.10          Acceptance Of Appointment By Successor....................................................60

SECTION 7.11          Merger, Conversion, Consolidation Or Succession To Business...............................61

SECTION 7.12          Preservation Of Information; Communications To Holders....................................61

SECTION 7.13          Failure to Act............................................................................61

SECTION 7.14          No Obligations Of Agent...................................................................62

SECTION 7.15          Tax Compliance............................................................................62


                                                    ARTICLE VIII.

                                               SUPPLEMENTAL AGREEMENTS

SECTION 8.1           Supplemental Agreements Without Consent Of Holders........................................63

SECTION 8.2           Supplemental Agreements With Consent Of Holders...........................................63

SECTION 8.3           Execution Of Supplemental Agreements......................................................64

SECTION 8.4           Effect Of Supplemental Agreements.........................................................64

SECTION 8.5           Reference To Supplemental Agreements......................................................65


                                                     ARTICLE IX.

                                      CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1           Covenant Not To Merge, Consolidate, Sell Or Convey Property Except Under Certain Conditions65

SECTION 9.2           Rights And Duties Of Successor Corporation................................................65

SECTION 9.3           Opinion Of Counsel Given To Agent.........................................................66


                                                     ARTICLE X.

                                                      COVENANTS

SECTION 10.1          Performance Under Purchase Contracts......................................................66

SECTION 10.2          Maintenance Of Office Or Agency...........................................................66

SECTION 10.3          Company To Reserve Common Stock...........................................................67

SECTION 10.4          Covenants As To Common Stock..............................................................67

SECTION 10.5          Statements Of Officer Of The Company As To Default........................................67
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         PURCHASE CONTRACT AGREEMENT (the "Agreement"), dated as of May 1,
2002, between TEMPLE-INLAND INC., a Delaware corporation (the "Company"),
and JPMORGAN CHASE BANK, a New York banking corporation, acting as purchase
contract agent for the Holders of Upper DECS and Stripped DECS from time to
time (the "Agent").

                                  RECITALS

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

         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 Agent, as provided in this
Agreement, the valid obligations of the Company, and to constitute this
Agreement a valid agreement of the Company, in accordance with its terms,
have been done.

                                WITNESSETH:

         For and in consideration of the premises and the purchase of the
Upper DECS by the Holders thereof, it is mutually agreed as follows:

                                 Article I

                     DEFINITIONS AND OTHER PROVISIONS
                           OF GENERAL APPLICATION

         SECTION 1.1 Definitions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise
requires:

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

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

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

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

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

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

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

         "Agent-purchased Treasury Consideration" has the meaning specified
in Section 5.4(b)(i).

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

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

         "Applicable Ownership Interest" means, with respect to an Upper
DECS and the Treasury Securities in the Treasury Portfolio, (A) a 1/20, or
5.0%, undivided beneficial ownership interest in a $1,000 principal or
interest amount of a principal or interest strip in a U.S. Treasury
security included in such Treasury Portfolio that matures on or prior to
the Stock Purchase Date and (B) for the scheduled interest Payment Date on
the Notes that occurs on the Stock Purchase Date, in the case of a
successful remarketing, or for each scheduled interest Payment Date on the
Notes that occurs after the Tax Event Redemption Date and on or before the
Stock Purchase Date, in the case of a Tax Event Redemption, a 5.0%
undivided beneficial ownership interest in a $1,000 principal or interest
amount of a principal or interest strip in a U.S. Treasury security
included in the Treasury Portfolio that matures on or prior to that
interest Payment Date or Dates.

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

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

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

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

         "Board Resolution" means (i) a copy of a resolution certified by
the Secretary or the Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, (ii) a copy of a unanimous written consent of
the Board of Directors or (iii) a certificate signed by the authorized
officer or officers to whom the Board of Directors has delegated its
authority, and in each case, delivered to the Agent.

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

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

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

         "Cash Merger" has the meaning set forth in Section 5.10.

         "Cash Settlement" has the meaning set forth in Section 5.4(a).

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

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

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

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

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

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

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

         "Common Stock" means the common stock, par value $1.00 per share,
of the Company.

         "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 specified in Section 5.6(b).

         "Contract Adjustment Payments" means, in the case of Upper DECS
and Stripped DECS, the amount payable by the Company in respect of each
Purchase Contract constituting a part of such Upper DECS or Stripped DECS,
equal to 1.08% per year of the Stated Amount, in each case computed on the
basis of a 360-day year of twelve 30-day months, plus any Deferred Contract
Adjustment Payments accrued pursuant to Section 5.3.

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

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

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

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

         "Deferred Contract Adjustment Payments" has the meaning specified
in Section 5.3.

         "Depositary" means, initially, DTC, until another Clearing Agency
becomes its successor.

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

         "Early Settlement" has the meaning specified in Section 5.9(a).

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

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

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

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

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

         "Expiration Time" has the meaning specified in Section 5.6(a)(6).

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

         "Fair Market Value" with respect to securities distributed in a
Spin-Off means (a) in the case of any Spin-Off that is effected
simultaneously with an initial public offering of such securities, the
initial public offering price of those securities, and (b) in the case of
any other Spin-Off, the average of the Sale Prices of those securities over
the first 10 Trading Days after the effective date of such Spin-Off.

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

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

         "Indenture" means the Indenture, dated as of September 1, 1986,
between the Company and the Trustee, as amended by the first supplemental
indenture, dated as of April 15, 1988, the second supplemental indenture,
dated as of December 27, 1990, and the third supplemental indenture, dated
as of May 9, 1991, and as further supplemented by any officers' certificate
or supplemental indenture.

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

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

         "Merger Early Settlement" has the meaning specified in Section
5.10.

         "Merger Early Settlement Amount" has the meaning specified in
Section 5.10.

         "Merger Early Settlement Date" has the meaning specified in
Section 5.10.

         "Non-electing Share" has the meaning specified in Section 5.6(b).

         "Notes" means the series of senior debt securities of the Company
designated the 6.42% Senior Notes due 2007, to be issued under the
Indenture.

         "NYSE" has the meaning specified in Section 5.1.

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

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

         "Opt-out Treasury Consideration" has the meaning specified in
Section 5.4(b)(iv).

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

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

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

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

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

         "Payment Date" means each February 17, May 17, August 17 and
November 17, commencing August 17, 2002.

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

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

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

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

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

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

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

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

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

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

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

         "Purchase Contract Settlement Fund" has the meaning specified in
Section 5.5.

         "Purchase Price" has the meaning specified in Section 5.1.

         "Purchased Shares" has the meaning specified in Section 5.6(a)(6).

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

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

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

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

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

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

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

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

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

         "Remarketing Date" means the third Business Day immediately
preceding February 17, 2005.

         "Remarketing Fee" has the meaning specified in Section 5.4(b)(i).

         "Remarketing Period" means the three Business Day period either
(i) beginning on the Remarketing Date and ending after the two immediately
following Business Days; (ii) immediately preceding April 6, 2005; or (iii)
immediately preceding May 17, 2005.

         "Remarketing Value" means the sum of

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

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

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

         "Reorganization Event" has the meaning specified in Section 5.6(b).

         "Reset Rate" has the meaning specified in Section 5.4(b)(i) and
shall be established pursuant to Section 5.4(b)(i) or (ii), as appropriate.

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

         "Sale Price" of the Common Stock or any securities distributed in
a Spin-Off, as the case may be, on any Trading Day means the closing sale
price per share (or if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of
the average bid and the average asked prices) on such Trading Day as
reported in composite transactions for the principal U.S. securities
exchange on which the Common Stock or such securities are traded or, if the
Common Stock or such securities are not listed on a U.S. national or
regional securities exchange, as reported by Nasdaq.

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

         "Securities Intermediary" means Bank One Trust Company, N.A., a
national banking association, in its capacity as Securities Intermediary
under the Pledge Agreement, together with its successors in such capacity.

         "Separate Notes" has the meaning set forth in the Pledge
Agreement.

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

         "Settlement Rate" has the meaning specified in Section 5.1.

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

         "Stated Amount" means, with respect to any one Note, Upper DECS or
Stripped DECS, $50.

         "Stock Purchase Date" means May 17, 2005.
         "Stripped DECS" means the collective rights and obligations of a
holder of a Stripped DECS Certificate in respect of a 1/20 undivided
beneficial interest in a Treasury Security, subject in each case to the
Pledge thereof, and the related Purchase Contract.

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

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

         "Subsequent Remarketing Date" means, provided there has been one
or more Failed Remarketings, the date on which the Remarketing Agent has
consummated a successful remarketing in accordance with Section 5.4 hereof,
such date to be no later than the Business Day immediately preceding the
Stock Purchase Date.

         "Tax Event" means the receipt by the Company of an opinion of a
nationally recognized tax counsel experienced in such matters, which may be
Skadden, Arps, Slate, Meagher & Flom LLP, to the effect that there is more
than an insubstantial risk that interest payable by the Company on the
Notes on the next Payment Date would not be deductible, in whole or in
part, by the Company for United States federal income tax purposes, as a
result of (a) any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States
or any political subdivision or taxing authority thereof or therein
affecting taxation, (b) any amendment to or change in an official
interpretation or application of such laws or regulations by any
legislative body, court, governmental agency or regulatory authority or (c)
any official interpretation or pronouncement that provides for a position
with respect to such laws or regulations that differs from the generally
accepted position on April 25, 2002, which amendment, change or proposed
change is effective or which interpretation or pronouncement is announced
on or after April 25, 2002.

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

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

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

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

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

                           (ii) at any time on or prior to the Stock
                  Purchase Date, a judgment, decree or court order for the
                  appointment of a receiver or liquidator or trustee or
                  assignee in bankruptcy or insolvency of the Company or of
                  its property, or for the winding up or liquidation of its
                  affairs, shall have been entered, and, unless such
                  judgment, decree or order shall have been entered within
                  60 days prior to the Stock Purchase Date, 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 Stock
                  Purchase Date, the Company shall file a petition for
                  relief under the Bankruptcy Code or any other similar
                  federal or state law, or shall consent to the filing of a
                  bankruptcy proceeding against it, or shall file a
                  petition or answer or consent seeking reorganization or
                  liquidation under the Bankruptcy Code or any other
                  similar federal or state law, or shall consent to the
                  filing of any such petition, or shall consent to the
                  appointment of a receiver or liquidator or trustee or
                  assignee in bankruptcy or insolvency of it or of its
                  property, or shall make an assignment for the benefit of
                  creditors, or shall admit in writing its inability to pay
                  its debts generally as they become due.

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

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

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

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

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

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

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

         "Treasury Security" means a zero-coupon U.S. Treasury security
(CUSIP Number 912803AD5) maturing on May 15, 2005 that will pay $1,000 on
such maturity date.

         "Trustee" means JP Morgan Chase Bank (formerly known as The Chase
Manhattan Bank and Chemical Bank), a New York banking corporation, as
trustee under the Indenture, or any successor thereto.

         "Underwriting Agreement" means the Underwriting Agreement relating
to the Upper DECS and Stripped DECS dated April 25, 2002 among the Company
and the underwriters named therein.

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

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

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

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

         SECTION 1.2 Compliance Certificates And Opinions. Except as
otherwise expressly provided by this Agreement, upon any application or
request by the Company to the Agent to take any action under any provision
of this Agreement, the Company shall furnish to the Agent an Officer's
Certificate stating that all conditions precedent, if any, provided for in
this Agreement relating to the proposed action have been complied with and,
if requested by the Agent, an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by
any provision of this Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

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

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

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

         SECTION 1.3 Form Of Documents Delivered To Agent.

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

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

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

         SECTION 1.4 Acts Of Holders; Record Dates.

                  (a) Any request, demand, authorization, direction,
         notice, consent, waiver or other action provided by this Agreement
         to be given or taken by Holders may be embodied in and evidenced
         by one or more instruments of substantially similar tenor signed
         by such Holders in person or by 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 Agent and, where it is hereby expressly required,
         to the Company. Such instrument or instruments (and the action
         embodied therein and evidenced thereby) are herein sometimes
         referred to as the "Act" of the Holders signing such instrument or
         instruments. Proof of execution of any such instrument or of a
         writing appointing any such agent shall be sufficient for any
         purpose of this Agreement and (subject to Section 7.1) conclusive
         in favor of the Agent and the Company, if made in the manner
         provided in this Section.

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

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

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

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

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

         SECTION 1.5 Notices. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Agreement to be made upon, given or furnished
to, or filed with:

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

                  (b) the Company by the Agent or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing
         and personally delivered, mailed, first-class postage prepaid,
         telecopied or delivered by overnight air courier guaranteeing next
         day delivery, to the Company at Temple-Inland Inc., 303 South
         Temple Drive, Diboll, Texas 75941, Attention: Secretary, telecopy:
         936-829-3333 or at any other address furnished in writing to the
         Agent by the Company; or

                  (c) the Collateral Agent by the Agent, the Company or any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if made, given, furnished or
         filed in writing and personally delivered, mailed, first-class
         postage prepaid, telecopied or delivered by overnight air courier
         guaranteeing next day delivery, addressed to the Collateral Agent
         at Bank One Trust Company, N.A., 1 Bank One Plaza, Chicago,
         Illinois 60670, Attention: Corporate Trust Administration,
         telecopy: 312-336-8840/1, or at any other address furnished in
         writing by the Collateral Agent to the Agent, the Company and the
         Holders; or

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

         SECTION 1.6 Notice To Holders; Waiver.

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

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

         SECTION 1.7 Effect Of Headings And Table Of Contents. The Article
and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.

         SECTION 1.8 Successors And Assigns. All covenants and agreements
in this Agreement by the Company shall bind its successors and assigns,
whether so expressed or not.

         SECTION 1.9 Separability Clause. In case any provision in this
Agreement or in the Upper DECS or Stripped DECS shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the
remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

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

         SECTION 1.11 Governing Law. This Agreement and the Upper DECS and
Stripped DECS shall be governed by and construed in accordance with the
laws of the State of New York, without regard to its principles of
conflicts of laws.

         SECTION 1.12 Legal Holidays.

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

                  (b) If any date on which Contract Adjustment Payments are
         to be made on the Purchase Contracts is not a Business Day, then
         payment of the Contract Adjustment Payments payable on that date
         will be made on the next succeeding day which is a Business Day,
         and no interest or additional payment will be paid in respect of
         the delay. However, if that Business Day is in the next succeeding
         calendar year, the payment will be made on the immediately
         preceding Business Day with the same force and effect as if made
         on that Payment Date.

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

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

         SECTION 1.14 Inspection Of Agreement. A copy of this Agreement
shall be available at all reasonable times during normal business hours at
the Corporate Trust Office for inspection by any Holder.

                                Article II.

                             CERTIFICATE FORMS

         SECTION 2.1 Forms Of Certificates Generally.

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

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

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

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

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

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

         SECTION 2.2 Form Of Agent's Certificate Of Authentication.

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

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

                               Article III.

                      THE UPPER DECS AND STRIPPED DECS

         SECTION 3.1 Title And Terms; Denominations.

                  (a) The aggregate number of Upper DECS and Stripped DECS,
         if any, evidenced by Certificates authenticated, executed on
         behalf of the Holders and delivered hereunder is limited to
         6,000,000 (6,900,000 if the Underwriters' (as defined in the
         Underwriting Agreement) over-allotment option pursuant to the
         Underwriting Agreement is exercised in full), except for
         Certificates authenticated, executed and delivered upon
         registration of transfer of, in exchange for, or in lieu of, other
         Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9,
         5.10 or 8.5.

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

         SECTION 3.2 Rights And Obligations Evidenced By The Certificates.

                  (a) Each Upper DECS Certificate shall evidence the number
         of Upper DECS specified therein, with each such Upper DECS
         representing the ownership by the Holder thereof of a beneficial
         interest in a Note or the appropriate Treasury Consideration or
         Applicable Ownership Interest in the Treasury Portfolio, as the
         case may be, subject to the Pledge of such Note or such Treasury
         Consideration or Applicable Ownership Interest in the Treasury
         Portfolio, as the case may be, by such Holder pursuant to the
         Pledge Agreement, and the rights and obligations of the Holder
         thereof and the Company under one Purchase Contract. The Agent as
         attorney-in-fact for, and on behalf of, the Holder of each Upper
         DECS shall pledge, pursuant to the Pledge Agreement, the Note or
         the appropriate Treasury Consideration or Applicable Ownership
         Interest in the Treasury Portfolio, as the case may be, forming a
         part of such Upper DECS, to the Collateral Agent and grant to the
         Collateral Agent a security interest in the right, title, and
         interest of such Holder in such Note or such Treasury
         Consideration or Applicable Ownership Interest in the Treasury
         Portfolio, as the case may be, for the benefit of the Company, to
         secure the obligation of the Holder under each Purchase Contract
         to purchase the Common Stock of the Company. Prior to the purchase
         of shares of Common Stock under each Purchase Contract, such
         Purchase Contracts shall not entitle the Holders of Upper DECS
         Certificates to any of the rights of a holder of shares of Common
         Stock, including, without limitation, the right to vote or receive
         any dividends or other payments or to consent or to receive notice
         as stockholders in respect of the meetings of stockholders or for
         the election of directors of the Company or for any other matter,
         or any other rights whatsoever as stockholders of the Company.

                  (b) Each Stripped DECS Certificate shall evidence the
         number of Stripped DECS specified therein, with each such Stripped
         DECS representing the ownership by the Holder thereof of a 1/20
         undivided beneficial interest in a Treasury Security, subject to
         the Pledge of such interest in such Treasury Security by such
         Holder pursuant to the Pledge Agreement, and the rights and
         obligations of the Holder thereof and the Company under one
         Purchase Contract. Prior to the purchase of shares of Common Stock
         under each Purchase Contract, such Purchase Contracts shall not
         entitle the Holders of Stripped DECS Certificates to any of the
         rights of a holder of shares of Common Stock, including, without
         limitation, the right to vote or receive any dividends or other
         payments or to consent or to receive notice as stockholders in
         respect of the meetings of stockholders or for the election of
         directors of the Company or for any other matter, or any other
         rights whatsoever as stockholders of the Company.

         SECTION 3.3 Execution, Authentication, Delivery And Dating.

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

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

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

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

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

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

         SECTION 3.4 Temporary Certificates.

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

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

         SECTION 3.5 Registration; Registration Of Transfer And Exchange.

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

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

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

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

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

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

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

                           (i) if the Stock Purchase Date has occurred,
                  deliver the shares of Common Stock issuable in respect of
                  the Purchase Contracts forming a part of the Upper DECS
                  or Stripped DECS, as the case may be, evidenced by such
                  Certificate,

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

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

         SECTION 3.6 Book-Entry Interests. The Certificates, on original
issuance, will be issued in the form of one or more, fully registered
Global Certificates, to be delivered to the Depositary or its custodian by,
or on behalf of, the Company. Such Global Certificate shall initially be
registered in the applicable Register in the name of Cede & Co., the
nominee of the Depositary, and no Beneficial Owner will receive a
definitive Certificate representing such Beneficial Owner's interest in
such Global Certificate, except as provided in Section 3.9. The Agent shall
enter into an agreement with the Depositary if so requested by the Company.
Unless and until definitive, fully registered Certificates have been issued
to Beneficial Owners pursuant to Section 3.9:

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

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

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

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

         SECTION 3.7 Notices To Holders. Whenever a notice or other
communication to the Holders is required to be given under this Agreement,
the Company or the Company's agent shall give such notices and
communications to the Holders and, with respect to any Upper DECS or
Stripped DECS registered in the name of a Clearing Agency or the nominee of
a Clearing Agency, the Company or the Company's agent shall, except as set
forth herein, have no obligations to the Beneficial Owners.

         SECTION 3.8 Appointment Of Successor Clearing Agency. If any
Clearing Agency elects to discontinue its services as securities depositary
with respect to the Upper DECS and Stripped DECS, the Company may, in its
sole discretion, appoint a successor Clearing Agency with respect to the
Upper DECS and Stripped DECS.

         SECTION 3.9 Definitive Certificates. If

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

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

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

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

         SECTION 3.10 Mutilated, Destroyed, Lost And Stolen Certificates.

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

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

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

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

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

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

         SECTION 3.11 Persons Deemed Owners.

                  (a) Prior to due presentment of a Certificate for
         registration of transfer, the Company and the Agent, and any agent
         of the Company or the Agent, may treat the Person in whose name
         such Certificate is registered as the owner of the Upper DECS or
         Stripped DECS, as the case may be, evidenced thereby, for the
         purpose of receiving interest payments on the Notes, receiving
         payment of Contract Adjustment Payments, performance of the
         Purchase Contracts and for all other purposes whatsoever (subject
         to Sections 4.1(a) and 5.2(a)), whether or not any such payments
         shall be overdue and notwithstanding any notice to the contrary,
         and neither the Company nor the Agent, nor any agent of the
         Company or the Agent, shall be affected by notice to the contrary.

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

         SECTION 3.12 Cancellation.

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

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

         SECTION 3.13 Establishment Of Stripped DECS.

                  (a) A Holder may separate the Pledged Notes, Pledged
         Treasury Consideration or Pledged Applicable Ownership Interest in
         the Treasury Portfolio, as applicable, from the related Purchase
         Contracts in respect of the Upper DECS held by such Holder by
         substituting for such Pledged Notes, Pledged Treasury
         Consideration or Pledged Applicable Ownership Interest in the
         Treasury Portfolio, as the case may be, Treasury Securities that
         will pay, on the Stock Purchase Date, an amount equal to the
         aggregate principal amount of such Notes or the appropriate
         Treasury Consideration or Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) in the
         Treasury Portfolio (a "Collateral Substitution"), at any time from
         and after the date of this Agreement and on or prior to the second
         Business Day immediately preceding the Stock Purchase Date, by (i)
         depositing with the Collateral Agent Treasury Securities having an
         aggregate principal amount equal to the aggregate Stated Amount of
         such Upper DECS, and (ii) transferring the related Upper DECS to
         the Agent accompanied by a notice to the Agent, substantially in
         the form of Exhibit D hereto, stating that the Holder has
         transferred the relevant amount of Treasury Securities to the
         Collateral Agent and requesting that the Agent instruct the
         Collateral Agent to release the Pledged Notes, Pledged Treasury
         Consideration or Pledged Applicable Ownership Interest of the
         Treasury Portfolio, as the case may be, underlying such Upper
         DECS, whereupon the Agent shall promptly give such instruction to
         the Collateral Agent, substantially in the form of Exhibit C
         hereto. Notwithstanding the foregoing, a Holder may not separate
         the Pledged Notes, Pledged Treasury Consideration or Pledged
         Applicable Ownership Interest of the Treasury Portfolio, as the
         case may be, from the related Purchase Contracts in respect of the
         Upper DECS held by such Holder during the periods beginning on the
         fourth Business Day prior to any Remarketing Period and ending on
         the third Business Day after the end of such Remarketing Period.
         Upon receipt of the Treasury Securities described in clause (i)
         above and the instruction described in clause (ii) above, in
         accordance with the terms of the Pledge Agreement, the Collateral
         Agent will release to the Agent, on behalf of the Holder, such
         Pledged Notes, Pledged Treasury Consideration or Pledged
         Applicable Ownership Interest of the Treasury Portfolio, as the
         case may be, from the Pledge, free and clear of the Company's
         security interest therein, and upon receipt thereof the Agent
         shall promptly:

                           (i) cancel the related Upper DECS;

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

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

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

                  (c) Holders may make Collateral Substitutions (i) if
         Treasury Securities are being substituted for Pledged Notes, only
         in integral multiples of 20 Upper DECS, or (ii) if the Collateral
         Substitutions occur after the Remarketing Date or any Subsequent
         Remarketing Date, or after a Tax Event Redemption, as the case may
         be, only in integral multiples of Upper DECS such that the
         Treasury Securities to be deposited and the Treasury Consideration
         or the Applicable Ownership Interest in the Treasury Portfolio to
         be released are in integral multiples of $1,000.

                  (d) In the event a Holder making a Collateral
         Substitution pursuant to this Section 3.13 fails to effect a
         book-entry transfer of the Upper DECS or fails to deliver an Upper
         DECS Certificate to the Agent after depositing Treasury Securities
         with the Collateral Agent, the Pledged Notes or Pledged Treasury
         Consideration or Pledged Applicable Ownership Interest of the
         Treasury Portfolio, as the case may be, constituting a part of
         such Upper DECS, and any distributions on such Pledged Notes or
         Pledged Treasury Consideration or Pledged Applicable Ownership
         Interest of the Treasury Portfolio, as the case may be, shall be
         held in the name of the Agent or its nominee in trust for the
         benefit of such Holder, until such Upper DECS are so transferred
         or the Upper DECS Certificate is so delivered, as the case may be,
         or, with respect to an Upper DECS Certificate, such Holder
         provides evidence satisfactory to the Company and the Agent that
         such Upper DECS Certificate has been destroyed, lost or stolen,
         together with any indemnity that may be required by the Agent and
         the Company.

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

         SECTION 3.14 Reestablishment Of Upper DECS.

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

                           (i) cancel the related Stripped DECS;

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

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

                  (b) Holders of Stripped DECS may reestablish Upper DECS
         (i) only in integral multiples of 20 Stripped DECS for 20 Upper
         DECS or (ii) if the reestablishment occurs after a successful
         remarketing, or after a Tax Event Redemption, only in integral
         multiples of Stripped DECS such that the Treasury Consideration or
         Applicable Ownership Interest in the Treasury Portfolio, as the
         case may be, to be deposited and the Treasury Securities to be
         released are in integral multiples of $1,000.

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

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

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

         SECTION 3.15 Transfer Of Collateral Upon Occurrence Of Termination
Event. Upon the occurrence of a Termination Event and the transfer to the
Agent of the Notes, the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, or the Treasury Securities,
as the case may be, underlying the Upper DECS and the Stripped DECS
pursuant to the terms of the Pledge Agreement, the Agent shall request
transfer instructions with respect to such Notes or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, or Treasury Securities, as the case may be, from each Holder by
written request mailed to such Holder at its address as it appears in the
Upper DECS Register or the Stripped DECS Register, as the case may be. Upon
book-entry transfer of the Upper DECS or Stripped DECS, as the case may be,
or delivery of an Upper DECS Certificate or Stripped DECS Certificate to
the Agent with such transfer instructions, the Agent shall transfer the
Notes, the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio or Treasury Securities, as the case may
be, underlying such Upper DECS or Stripped DECS, as the case may be, to
such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions. In the event a Holder of Upper DECS or
Stripped DECS fails to effect such transfer or delivery, the Notes, the
appropriate Treasury Consideration, Treasury Securities or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be,
underlying such Upper DECS or Stripped DECS, as the case may be, and any
distributions thereon, shall be held in the name of the Agent or its
nominee in trust for the benefit of such Holder, until such Upper DECS or
Stripped DECS, as the case may be, are transferred or the Upper DECS
Certificate or Stripped DECS Certificate is surrendered or such Holder
provides satisfactory evidence that such Upper DECS Certificate or Stripped
DECS Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Agent and the Company.

         SECTION 3.16 No Consent To Assumption. Each Holder of an Upper
DECS or Stripped DECS, as the case may be, 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, any receiver, liquidator or person or entity performing
similar functions or its trustee in the event that the Company becomes the
debtor under the Bankruptcy Code or subject to other similar state or
federal law providing for reorganization or liquidation.

                                Article IV.

                                 THE NOTES

         SECTION 4.1 Payment Of Interest; Rights To Interest Payments
Preserved; Notice.

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

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

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

                  (d) By purchasing and accepting the Upper DECS or the
         Separate Notes, a Holder of the Upper DECS or a holder of the
         Separate Notes, as the case may be, will be deemed to have agreed
         to treat for all U.S. federal income tax purposes the Notes
         forming a part of such Upper DECS or the Separate Notes, as the
         case may be, as "contingent payment debt instrument" as the term
         is used in Treasury regulations section 1275-4.

         SECTION 4.2 Notice And Voting. Under the terms of the Pledge
Agreement, the Agent will be entitled to exercise the voting and any other
consensual rights pertaining to the Pledged Notes but only to the extent
instructed by the Holders as described below. Upon receipt of notice of any
meeting at which holders of Notes are entitled to vote or upon any
solicitation of consents, waivers or proxies of holders of Notes, the Agent
shall, as soon as practicable thereafter, mail to the Holders of Upper DECS
a notice (a) containing such information as is contained in the notice or
solicitation, (b) stating that each Holder on the record date set by the
Agent therefor (which, to the extent possible, shall be the same date as
the record date for determining the holders of Notes entitled to vote)
shall be entitled to instruct the Agent as to the exercise of the voting
rights pertaining to the Pledged Notes underlying their Upper DECS and (c)
stating the manner in which such instructions may be given. Upon the
written request of the Holders of Upper DECS on such record date, the Agent
shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum
number of Pledged Notes as to which any particular voting instructions are
received. In the absence of specific instructions from the Holder of an
Upper DECS, the Agent shall abstain from voting the Pledged Note underlying
such Upper DECS. The Company hereby agrees, if applicable, to solicit
Holders of Upper DECS to timely instruct the Agent in order to enable the
Agent to vote such Pledged Notes.

         SECTION 4.3 Tax Event Redemption. Upon the occurrence of a Tax
Event Redemption prior to the successful remarketing of the Notes, the
Company may elect to instruct in writing the Collateral Agent to apply, and
upon such written instruction, the Collateral Agent shall apply, out of the
aggregate Redemption Price for the Notes that are components of Upper DECS,
an amount equal to the aggregate Redemption Amount for the Notes that are
components of Upper DECS to purchase on behalf of the Holders of Upper DECS
the Treasury Portfolio and promptly remit the remaining portion of such
Redemption Price to the Agent for payment to the Holders of such Upper
DECS. The Treasury Portfolio will be substituted for the Pledged Notes, and
will be pledged to the Collateral Agent in accordance with the terms of the
Pledge Agreement to secure the obligation of each Holder of an Upper DECS
to purchase the Common Stock under the Purchase Contract constituting a
part of such Upper DECS. Following the occurrence of a Tax Event Redemption
prior to a successful remarketing of the Notes, the Holders of Upper DECS
and the Collateral Agent shall have such security interests, rights and
obligations with respect to the Treasury Portfolio as the Holder of Upper
DECS and the Collateral Agent had in respect of the Notes, as the case may
be, subject to the Pledge thereof as provided in Articles II, III, IV, V
and VI of the Pledge Agreement, and any reference herein or in the
Certificates to the Note shall be deemed to be a reference to such Treasury
Portfolio and any reference herein or in the Certificates to interest on
the Notes shall be deemed to be a reference to corresponding distributions
on the Treasury Portfolio. The Company may cause to be made in any Upper
DECS Certificates thereafter to be issued such change in phraseology and
form (but not in substance) as may be appropriate to reflect the
substitution of the Treasury Portfolio for Notes as collateral.

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

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

                                Article V.

                  THE PURCHASE CONTRACTS; THE REMARKETING

         SECTION 5.1 Purchase Of Shares Of Common Stock.

                  (a) Each Purchase Contract shall, unless an Early
         Settlement has occurred in accordance with Section 5.9, or a
         Merger Early Settlement has occurred in accordance with Section
         5.10, obligate the Holder of the related Upper DECS or Stripped
         DECS, as the case may be, to purchase, and the Company to sell, on
         the Stock Purchase Date at a price equal to $50 (the "Purchase
         Price"), a number of newly issued shares of Common Stock equal to
         the Settlement Rate unless, on or prior to the Stock Purchase
         Date, there shall have occurred a Termination Event with respect
         to the Upper DECS or Stripped DECS, as the case may be, 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 $63.44 (the "Threshold
                  Appreciation Price"), 0.7881 shares of Common Stock per
                  Purchase Contract,

                           (ii) if the Applicable Market Value is less than
                  the Threshold Appreciation Price, but is greater than
                  $52.00 (the "Reference Price"), the number of shares of
                  Common Stock per Purchase Contract equal to the Stated
                  Amount of the related Upper DECS or Stripped DECS, as the
                  case may be, divided by the Applicable Market Value, and

                           (iii) if the Applicable Market Value is equal to
                  or less than the Reference Price, 0.9615 shares of Common
                  Stock per Purchase Contract,

         in each case subject to adjustment as provided in Section 5.6 (and
         in each case rounded upward or downward to the nearest 1/10,000th
         of a share). As provided in Section 5.12, no fractional shares of
         Common Stock will be issued upon settlement of Purchase Contracts.

                  (b) No fractional shares of Common Stock will be issued
         by the Company with respect to the payment of Contract Adjustment
         Payments on the Stock Purchase Date. In lieu of fractional shares
         otherwise issuable with respect to such payment of Contract
         Adjustment Payments, the Holder will be entitled to receive an
         amount in cash as provided in Section 5.12.

                  (c) 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 Stock Purchase Date. The "Closing Price"
         of the Common Stock on any date of determination means the closing
         sale price (or, if no closing price is reported, the last reported
         sale price) of the Common Stock on the New York Stock Exchange
         (the "NYSE") on such date or, if the Common Stock is not listed
         for trading on the NYSE on any such date, as reported in the
         composite transactions for the principal United States securities
         exchange on which the Common Stock is so listed, or if the Common
         Stock is not so listed on a United States national or regional
         securities exchange, as reported by The Nasdaq Stock Market, or,
         if the Common Stock is not so reported, the last quoted bid price
         for the Common Stock in the over-the-counter market as reported by
         the National Quotation Bureau or similar organization, or, if such
         bid price is not available, the market value of the Common Stock
         on such date as determined by a nationally recognized independent
         investment banking firm retained for this purpose by the Company.
         A "Trading Day" means a day on which the Common Stock (A) is not
         suspended from trading on any national or regional securities
         exchange or association or over-the-counter market at the close of
         business and (B) has traded at least once on the national or
         regional securities exchange or association or over-the-counter
         market that is the primary market for the trading of the Common
         Stock.

                  (d) Each Holder of an Upper DECS or Stripped DECS, as the
         case may be, by its acceptance thereof, irrevocably authorizes the
         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), agrees to be bound by the
         terms and provisions thereof, covenants and agrees to perform its
         obligations under such Purchase Contracts, and consents to the
         provisions hereof, irrevocably authorizes the Agent as its
         attorney-in-fact to enter into and perform the Pledge Agreement on
         its behalf as its attorney-in-fact, and consents to and agrees to
         be bound by the Pledge of the Notes, the appropriate Treasury
         Consideration or Applicable Ownership Interest in the Treasury
         Portfolio, or the Treasury Securities, pursuant to the Pledge
         Agreement; provided that upon a Termination Event, the rights of
         the Holder of such Upper DECS or Stripped DECS, as the case may
         be, under the Purchase Contract may be enforced without regard to
         any other rights or obligations. Each Holder of an Upper DECS or
         Stripped DECS, as the case may be, by its acceptance thereof,
         further covenants and agrees, that, to the extent and in the
         manner provided in Section 5.4 and the Pledge Agreement, but
         subject to the terms thereof, payments in respect of the Notes,
         the appropriate Treasury Consideration or Applicable Ownership
         Interest in the Treasury Portfolio, or the Treasury Securities to
         be paid upon settlement of such Holder's obligations to purchase
         Common Stock under the Purchase Contract, shall be paid on the
         Stock Purchase Date by the Collateral Agent to the Company in
         satisfaction of such Holder's obligations under such Purchase
         Contract.

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

         SECTION 5.2 Contract Adjustment Payments.

                  (a) Contract Adjustment Payments shall accrue on each
         Purchase Contract constituting a part of an Upper DECS or Stripped
         DECS at 1.08% per year of the Stated Amount of such Upper DECS or
         Stripped DECS, from May 1, 2002 through and including the Stock
         Purchase Date, provided that no Contract Adjustment Payment shall
         accrue after an Early Settlement or Merger Early Settlement.
         Subject to Section 5.3 herein, the Company shall pay, on each
         Payment Date, the Contract Adjustment Payments, if any, payable in
         respect of each Purchase Contract to the Person in whose name a
         Certificate (or one or more Predecessor Certificates) is
         registered at the close of business on the Record Date immediately
         preceding such Payment Date in such coin or currency of the United
         States as at the time of payment shall be legal tender for
         payments. The Contract Adjustment Payments, if any, will be
         payable at the office in New York, New York, maintained for that
         purpose or, at the option of the Company, by check mailed to the
         address of the Person entitled thereto at such Person's address as
         it appears on the Register or by wire transfer to the account
         designated to the Agent by a prior written notice by such Person
         delivered at least five Business Days prior to the applicable
         Payment Date.

                  (b) Upon the occurrence of a Termination Event, the
         Company's obligation to pay Contract Adjustment Payments
         (including any accrued Deferred Contract Adjustment Payments), if
         any, 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
         re-establishment of an Upper DECS) any other Certificate shall
         carry the rights to Contract Adjustment Payments, if any, accrued
         and unpaid, and to accrue Contract Adjustment Payments, if any,
         which were carried by the Purchase Contracts underlying such other
         Certificates.

                  (d) Subject to Sections 5.9 and 5.10, in the case of any
         Upper DECS or Stripped DECS, as the case may be, with respect to
         which Early Settlement or Merger Early Settlement of the
         underlying Purchase Contract is effected on an Early Settlement
         Date or a Merger Early Settlement Date, respectively, or in
         respect of which Cash Settlement of the underlying Purchase
         Contract is effected on the Business Day immediately preceding the
         Stock Purchase Date, or with respect to which a Collateral
         Substitution or an establishment or re-establishment of an Upper
         DECS pursuant to Section 3.14 is effected, in each case on a date
         that is after any Record Date and on or prior to the next
         succeeding Payment Date, Contract Adjustment Payments on the
         Purchase Contract underlying such Upper DECS or Stripped DECS, as
         the case may be, otherwise payable on such Payment Date shall be
         payable on such Payment Date notwithstanding such Cash Settlement,
         Early Settlement, Merger Early Settlement, Collateral Substitution
         or establishment or re-establishment of Upper DECS, and such
         Contract Adjustment Payments shall be paid to the Person in whose
         name the Certificate evidencing such Upper DECS or Stripped DECS
         (or one or more Predecessor Certificates) 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 Upper DECS or Stripped DECS with respect to which Cash
         Settlement, Early Settlement, Merger Early Settlement of the
         underlying Purchase Contract is effected on the Business Day
         immediately preceding the Stock Purchase Date, an Early Settlement
         Date or Merger Early Settlement Date, as the case may be, or with
         respect to which a Collateral Substitution or an establishment or
         re-establishment of an Upper DECS has been effected, Contract
         Adjustment Payments, if any, that would otherwise be payable after
         the Early Settlement Date, or Merger Early Settlement Date,
         Collateral Substitution or such establishment or re-establishment
         with respect to such Purchase Contract shall not be payable.

         SECTION 5.3 Deferral Of Contract Adjustment Payments.

                  (a) The Company shall have the right, at any time prior
         to the Stock Purchase Date, to defer the payment of any or all of
         the Contract Adjustment Payments otherwise payable on any Payment
         Date, but only if the Company shall give the Holders and the Agent
         written notice of its election to defer each such deferred
         Contract Adjustment 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 Contract Adjustment Payments to the NYSE or other
         applicable self-regulatory organization or to Holders of the Upper
         DECS and Stripped DECS, but in any event not less than one
         Business Day prior to such Record Date. Any Contract Adjustment
         Payments so deferred shall, to the extent permitted by law, bear
         additional Contract Adjustment Payments thereon at the rate of
         6.42% per year (computed on the basis of a 360-day year of 12
         30-day months), compounding on each succeeding Payment Date, until
         paid in full (such deferred installments of Contract Adjustment
         Payments, if any, together with the additional Contract Adjustment
         Payments accrued thereon, being referred to herein as the
         "Deferred Contract Adjustment Payments"). Deferred Contract
         Adjustment Payments, if any, shall be due on the next succeeding
         Payment Date except to the extent that payment is deferred
         pursuant to this Section 5.3. No Contract Adjustment Payments may
         be deferred to a date that is after the Stock Purchase Date and no
         such deferral period may end other than on a Payment Date. If the
         Purchase Contracts are terminated upon the occurrence of a
         Termination Event, the Holder's right to receive Contract
         Adjustment Payments, if any, and Deferred Contract Adjustment
         Payments, will terminate.

                  (b) In the event that the Company elects to defer the
         payment of Contract Adjustment Payments on the Purchase Contracts
         until a Payment Date prior to the Stock Purchase Date, then all
         Deferred Contract Adjustment Payments, if any, shall be payable to
         the registered Holders as of the close of business on the Record
         Date immediately preceding such Payment Date.

                  (c) In the event that the Company elects to defer the
         payment of Contract Adjustment Payments on the Purchase Contracts
         until the Stock Purchase Date, each Holder will receive on the
         Stock Purchase Date in lieu of a cash payment a number of shares
         of Common Stock (in addition to a number of shares of Common Stock
         equal to the Settlement Rate) equal to (A) the aggregate amount of
         Deferred Contract Adjustment Payments payable to such Holder (net
         of any required tax withholding on such Deferred Contract
         Adjustment Payment, which shall be remitted to the appropriate
         taxing jurisdiction) divided by (B) the Applicable Market Value.

                  (d) No fractional shares of Common Stock will be issued
         by the Company with respect to the payment of Deferred Contract
         Adjustment Payments on the Stock Purchase Date. In lieu of
         fractional shares otherwise issuable with respect to such payment
         of Deferred Contract Adjustment Payments, the Holder will be
         entitled to receive an amount in cash as provided in Section 5.12.

                  (e) In the event the Company exercises its option to
         defer the payment of Contract Adjustment Payments then, until the
         Deferred Contract Adjustment Payments have been paid, the Company
         shall not declare or pay dividends on, make distributions with
         respect to, or redeem, purchase or acquire, or make a liquidation
         payment with respect to, any of the Company's Common Stock other
         than:

                           (i) purchases, redemptions or acquisitions of
                  shares of Common Stock in connection with any employment
                  contract, benefit plan or other similar arrangement with
                  or for the benefit of employees, officers or directors or
                  a stock purchase or dividend reinvestment plan, or the
                  satisfaction by the Company of its obligations pursuant
                  to any contract or security outstanding on the date the
                  Company exercises its right to defer the Contract
                  Adjustment Payments;

                           (ii) as a result of a reclassification of the
                  Company's Capital Stock or the exchange or conversion of
                  one class or series of the Company's Capital Stock for
                  another class or series of the Company's Capital Stock;

                           (iii) the purchase of fractional interests of
                  the Common Stock pursuant to the conversion or exchange
                  provisions of such Common Stock or the security being
                  converted or exchanged;

                           (iv) dividends or distributions in any series of
                  the Company's Common Stock (or rights to acquire Common
                  Stock) or repurchases, acquisitions or redemptions of
                  Common Stock in connection with the issuance or exchange
                  of the Common Stock (or securities convertible into or
                  exchangeable for shares of the Company's Common Stock);
                  or

                           (v) redemptions, exchanges or repurchases of any
                  rights outstanding under a shareholder rights plan or the
                  declaration or payment thereunder of a dividend or
                  distribution of or with respect to rights in the future.

         SECTION 5.4  Payment Of Purchase Price; Remarketing.

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

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

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

                  (b) (i) The Company shall engage a nationally recognized
         investment bank (the "Remarketing Agent") pursuant to a Remarketing
         Agreement to be mutually agreed on by the Company, the Agent and
         the Remarketing Agent, but substantially as set forth in Exhibit F
         hereto to sell the Notes of Holders of Upper DECS, other than
         Holders that have elected not to participate in the remarketing
         pursuant to the procedures set forth in clause (iv) below, and
         holders of Separate Notes that have elected to participate in the
         remarketing pursuant to the procedures set forth in Section 4.5(d)
         of the Pledge Agreement. On the seventh day prior to the
         Remarketing Date the Agent shall give Holders of Upper DECS and
         holders of Separate Notes notice of the remarketing (the form of
         which notice to be provided by the Company) in a daily newspaper in
         the English language of general circulation in The City of New
         York, which is expected to be The Wall Street Journal, including
         the specific U.S. Treasury security or securities (including the
         CUSIP number and/or the principal terms of such Treasury security
         or securities) described in clause (iv) below, that must be
         delivered by Holders of Upper DECS that elect not to participate in
         the remarketing pursuant to clause (iv) below, no later than 10:00
         a.m. on the fourth Business Day preceding the Remarketing Date. The
         Agent shall notify, by 10:00 a.m., New York City time, on the third
         Business Day preceding the Remarketing Date, the Remarketing Agent
         and the Collateral Agent of the aggregate number of Notes of Upper
         DECS Holders to be remarketed. On the third Business Day
         immediately preceding the Remarketing Date, no later than by 10:00
         a.m. New York City time, pursuant to the terms of the Pledge
         Agreement, the Custodial Agent will notify the Remarketing Agent of
         the aggregate number of Separate Notes to be remarketed. On the
         third Business Day immediately preceding the Remarketing Date, the
         Collateral Agent and the Custodial Agent, pursuant to the terms of
         the Pledge Agreement, will deliver for remarketing to the
         Remarketing Agent all Notes to be remarketed. Upon receipt of such
         notice from the Agent and the Custodial Agent and such Notes from
         the Collateral Agent and the Custodial Agent, the Remarketing Agent
         will, on the Remarketing Date, use its reasonable best efforts to
         (i) establish a rate of interest that, in the opinion of the
         Remarketing Agent, will, when applied to the Notes (assuming, even
         if not true, that all of the Notes are included in the
         remarketing), enable the then current aggregate market value of the
         Notes to have a value equal to at least 100.50% of the Remarketing
         Value as of the Remarketing Date or as of any Subsequent
         Remarketing Date, as the case may be (the "Reset Rate") and (ii)
         sell such Notes on such date at a price equal to at least 100.50%
         of the Remarketing Value. The Remarketing Agent will deduct as a
         remarketing fee an amount not exceeding 25 basis points (0.25%) of
         the total proceeds from the remarketing (the "Remarketing Fee").
         The Remarketing Agent will use the remaining proceeds from the
         successful remarketing to purchase the appropriate U.S. Treasury
         securities (the "Agent-purchased Treasury Consideration") with the
         CUSIP numbers, if any, selected by the Remarketing Agent, described
         in clauses (i) and (ii) of the definition of Remarketing Value
         related to the Notes of Holders of Upper DECS that were remarketed.
         On or prior to the third Business Day following the Remarketing
         Date, the Remarketing Agent shall deliver such Agent-purchased
         Treasury Consideration to the Agent, which shall thereupon deliver
         such Agent-purchased Treasury Consideration to the Collateral
         Agent. The Collateral Agent, for the benefit of the Company, will
         thereupon apply such Agent-purchased Treasury Consideration, in
         accordance with the Pledge Agreement, to secure such Holders'
         obligations under the Purchase Contracts. The Remarketing Agent
         will remit (1) the portion of the proceeds from the remarketing
         attributable to the Separate Notes to the holders of Separate Notes
         that were remarketed and (2) the remaining portion of the proceeds,
         less those proceeds used to purchase the Agent-purchased Treasury
         Consideration, to the Holders of the Upper DECS that were
         remarketed, all determined on a pro rata basis, in each case, on or
         prior to the third Business Day following the Remarketing Date.
         Holders whose Notes are so remarketed will not otherwise be
         responsible for the payment of any Remarketing Fee in connection
         therewith.

                           (ii) If, in spite of using its commercially
                  reasonable best efforts, the Remarketing Agent cannot
                  establish the Reset Rate and remarket the Notes included
                  in the remarketing at a price equal to at least 100.50%
                  of the Remarketing Value on the Remarketing Date, the
                  Remarketing Agent will attempt to again establish the
                  Reset Rate and remarket the Notes included in the
                  remarketing at a price equal to at least 100.50% of the
                  Remarketing Value on each of the two immediately
                  following Business Days. If the Remarketing Agent cannot
                  remarket the Notes included in the remarketing at a price
                  equal to at least 100.50% of the Remarketing Value on
                  either of those days, it will attempt to establish the
                  Reset Rate and remarket the Notes included in the
                  remarketing at a price equal to at least 100.50% of the
                  Remarketing Value on each of the three Business Days
                  immediately preceding April 6, 2005. If the Remarketing
                  Agent cannot establish the Reset Rate and remarket the
                  Notes included in the remarketing at a price equal to at
                  least 100.50% of the Remarketing Value either on any of
                  the two Business Days immediately following the
                  Remarketing Date or on any of the three Business Days
                  immediately preceding April 6, 2005, the remarketing in
                  each such period will be deemed to have failed (each, a
                  "Failed Remarketing"). If the Remarketing Agent cannot
                  establish the Reset Rate and remarket the Notes included
                  in the remarketing at a price equal to at least 100.50%
                  of the Remarketing Value on any of the three Business
                  Days immediately preceding April 6, 2005, the Remarketing
                  Agent will further attempt to establish the Reset Rate
                  and remarket the Notes included in the remarketing at a
                  price equal to at least 100.50% of the Remarketing Value
                  on each of the three Business Days immediately preceding
                  the Stock Purchase Date. If, in spite of using its
                  commercially reasonable best efforts, the Remarketing
                  Agent fails to remarket the Notes underlying the Upper
                  DECS at 100.50% of the Remarketing Value in accordance
                  with the terms of the Pledge Agreement by 4:00 p.m., New
                  York City time, on the Business Day immediately preceding
                  the Stock Purchase Date, the "Last Failed Remarketing"
                  will be deemed to have occurred. In this case, within
                  three Business Days following the date of the Last Failed
                  Remarketing, the Remarketing Agent shall return any Notes
                  delivered to it to the Collateral Agent. The Collateral
                  Agent, for the benefit of the Company, may exercise its
                  rights as a secured party with respect to such Notes,
                  including those actions specified in subsection (b) (iii)
                  below, and the Holders of Upper DECS, by their acceptance
                  of the Upper DECS, shall be deemed to have agreed to such
                  exercise by the Collateral Agent in such case; provided,
                  that if upon the Last Failed Remarketing, the Collateral
                  Agent delivers the Note to the Company in full
                  satisfaction of the Holder's obligation under the
                  Purchase Contract, any accumulated and unpaid interest on
                  such Notes will become payable by the Company to the
                  Agent for payment to the Holder of the Upper DECS to
                  which such Notes relate. Such payment will be made by the
                  Company on or prior to 11:00 a.m., New York City time, on
                  the Stock Purchase Date in lawful money of the United
                  States by certified or cashier's check or wire transfer
                  in immediately available funds payable to or upon the
                  order of the Agent. The Company will cause a notice of
                  any Failed Remarketing and of the Last Failed Remarketing
                  to be published on the fourth Business Day following the
                  Remarketing Date, any Subsequent Remarketing Date and the
                  date of the Last Failed Remarketing, as the case may be,
                  in a daily newspaper in the English language of general
                  circulation in The City of New York, which is expected to
                  be The Wall Street Journal. The Company will also release
                  this information by means of Bloomberg and Reuters
                  newswire. In addition, the Company will request, not
                  later than seven nor more than 15 calendar days prior to
                  any Remarketing Period, that DTC notify its participants
                  holding Notes, Upper DECS or Stripped DECS, as the case
                  may be, of the remarketing.

                           (iii) With respect to any Notes that constitute
                  part of Upper DECS that are subject to the Last Failed
                  Remarketing, the Collateral Agent for the benefit of the
                  Company reserves all of its rights as a secured party
                  with respect thereto and, subject to applicable law and
                  Section 5.4 (e) below, may, among other things, permit
                  the Company to cause the Notes to be sold or to retain
                  and cancel such Notes, in either case, in full
                  satisfaction of the Holders' obligations under the
                  Purchase Contracts, and the Holders of Upper DECS, by
                  their acceptance of the Upper DECS, shall be deemed to
                  have agreed to such action by the Collateral Agent or the
                  Company, as the case may be, in such case.

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

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

                  (d) Any distribution to Holders of excess funds and
         interest described in Section 5.4(b) and (c) above shall be
         payable at the office of the Agent in The City of New York
         maintained for that purpose or, at the option of the Holder or the
         holder of Separate Notes, as applicable, by check mailed to the
         address of the Person entitled thereto at such address as it
         appears on the Register or by wire transfer to an account
         specified by the Holder or the holder of Separate Notes, as
         applicable.

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

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

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

         SECTION 5.5 Issuance Of Shares Of Common Stock. Unless a
Termination Event shall have occurred on or prior to the Stock Purchase
Date or an Early Settlement or a Merger Early Settlement shall have
occurred, on the Stock Purchase Date, upon its receipt of payment for the
shares of Common Stock purchased by the Holders pursuant to the foregoing
provisions of this Article and subject to Section 5.6, the Company shall
issue and deposit with the Agent, for the benefit of the Holders of the
Outstanding DECS, one or more certificates representing the newly issued
shares of Common Stock registered in the name of the Agent (or its nominee)
as custodian for the Holders (such certificates for shares of Common Stock,
together with any dividends or distributions for which a record date and
payment date for such dividend or distribution has occurred after the Stock
Purchase Date, being hereinafter referred to as the "Purchase Contract
Settlement Fund") to which the Holders are entitled hereunder. Subject to
the foregoing, upon surrender of a Certificate to the Agent on or after the
Stock Purchase Date, together with settlement instructions thereon duly
completed and executed, the Holder of such Certificate shall be entitled to
receive in exchange therefor a certificate representing that number of
whole shares of Common Stock which such Holder is entitled to receive
pursuant to the provisions of this Article V (after taking into account all
Upper DECS and Stripped DECS then held by such Holder) together with cash
in lieu of fractional shares as provided in Section 5.12 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
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
such Certificate or has established to the satisfaction of the Company that
such tax either has been paid or is not payable.

         SECTION 5.6 Adjustment Of Settlement Rate.

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

                           (1) Stock Dividends. In case the Company shall
                  pay or make a dividend or other distribution on the
                  Common Stock in Common Stock, the Settlement Rate, as in
                  effect at the opening of business on the day following
                  the date fixed for the determination of stockholders
                  entitled to receive such dividend or other distribution
                  shall be increased by dividing such Settlement Rate by a
                  fraction of which the numerator shall be the number of
                  shares of Common Stock outstanding at the close of
                  business on the date fixed for such determination and the
                  denominator shall be the sum of such number of shares and
                  the total number of shares constituting such dividend or
                  other distribution, such increase to become effective
                  immediately after the opening of business on the day
                  following the date fixed for such determination. For the
                  purposes of this paragraph (1), the number of shares of
                  Common Stock at the time outstanding shall not include
                  shares held in the treasury of the Company but shall
                  include any shares issuable in respect of any scrip
                  certificates issued in lieu of fractions of shares of
                  Common Stock. The Company will not pay any dividend or
                  make any distribution on shares of Common Stock held in
                  the treasury of the Company.

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

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

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

                           (ii) In the case of a Spin-Off, the Settlement
                  Rate in effect immediately before the close of business
                  on the record date fixed for determination of
                  stockholders entitled to receive that distribution will
                  be increased by multiplying the Settlement Rate by a
                  fraction, the numerator of which is the Current Market
                  Price per share of the Common Stock plus the Fair Market
                  Value of the portion of those shares of Capital Stock or
                  similar equity interests so distributed applicable to one
                  share of Common Stock and the denominator of which is the
                  Current Market Price per share of the Common Stock. Any
                  adjustment to the settlement rate under this paragraph
                  4(ii) will occur at the earlier of (1) the tenth Trading
                  Day from, and including, the effective date of the
                  Spin-Off and (2) the date of the securities being offered
                  in the Initial Public Offering of the Spin-Off, if that
                  Initial Public Offering is effected simultaneously with
                  the Spin-Off.

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

                           (6) Tender Offers. In case (i) a tender or
                  exchange offer made by the Company or any subsidiary of
                  the Company for all or any portion of the Common Stock
                  shall expire and such tender or exchange offer (as
                  amended upon the expiration thereof) shall require the
                  payment to stockholders (based on the acceptance (up to
                  any maximum specified in the terms of the tender or
                  exchange offer) of Purchased Shares) of an aggregate
                  consideration having a fair market value (as determined
                  by the Board of Directors, whose determination shall be
                  conclusive and described in a Board Resolution) that
                  combined together with (ii) the aggregate of the cash
                  plus the fair market value (as determined by the Board of
                  Directors, whose determination shall be conclusive and
                  described in a Board Resolution), as of the expiration of
                  such tender or exchange offer, of consideration payable
                  in respect of any other tender or exchange offer, by the
                  Company or any subsidiary of the Company for all or any
                  portion of the Common Stock expiring within the 12 months
                  preceding the expiration of such tender or exchange offer
                  and in respect of which no adjustment pursuant to
                  paragraph (5) of this Section or this paragraph (6) has
                  been made and (iii) the aggregate amount of any
                  distributions to all holders of the Company's Common
                  Stock made exclusively in cash within the 12 months
                  preceding the expiration of such tender or exchange offer
                  and in respect of which no adjustment pursuant to
                  paragraph (5) of this Section or this paragraph (6) has
                  been made, exceeds 15% of the product of the Current
                  Market Price per share of the Common Stock as of the last
                  time (the "Expiration Time") tenders could have been made
                  pursuant to such tender or exchange offer (as it may be
                  amended) times the number of shares of Common Stock
                  outstanding (including any tendered shares) 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 (A) the numerator of which shall be equal to (x)
                  the product of (I) the Current Market Price per share of
                  the Common Stock on the date of the Expiration Time and
                  (II) the number of shares of Common Stock outstanding
                  (including any tendered shares) on the Expiration Time
                  less (y) the amount of cash plus the fair market value
                  (determined as aforesaid) of the aggregate consideration
                  payable to stockholders based on the transactions
                  described in clauses (i), (ii) and (iii) above (assuming
                  in the case of clause (i) the acceptance, up to any
                  maximum specified in the terms of the tender or exchange
                  offer, of Purchased Shares), and (B) the denominator of
                  which shall be equal to the product of (x) the Current
                  Market Price per share of the Common Stock as of the
                  Expiration Time and (y) the number of shares of Common
                  Stock outstanding (including any tendered shares) as of
                  the Expiration Time less the number of all shares validly
                  tendered and not withdrawn as of the Expiration Time (the
                  shares deemed so accepted, up to any such maximum, being
                  referred to as the "Purchased Shares").

                           (7) Reclassification. The reclassification of
                  Common Stock into securities including securities other
                  than Common Stock (other than any reclassification upon a
                  Reorganization Event to which Section 5.6(b) applies)
                  shall be deemed to involve (i) a distribution of such
                  securities other than Common Stock to all holders of
                  Common Stock (and the effective date of such
                  reclassification shall be deemed to be "the date fixed
                  for the determination of stockholders entitled to receive
                  such distribution" and the "date fixed for such
                  determination" within the meaning of paragraph (4) of
                  this Section), and (ii) a subdivision, split or
                  combination, as the case may be, of the number of shares
                  of Common Stock outstanding immediately prior to such
                  reclassification into the number of shares of Common
                  Stock outstanding immediately thereafter (and the
                  effective date of such reclassification shall be deemed
                  to be "the day upon which such subdivision or split
                  becomes effective" or "the day upon which such
                  combination becomes effective," as the case may be, and
                  "the day upon which such subdivision, split or
                  combination becomes effective" within the meaning of
                  paragraph (3) of this Section).

                           (8) "Current Market Price". The "Current Market
                  Price" of the Common Stock means (a) on any day the
                  average of the Sales Prices for the 5 consecutive Trading
                  Days preceding the earlier of the day preceding the day
                  in question and the day before the "ex date" with respect
                  to the issuance or distribution requiring computation,
                  (b) in the case of any Spin-Off that is effected
                  simultaneously with and Initial Public Offering of the
                  securities being distributed in the Spin-Off, the Sale
                  Price of the Common Stock on the Trading Day on which the
                  initial public offering price of the securities being
                  distributed in the Spin-Off is determined, and (c) in the
                  case of any other Spin-Off, the average of the Sale
                  Prices of the Common Stock over the first 10 Trading Days
                  after the effective date of such Spin-Off. For purposes
                  of this paragraph, the term "ex date," when used with
                  respect to any issuance or distribution, shall mean the
                  first date on which the Common Stock trades regular way
                  on such exchange or in such market without the right to
                  receive such issuance or distribution.

                           (9) Calculation of Adjustments. All adjustments
                  to the Settlement Rate shall be calculated to the nearest
                  1/10,000th of a share of Common Stock (or if there is not
                  a nearest 1/10,000th of a share to the next lower
                  1/10,000th of a share). No adjustment in the Settlement
                  Rate shall be required unless such adjustment would
                  require an increase or decrease of at least one percent
                  therein; provided, that any adjustments which by reason
                  of this subparagraph are not required to be made shall be
                  carried forward and taken into account in any subsequent
                  adjustment. If an adjustment is made to the Settlement
                  Rate pursuant to paragraph (1), (2), (3), (4), (5), (6),
                  (7) or (10) of this Section 5.6(a), an adjustment shall
                  also be made to the Applicable Market Value solely to
                  determine which of clauses (i), (ii) or (iii) of the
                  definition of Settlement Rate in Section 5.1(a) will
                  apply on the Stock Purchase Date. Such adjustment shall
                  be made by multiplying the Applicable Market Value by a
                  fraction, the numerator of which shall be the Settlement
                  Rate immediately after such adjustment pursuant to
                  paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of
                  this Section 5.6(a) and the denominator of which shall be
                  the Settlement Rate immediately before such adjustment;
                  provided, that if such adjustment to the Settlement Rate
                  is required to be made pursuant to the occurrence of any
                  of the events contemplated by paragraph (1), (2), (3),
                  (4), (5), (7) or (10) of this Section 5.6(a) during the
                  period taken into consideration for determining the
                  Applicable Market Value, appropriate and customary
                  adjustments shall be made to the Settlement Rate.

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

                  (b) Adjustment for Consolidation, Merger or Other
         Reorganization Event. In the event of

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

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

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

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

         (any such event, a "Reorganization Event"),

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

         In the event of such a Reorganization Event, the Person formed by
such consolidation, merger or exchange or the Person which acquires the
assets of the Company or, in the event of a liquidation or dissolution of
the Company, the Company or a liquidating trust created in connection
therewith, shall execute and deliver to the Agent an agreement supplemental
hereto providing that the Holder of each Outstanding DECS shall have the
rights provided by this Section 5.6. Such supplemental agreement shall
provide for adjustments which, for events subsequent to the effective date
of such supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive
Reorganization Events.

         SECTION 5.7 Notice Of Adjustments And Certain Other Events.

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

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

                           (ii) as soon as practicable following the
                  occurrence of an event that requires an adjustment to the
                  Settlement Rate pursuant to Section 5.6 (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 Upper DECS and Stripped DECS
                  of the occurrence of such event and a statement in
                  reasonable detail setting forth the method by which the
                  adjustment to the Settlement Rate and the Applicable
                  Market Value was determined and setting forth the
                  adjusted Settlement Rate and the Applicable Market Value.

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

         SECTION 5.8 Termination Event; Notice. The Purchase Contracts and
all obligations and rights of the Company and the Holders thereunder,
including the rights and obligations of Holders to purchase Common Stock,
shall immediately and automatically terminate, without the necessity of any
notice or action by any Holder, the Agent or the Company, if, on or prior
to the Stock Purchase Date, a Termination Event shall have occurred. Upon
and after the occurrence of a Termination Event, the Upper DECS shall
thereafter represent the right to receive the Notes or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, forming a part of such Upper DECS, and the
Stripped DECS shall thereafter represent the right to receive the Treasury
Securities forming a part of such Stripped DECS, in each case in accordance
with the provisions of Section 4.3 of the Pledge Agreement. Upon the
occurrence of a Termination Event, the Company shall promptly but in no
event later than two Business Days thereafter give written notice to the
Agent, the Collateral Agent and to the Holders, at their addresses as they
appear in the Register.

         SECTION 5.9 Early Settlement.

                  (a) Subject to and upon compliance with the provisions of
         this Section 5.9, Purchase Contracts underlying Upper DECS or
         Stripped DECS having an aggregate Stated Amount equal to $1,000 or
         an integral multiple thereof, may, at the option of the Holder
         thereof, be settled early ("Early Settlement") on or prior to
         10:00 a.m. on the seventh Business Day immediately preceding the
         Stock Purchase Date. In order to exercise the right to effect
         Early Settlement with respect to any Purchase Contracts, the
         Holder of the Certificate evidencing the related Upper DECS or
         Stripped DECS, as the case may be, shall deliver such Certificate
         to the Agent at the Corporate Trust Office duly endorsed for
         transfer to the Company or in blank with the form of Election to
         Settle Early on the reverse thereof duly completed and accompanied
         by payment payable to the Company in immediately available funds
         in an amount (the "Early Settlement Amount") equal to (A) the
         product of (i) the Stated Amount of such Upper DECS or Stripped
         DECS, as the case may be, multiplied by (ii) the number of
         Purchase Contracts with respect to which the Holder has elected to
         effect Early Settlement, plus (B) if such delivery is made with
         respect to any Purchase Contracts during the period from the close
         of business on any Record Date next preceding any Payment Date to
         the opening of business on such Payment Date, an amount equal to
         the Contract Adjustment Payments, if any, payable on such Payment
         Date with respect to such Purchase Contracts; provided that no
         payment shall be required pursuant to clause (B) of this sentence
         if the Company shall have elected to defer the Contract Adjustment
         Payments that would otherwise be payable on such Payment Date.
         Except as provided in the immediately preceding sentence and
         subject to Section 5.2(d), no payment or adjustment shall be made
         upon Early Settlement of any Purchase Contract on any Contract
         Adjustment Payments accrued on such Purchase Contract or on
         account of any dividends on the Common Stock issued upon such
         Early Settlement. If the foregoing requirements are first
         satisfied with respect to Purchase Contracts underlying any Upper
         DECS or Stripped DECS, as the case may be, at or prior to 5:00
         p.m., New York City time, on a Business Day, such day shall be the
         "Early Settlement Date" with respect to such Upper DECS or
         Stripped DECS, as the case may be, and if such requirements are
         first satisfied after 5:00 p.m., New York City time, on a Business
         Day or on a day that is not a Business Day, the "Early Settlement
         Date" with respect to such Upper DECS or Stripped DECS, as the
         case may be, shall be the next succeeding Business Day.

                  (b) Upon Early Settlement of any Purchase Contract by the
         Holder of the related Upper DECS or Stripped DECS, as the case may
         be, the Company shall issue, and the Holder shall be entitled to
         receive, 0.7881 shares of Common Stock on account of such Purchase
         Contract (the "Early Settlement Rate"). The Early Settlement Rate
         shall be adjusted in the same manner and at the same time as the
         Settlement Rate is adjusted. As promptly as practicable after
         Early Settlement of Purchase Contracts in accordance with the
         provisions of this Section 5.9, the Company shall issue and shall
         deliver to the Agent at the Corporate Trust Office a certificate
         or certificates for the full number of shares of Common Stock
         issuable upon such Early Settlement together with payment in lieu
         of any fraction of a share, as provided in Section 5.12.

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

                  (d) Upon Early Settlement of any Purchase Contracts, and
         subject to receipt of shares of Common Stock from the Company and
         the Pledged Notes, Pledged Treasury Consideration, Pledged
         Applicable Ownership Interest in the Treasury Portfolio, or
         Pledged Treasury Securities, as the case may be, from the
         Collateral Agent, as applicable, the Agent shall, in accordance
         with the instructions provided by the Holder thereof on the
         applicable form of Election to Settle Early on the reverse of the
         Certificate evidencing the related Upper DECS or Stripped DECS, as
         the case may be, (i) transfer to the Holder the Pledged Notes,
         Pledged Treasury Consideration, Pledged Applicable Ownership
         Interest in the Treasury Portfolio, or Pledged Treasury
         Securities, as the case may be, forming a part of such Upper DECS
         or Stripped DECS, as the case may be, and (ii) deliver to the
         Holder a certificate or certificates for the full number of shares
         of Common Stock issuable upon such Early Settlement together with
         payment in lieu of any fraction of a share, as provided in Section
         5.12.

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

         SECTION 5.10 Early Settlement Upon Merger.

                  (a) In the event of a merger or consolidation of the
         Company of the type described in clause (1) of Section 5.6(b) in
         which the Common Stock outstanding immediately prior to such
         merger or consolidation is exchanged for consideration consisting
         of at least 30% cash or cash equivalents (any such event a "Cash
         Merger"), then the Company (or the successor to the Company
         hereunder) shall be required to offer the Holder of each Upper
         DECS or Stripped DECS, as the case may be, the right to settle the
         Purchase Contract underlying such Upper DECS or Stripped DECS, as
         the case may be, prior to the Stock Purchase Date ("Merger Early
         Settlement") as provided herein. On or before the fifth Business
         Day after the consummation of a Cash Merger, the Company or, at
         the request and expense of the Company, the Agent, shall give all
         Holders notice of the occurrence of the Cash Merger and of the
         right of Merger Early Settlement arising as a result thereof. The
         Company shall also deliver a copy of such notice to the Agent and
         the Collateral Agent.

Each such notice shall contain:

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

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

                           (iii) the Settlement Rate in effect as a result
                  of such Cash
                  Merger and the kind and amount of securities, cash and
                  other property receivable by the Holder upon settlement
                  of each Purchase Contract pursuant to Section 5.6(b);

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

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

                  (b) To exercise a Merger Early Settlement right, a Holder
         shall deliver to the Agent at the Corporate Trust Office on or
         before 5:00 p.m., New York City time on the date specified in the
         notice the Certificate(s) evidencing the Upper DECS or Stripped
         DECS, as the case may be, with respect to which the Merger Early
         Settlement right is being exercised duly endorsed for transfer to
         the Company or in blank with the form of Election to Settle Early
         on the reverse thereof duly completed and accompanied by payment
         payable to the Company in immediately available funds in an amount
         equal to the Early Settlement Amount less the amount of cash that
         otherwise would be deliverable by the Company or its successor
         upon settlement of the Purchase Contract in lieu of Common Stock
         pursuant to Section 5.6(b) and as described in the notice to
         Holders (the "Merger Early Settlement Amount").

                  (c) On the Merger Early Settlement Date, the Company
         shall deliver or cause to be delivered (i) the net cash,
         securities and other property to be received by such exercising
         Holder, equal to the Settlement Rate as adjusted pursuant to
         Section 5.6, in respect of the number of Purchase Contracts for
         which such Merger Early Settlement right was exercised, and (ii)
         the related Pledged Notes, Pledged Treasury Consideration or
         Pledged Applicable Ownership Interest in the Treasury Portfolio,
         in the case of Upper DECS, or Pledged Treasury Securities, in the
         case of Stripped DECS, to be released from the Pledge by the
         Collateral Agent and transferred, in each case, to the Agent for
         delivery to the Holder thereof or the Holder's designee. In the
         event a Merger Early Settlement right shall be exercised by a
         Holder in accordance with the terms hereof, all references herein
         to Stock Purchase Date shall be deemed to refer to such Merger
         Early Settlement Date.

                  (d) Upon Merger Early Settlement of any Purchase
         Contracts, and subject to receipt of such net cash, securities or
         other property from the Company and the Pledged Notes, Pledged
         Treasury Consideration, Pledged Applicable Ownership Interest in
         the Treasury Portfolio or Pledged Treasury Securities, as the case
         may be, from the Collateral Agent, as applicable, the Agent shall,
         in accordance with the instructions provided by the Holder thereof
         on the applicable form of Election to Settle Early on the reverse
         of the Certificate evidencing the related Upper DECS or Stripped
         DECS, as the case may be, (i) transfer to the Holder the Pledged
         Notes, Pledged Treasury Consideration, Pledged Applicable
         Ownership Interest in the Treasury Portfolio, or Pledged Treasury
         Securities, as the case may be, forming a part of such Upper DECS
         or Stripped DECS, as the case may be, and (ii) deliver to the
         Holder such net cash, securities or other property issuable upon
         such Merger Early Settlement together with payment in lieu of any
         fraction of a share, as provided in Section 5.12.

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

         SECTION 5.11 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
and in payment of any Deferred Contract Adjustment Payments; provided, that
the Company shall not be required to pay any such tax or taxes which may be
payable in respect of any exchange of or substitution for a Certificate
evidencing an Upper DECS or Stripped DECS, as the case may be, 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 Upper DECS
and Stripped DECS evidenced thereby, other than in the name of the Agent,
as custodian for such Holder, and the Company shall not be required to
issue or deliver such share certificates or Certificates unless and until
the Person or Persons requesting the transfer or issuance thereof shall
have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid or that no
such tax is due.

         SECTION 5.12 No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued or delivered
upon settlement on the Stock Purchase Date or upon Early Settlement or
Merger Early Settlement of any 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 applicable Settlement Date or upon Early Settlement or
Merger Early Settlement, the Company, through the Agent, shall make a cash
payment in respect of such fractional shares in an amount equal to the
value of such fractional shares times the Applicable Market Value. The
Company shall provide the Agent from time to time with sufficient funds to
permit the Agent to make all cash payments required by this Section 5.12 in
a timely manner.

         SECTION 5.13 Registration Statement and Prospectus. To permit and
enable the Holders to exercise their rights of Cash Settlement, Early
Settlement or Merger Early Settlement under Section 5.4(a), 5.9 or 5.10, as
the case may be, if and to the extent required by applicable law,
regulations or interpretations in effect at the time in the view of counsel
to the Company, the Company shall use commercially reasonable efforts, (i)
to have a registration statement relating to the Common Stock effective
under the Securities Act and (ii) to furnish a current final prospectus
and, if applicable, a final prospectus supplement, in each case in a form
that may be used in connection with the settlement and delivery of the
Common Stock pursuant to such Cash Settlement, Early Settlement or Merger
Early Settlement under Section 5.4(a), 5.9 or 5.10, as applicable. The
Company shall also take all such actions as may (upon advice of counsel to
the Company) be necessary or desirable under state securities or blue sky
laws in connection with any such Cash Settlement, Early Settlement or
Merger Early Settlement under Section 5.4(a), 5.9 or 5.10, as applicable.
The Company shall pay all expenses relating thereto.

                                Article VI.

                                  REMEDIES

         SECTION 6.1 Unconditional Right Of Holders To Purchase Common
Stock. The Holder of any Upper DECS or Stripped DECS, as the case may be,
shall have the right, which is absolute and unconditional,

                  (a) subject to the right of the Company to defer payment
         thereof pursuant to Section 5.3, and to the forfeiture of any
         Deferred Contract Adjustment Payments upon Early Settlement
         pursuant to Section 5.9(a) or upon Merger Early Settlement
         pursuant to Section 5.10 or upon the occurrence of a Termination
         Event, to receive payment of each installment of the Contract
         Adjustment Payments, if any, with respect to the Purchase Contract
         constituting a part of such Upper DECS or Stripped DECS, as the
         case may be, on the respective Payment Date for such Upper DECS or
         Stripped DECS, as the case may be, and

                  (b) to purchase Common Stock pursuant to the Purchase
         Contract constituting a part of such Upper DECS or Stripped DECS
         and to institute suit for the enforcement of any such right to
         purchase Common Stock, and such rights shall not be impaired
         without the consent of such Holder.

         SECTION 6.2 Restoration Of Rights And Remedies. If any Holder has
instituted any proceeding to enforce any right or remedy under this
Agreement and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company and
such Holder shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of such Holder
shall continue as though no such proceeding had been instituted.

         SECTION 6.3 Rights And Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates in the last paragraph of Section
3.10, no right or remedy herein conferred upon or reserved to the Holders
is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 6.4 Delay or Omission Not Waiver. No delay or omission of
any Holder to exercise any right or remedy upon a default shall impair any
such right or remedy or constitute a waiver of any such right. Every right
and remedy given by this Article or by law to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by such
Holders.

         SECTION 6.5 Undertaking For Costs. All parties to this Agreement
agree, and each Holder of an Upper DECS or Stripped DECS, as the case may
be, by its acceptance of such Upper DECS or Stripped DECS, as the case may
be, shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Agreement, or in any suit against the Agent for any action taken, suffered
or omitted by it as Agent, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party
litigant; provided that the provisions of this Section shall not apply to
any suit instituted by the Company, to any suit instituted by the Agent, to
any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding DECS, or to any suit instituted
by any Holder for the enforcement of distributions on any Notes on any
Purchase Contract on or after the respective Payment Date therefor in
respect of any Upper DECS or Stripped DECS, as the case may be, held by
such Holder, or for enforcement of the right to purchase shares of Common
Stock under the Purchase Contract constituting part of any Upper DECS or
Stripped DECS, as the case may be, held by such Holder.

         SECTION 6.6 Waiver Of Stay Or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or
the performance of this Agreement; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                               Article VII.

                                 THE AGENT

         SECTION 7.1 Certain Duties, Rights And Immunities.

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

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

                           (2) shall be entitled conclusively to rely upon
                  (x) any certification, order, judgment, opinion, notice
                  or other communication (including, without limitation,
                  any thereof by telephone or facsimile) reasonably
                  believed by it to be genuine and correct and to have been
                  signed or sent by or on behalf of the proper Person or
                  Persons (without being required to determine the
                  correctness of any fact stated therein), (y) the truth of
                  the statements and the correctness of the opinions
                  expressed therein and (z) advice and statements of legal
                  counsel and other experts selected by the Agent;

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

                           (4) shall not be responsible for any recitals
                  contained in any Transaction Document, or in any
                  certificate or other document referred to or provided for
                  in, or received by it under, any Transaction Document or
                  the Upper DECS or Stripped DECS, or for the value,
                  validity, effectiveness, genuineness, enforceability or
                  sufficiency of any Transaction Document (other than as
                  against the Agent) or the Upper DECS or Stripped DECS or
                  any other document referred to or provided for herein or
                  therein or for any failure by the Company, any Holder or
                  any other Person (except the Agent) to perform any of its
                  obligations hereunder or thereunder or for the
                  perfection, priority or, except as expressly required
                  hereby, existence, validity, perfection or maintenance of
                  any security interest created under the Pledge Agreement,
                  or for the use or application by the Company of the
                  proceeds in respect of the Purchase Contracts;

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 7.2 Notice Of Default. Within 30 days after the occurrence
of any default by the Company hereunder of which a Responsible Officer of
the Agent has actual knowledge, the Agent shall transmit by mail to the
Company and the Holders of Upper DECS and Stripped DECS, as their names and
addresses appear in the Register, notice of such default hereunder, unless
such default shall have been cured or waived.

         SECTION 7.3 Certain Rights Of Agent. Subject to the provisions of
Section 7.1:

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

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

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

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

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

         SECTION 7.4 Not Responsible For Recitals, Etc. The recitals
contained herein and in the Certificates shall be taken as the statements
of the Company.

         SECTION 7.5 May Hold Upper DECS and Stripped DECS And Other
Dealings. Any Registrar or any other agent of the Company, or the Agent and
its Affiliates, in their individual or any other capacity, may become the
owner or pledgee of Upper DECS or Stripped DECS, as the case may be, and
may otherwise deal with the Company, the Collateral Agent or any other
Person with the same rights it would have if it were not Registrar or such
other agent, or the Agent. The Agent and its Affiliates may (without having
to account therefor to the Company or any Holder of Upper DECS or Stripped
DECS or holder of Separate Notes) accept deposits from, lend money to, make
their investments in and generally engage in any kind of banking, trust or
other business with the Company, any Holder of Upper DECS or Stripped DECS
and any holder of Separate Notes (and any of their respective subsidiaries
or Affiliates) as if it were not acting as the Agent and the Agent and
their Affiliates may accept fees and other consideration from the Company,
any Holder of Upper DECS or Stripped DECS or any holder of Separate Notes
without having to account for the same to any such Person.

         SECTION 7.6 Money Held In Custody. Money held by the Agent in
custody hereunder need not be segregated from the Agent's other funds
except to the extent required by law or provided herein. The Agent shall be
under no obligation to invest or pay interest on any money received by it
hereunder except as otherwise agreed in writing with the Company.

         SECTION 7.7 Compensation And Reimbursement. The Company agrees:

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

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

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

The provisions of this Section 7.7 shall survive the termination of this
Agreement or the resignation or removal of the Agent.

         SECTION 7.8 Corporate Agent Required; Eligibility. There shall at
all times be an Agent hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having (or being a member of a bank holding company
having) a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by federal or state authority and having a
Corporate Trust Office in the Borough of Manhattan, The City of New York,
if there be such a corporation, qualified and eligible under this Article
and willing to act on reasonable terms. If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time
the Agent shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         SECTION 7.9 Resignation And Removal; Appointment Of Successor.

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

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

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

                  (d) If at any time:

                           (1) the Agent fails to comply with Section
                  310(b) of the TIA, as if the Agent were a 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 an Upper DECS or Stripped DECS
                  for at least six months; or

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

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

then, in any such case, (x) the Company by a Board Resolution may remove
the Agent, or (y) any Holder who has been a bona fide Holder of an Upper
DECS or Stripped DECS 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 Agent and the appointment of a successor Agent.

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

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

         SECTION 7.10 Acceptance Of Appointment By Successor.

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

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

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

         SECTION 7.11 Merger, Conversion, Consolidation Or Succession To
Business. Any corporation into which the Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Agent shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Agent, shall be the successor of the Agent hereunder,
provided such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Certificates
shall have been authenticated and executed on behalf of the Holders, but
not delivered, by the Agent then in office, any successor by merger,
conversion or consolidation to such Agent shall adopt such authentication
and execution and deliver the Certificates so authenticated and executed
with the same effect as if such successor Agent had itself authenticated
and executed such Upper DECS and Stripped DECS.

         SECTION 7.12 Preservation Of Information; Communications To
Holders.

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

                  (b) If three or more Holders (herein referred to as
         "Applicants") apply in writing to the Agent, and furnish to the
         Agent reasonable proof that each such applicant has owned an Upper
         DECS or Stripped DECS, as the case may be, 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 Upper DECS or Stripped DECS, as the case may be, and is
         accompanied by a copy of the form of proxy or other communication
         which such applicants propose to transmit, then the Agent shall
         mail to all the Holders copies of the form of proxy or other
         communication which is specified in such request, with reasonable
         promptness after a tender to the Agent of the materials to be
         mailed and of payment, or provision, in the absence of bad faith,
         satisfactory to the Agent for the payment, of the reasonable
         expenses of such mailing.

         SECTION 7.13 Failure to Act. In the event of any ambiguity in the
provisions of any Transaction Document or any dispute between or
conflicting claims by or among the parties hereto or any other Person, the
Agent shall be entitled, after prompt notice to the Company and the Holders
of Upper DECS and Stripped DECS, at its sole option, to refuse to comply
with any and all such claims, demands or instructions so long as such
dispute or conflict shall continue, and the Agent shall not be or become
liable in any way to any of the parties hereto for its failure or refusal
to comply with such conflicting claims, demands or instructions. The Agent
shall be entitled to refuse to act until either (i) such conflicting or
adverse claims or demands shall have been finally determined by a court of
competent jurisdiction or settled by agreement between the conflicting
parties as evidenced in a writing, reasonably satisfactory to the Agent, or
(ii) the Agent shall have received security or an indemnity reasonably
satisfactory to the Agent sufficient to save the Agent harmless from and
against any and all loss, liability or reasonable out-of-pocket expense
which the Agent may incur by reason of its acting without bad faith,
willful misconduct or gross negligence. The Agent may in addition elect to
commence an interpleader action or seek other judicial relief or orders as
the Agent may deem necessary. Notwithstanding anything contained herein to
the contrary, the Agent shall not be required to take any action that is in
its opinion contrary to law or to the terms of any Transaction Document, or
which would in its opinion subject it or any of its officers, employees or
directors to liability.

         SECTION 7.14 No Obligations Of Agent. Except to the extent
otherwise provided in this Agreement, the Agent assumes no obligation and
shall not be subject to any liability under this Agreement, the Pledge
Agreement or any Purchase Contract in respect of the obligations of the
Holder of any Upper DECS or Stripped DECS thereunder. The Company agrees,
and each Holder of a Certificate, by such Holder's acceptance thereof,
shall be deemed to have agreed, that the Agent's execution of the
Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Agent shall have no
obligation to perform such Purchase Contracts on behalf of the Holders,
except to the extent expressly provided in Article V.

         SECTION 7.15 Tax Compliance.

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

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

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

                               Article VIII.

                          SUPPLEMENTAL AGREEMENTS

         SECTION 8.1 Supplemental Agreements Without Consent Of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Agent, at any time and from time to time, may enter
into one or more agreements supplemental hereto, in form satisfactory to
the Company and the Agent, for any of the following purposes:

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

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

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

                  (d) to make provision with respect to the rights of
         Holders pursuant to the requirements of Section 5.6(b) or 5.10; or

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

         SECTION 8.2 Supplemental Agreements With Consent Of Holders.

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

                           (1) change any Payment Date;

                           (2) change the amount or the type of Collateral
                  required to be Pledged to secure a Holder's Obligations
                  under the 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 Upper DECS to substitute the Treasury
                  Securities for the Pledged Notes, Pledged Treasury
                  Consideration or Pledged Applicable Ownership Interest in
                  the Treasury Portfolio, or the rights of holders of
                  Stripped DECS to substitute Notes or appropriate Treasury
                  Consideration or Applicable Ownership Interest in the
                  Treasury Portfolio for the Pledged Treasury Securities)
                  or otherwise adversely affect the Holder's rights in or
                  to such Collateral or materially adversely alter the
                  rights in or to such Collateral;

                           (3) reduce any Contract Adjustment Payments, if
                  any, or any Deferred Contract Adjustment Payment, or
                  change any place where, or the coin or currency in which,
                  any Contract Adjustment Payment is payable;

                           (4) impair the right to institute suit for the
                  enforcement of any Purchase Contract, any Contract
                  Adjustment Payment, if any, or any Deferred Contract
                  Adjustment Payment, if any;

                           (5) 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, change the
                  Stock Purchase Date or otherwise materially adversely
                  affect the Holder's rights under any Purchase Contract;
                  or

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

         provided, that if any amendment or proposal referred to above
         would adversely affect only the Upper DECS or the Stripped DECS,
         then only the affected class of Holder as of the record date for
         the Holders entitled to vote thereon will be entitled to vote on
         such amendment or proposal, and such amendment or proposal shall
         not be effective except with the consent of Holders of not less
         than a majority or 100% of such class, as the case may be.

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

         SECTION 8.3 Execution Of Supplemental Agreements. In executing, or
accepting the additional agencies created by, any supplemental agreement
permitted by this Article or the modifications thereby of the agencies
created by this Agreement, the Agent shall be provided and (subject to
Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental agreement is
authorized or permitted by this Agreement. The Agent may, but shall not be
obligated to, enter into any such supplemental agreement which affects the
Agent's own rights, duties or immunities under this Agreement or otherwise.

         SECTION 8.4 Effect Of Supplemental Agreements. Upon the execution
of any supplemental agreement under this Article, this Agreement shall be
modified in accordance therewith, and such supplemental agreement shall
form a part of this Agreement for all purposes; and every Holder of
Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder shall be bound thereby.

         SECTION 8.5 Reference To Supplemental Agreements. Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and
shall if required by the Agent, bear a notation in form approved by the
Agent as to any matter provided for in such supplemental agreement. If the
Company shall so determine, new Certificates so modified as to conform, in
the opinion of the Agent and the Company, to any such supplemental
agreement may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Agent in exchange
for outstanding Certificates.

                                Article IX.

                 CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 9.1 Covenant Not To Merge, Consolidate, Sell Or Convey
Property Except Under Certain Conditions. The Company covenants that it
will not (a) merge or consolidate with any other Person or (b) sell,
assign, transfer, lease or convey all or substantially all of its
properties and assets to any Person or group of affiliated Persons in one
transaction or a series of related transactions other than, with respect to
clause (b), a direct or indirect wholly-owned subsidiary of the Company,
unless (i) either the Company shall be the continuing corporation, or the
successor (if other than the Company) 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, the Notes,
this Agreement, the Remarketing Agreement and the Pledge Agreement by one
or more supplemental agreements in form reasonably satisfactory to the
Agent and the Collateral Agent, executed and delivered to the Agent and the
Collateral Agent by such corporation, and (ii) the Company or such
successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale, assignment, transfer, lease or
conveyance, be in default in the performance of any covenant or condition
hereunder, under any of the Purchase Contracts, under the Remarketing
Agreement, or under the Pledge Agreement. Notwithstanding anything herein
to the contrary, a wholly-owned subsidiary of the Company to whom the
Company has sold, assigned, transferred, leased or conveyed all or
substantially all of its properties and assets shall be required to
expressly assume by a supplemental agreement, executed and delivered to the
Agent, in form satisfactory to the Agent, all the obligations of the
Company under Section 7.7.

         SECTION 9.2 Rights And Duties Of Successor Corporation.

                  (a) In case of any such consolidation, merger, sale,
         assignment, transfer, lease or conveyance and upon any such
         assumption by a successor corporation in accordance with Section
         9.1, 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 and thereafter, except in the case of
         a lease, the predecessor Person shall be relieved of all
         obligations and covenants under the Purchase Contracts, the Notes,
         this Agreement, the Remarketing Agreement and the Pledge
         Agreement. Such successor corporation thereupon may cause to be
         signed, and may issue either in its own name or in the name of the
         Company, any or all of the Certificates evidencing Upper DECS and
         Stripped DECS issuable hereunder which theretofore shall not have
         been signed by the Company and delivered to the 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 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 Agent for authentication and execution, and any
         Certificate evidencing Upper DECS or Stripped DECS which such
         successor corporation thereafter shall cause to be signed and
         delivered to the Agent for that purpose. All the Certificates so
         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.

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

         SECTION 9.3 Opinion Of Counsel Given To Agent. The Agent, subject
to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, 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 consolidation, merger, sale, assignment, transfer, lease or
conveyance have been met.

                                Article X.

                                 COVENANTS

         SECTION 10.1 Performance Under Purchase Contracts. The Company
covenants and agrees for the benefit of the Holders from time to time of
the Upper DECS and Stripped DECS 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 10.2 Maintenance Of Office Or Agency.

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

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

         SECTION 10.3 Company To Reserve Common Stock. The Company shall at
all times prior to the Stock Purchase Date reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock or
treasury 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 Upper DECS and Stripped DECS evidenced by outstanding
Certificates.

         SECTION 10.4 Covenants As To Common Stock. The Company covenants
that all shares of Common Stock which may be issued against tender of
payment in respect of any Purchase Contract constituting a part of the
Outstanding DECS will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable.

         SECTION 10.5 Statements Of Officer Of The Company As To Default.
The Company will deliver to the Agent, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officer's
Certificate, stating whether or not to the best knowledge of the signer
thereof the Company is in default in the performance and observance of any
of the terms, provisions and conditions hereof, and if the Company shall be
in default, specifying all such defaults and the nature and status thereof
of which such Officer may have knowledge.

                          [SIGNATURE PAGES FOLLOW]




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

                                     TEMPLE-INLAND INC.


                                     By:       /s/ M. Richard Warner
                                         -------------------------------
                                         Name:  M. Richard Warner
                                         Title:    Vice President and Chief
                                         Administrative Officer


                                     JPMORGAN CHASE BANK,
                                         as Purchase Contract Agent


                                     By:    /s/ William B. Keenan
                                         -----------------------------------
                                         Name:  William B. Keenan
                                         Title:     Assistant Vice President




                                 EXHIBIT A
                       FORM OF UPPER DECS CERTIFICATE

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

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

                  (Form of Face of Upper DECS Certificate)

No. ______________                                        CUSIP No. 879868206
Number of Upper DECS____________

         This Upper DECS Certificate certifies that [For inclusion in
Global Certificates only - Cede & Co.] is the registered Holder of the
number of Upper DECS set forth above [For inclusion in Global Certificates
only - or such other number of Upper DECS reflected in the Schedule of
Increases or Decreases in Global Certificates attached hereto]. Each Upper
DECS represents (i) either (a) beneficial ownership by the Holder of one
6.42% Senior Note due 2007 (the "Note") of TEMPLE-INLAND INC., a Delaware
corporation (the "Company"), having a principal amount of $50, subject to
the Pledge of such Note by such Holder pursuant to the Pledge Agreement, or
(b) if the Note has been remarketed by the Remarketing Agent (or if the
Holder has elected not to have the Note remarketed by delivering the
appropriate Treasury Consideration specified by the Remarketing Agent), the
appropriate Treasury Consideration, subject to the Pledge of such Treasury
Consideration by such Holder pursuant to the Pledge Agreement, or (c) if a
Tax Event Redemption has occurred, the appropriate Applicable Ownership
Interest in the Treasury Portfolio subject to the Pledge of such Applicable
Ownership Interest in the Treasury Portfolio pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one
Purchase Contract with the Company. All capitalized terms used herein which
are defined in the Purchase Contract Agreement have the meaning set forth
therein.

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

         The Pledge Agreement provides that all payments in respect of the
Pledged Notes, Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio received by the Collateral
Agent shall be paid by the Collateral Agent by wire transfer in same day
funds (i) in the case of (A) quarterly cash distributions on Upper DECS
which include Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio and (B) any
payments in respect of the Notes, Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, that have
been released from the Pledge pursuant to the Pledge Agreement, to the
Agent to the account designated by the Agent, no later than 10:00 a.m., New
York City time, on the Business Day such payment is received by the
Collateral Agent (provided that in the event such payment is received by
the Collateral Agent on a day that is not a Business Day or after 9:00
a.m., New York City time, on a Business Day, then such payment shall be
made no later than 9:30 a.m., New York City time, on the next succeeding
Business Day) and (ii) in the case of payments in respect of any Pledged
Notes, Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, to be paid upon
settlement of such Holder's obligations to purchase Common Stock under the
Purchase Contract, to the Company on the Stock Purchase Date (as defined
herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Upper DECS
of which such Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may
be, are a part under the Purchase Contracts forming a part of such Upper
DECS. Quarterly distributions on Upper DECS which include Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in
the Treasury Portfolio, as the case may be, which are payable quarterly in
arrears on February 17, May 17, August 17 and November 17 each year
commencing August 17, 2002 (a "Payment Date"), shall, subject to receipt
thereof by the Agent from the Collateral Agent (if the Collateral Agent is
the registered owner thereof), be paid to the Person in whose name this
Upper DECS Certificate (or a Predecessor Upper DECS Certificate) is
registered at the close of business on the Record Date for such Payment
Date.

         Each Purchase Contract evidenced hereby obligates the Holder of
this Upper DECS Certificate to purchase, and the Company to sell, on May
17, 2005 (the "Stock Purchase Date"), at a price equal to $50 (the "Stated
Amount"), a number of newly issued shares of Common Stock, $1.00 par value
per share ("Common Stock"), of the Company, equal to the Settlement Rate,
unless on or prior to the Stock Purchase Date there shall have occurred a
Termination Event or a Cash Settlement, Early Settlement or Merger Early
Settlement with respect to the Upper DECS 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 (as defined
herein) for the shares of Common Stock purchased pursuant to each Purchase
Contract evidenced hereby, if not paid earlier, shall be paid on the Stock
Purchase Date by application of payments received in respect of the Pledged
Notes, Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, pledged to secure
the obligations of the Holder under such Purchase Contract.

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

         The Company shall pay on each Payment Date in respect of each
Purchase Contract forming part of an Upper DECS evidenced hereby an amount
(the "Contract Adjustment Payment") equal to 1.08% per year of the Stated
Amount, computed on the basis of a 360-day year of twelve 30-day months,
subject to deferral at the option of the Company as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof
(provided that if any date on which a Contract Adjustment Payment is to be
made on the Purchase Contracts is not a Business Day, then payment of such
Contract Adjustment Payment payable on such date will be made on the next
succeeding day which is a Business Day, and no interest or payment will be
paid in respect of such delay, except that if such next succeeding Business
Day is in the next succeeding calendar year, then such payment will be made
on the immediately preceding Business Day). Such Contract Adjustment
Payments shall be payable to the Person in whose name this Upper DECS
Certificate (or a Predecessor Upper DECS Certificate) is registered at the
close of business on the Record Date for such Payment Date.

         Contract Adjustment Payments will be payable at the office of the
Agent in The City of New York or, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address
appears on the Upper DECS Register or by wire transfer to the account
designated to the Agent by a prior written notice by such Person delivered
at least five Business Days prior to the applicable Payment Date.

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

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

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

                                       TEMPLE-INLAND INC.


                                       By:
                                           Name:
                                           Title:


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


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


                                       By:__________________________________
                                           Authorized Officer




                   AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                          JPMORGAN CHASE BANK,
                                          as Purchase Contract Agent


Dated:                                    By:
                                              --------------------------------
                                          Authorized Officer




                (Form of Reverse of Upper DECS Certificate)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of May 1, 2002 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and
JPMorgan Chase Bank, as Purchase Contract Agent (including its successors
thereunder, herein called the "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 Agent, the Company, and the Holders
and of the terms upon which the Upper DECS Certificates are, and are to be,
executed and delivered. In the case of any inconsistency between this
Certificate and the Purchase Contract Agreement, the terms of the Purchase
Contract Agreement shall prevail.

         Each Purchase Contract evidenced hereby obligates the Holder of
this Upper DECS Certificate to purchase, and the Company to sell, on the
Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a
number of shares of Common Stock of the Company equal to the Settlement
Rate, unless, on or prior to the Stock Purchase Date, there shall have
occurred a Termination Event or an Early Settlement, Merger Early
Settlement or Cash Settlement with respect to the Upper DECS of which such
Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is greater than or equal to
$63.44 (the "Threshold Appreciation Price"), 0.7881 shares of Common Stock
per Purchase Contract, (b) if the Applicable Market Value is less than the
Threshold Appreciation Price but is greater than $52.00 (the "Reference
Price"), the number of shares of Common Stock per Purchase Contract equal
to the Stated Amount divided by the Applicable Market Value and (c) if the
Applicable Market Value is less than or equal to the Reference Price,
0.9615 shares of Common Stock per Purchase Contract, in each case subject
to adjustment as provided in the Purchase Contract Agreement. No fractional
shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

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

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

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

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

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

         Under the terms of the Pledge Agreement, the Agent will be
entitled to exercise the voting and any other consensual rights pertaining
to the Pledged Notes. Upon receipt of notice of any meeting at which
holders of Notes are entitled to vote or upon the solicitation of consents,
waivers or proxies of holders of Notes, the Agent shall, as soon as
practicable thereafter, mail to the Holders of Upper DECS a notice (a)
containing such information as is contained in the notice or solicitation,
(b) stating that each such Holder on the record date set by the Agent
therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Notes entitled to vote) shall be
entitled to instruct the Agent as to the exercise of the voting rights
pertaining to the Pledged Notes constituting a part of such Holder's Upper
DECS and (c) stating the manner in which such instructions may be given.
Upon the written request of the Holders of Upper DECS on such record date,
the Agent shall endeavor insofar as practicable to vote or cause to be
voted, in accordance with the instructions set forth in such requests, the
maximum number of Pledged Notes as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of an Upper DECS, the Agent shall abstain from voting the Pledged
Note evidenced by such Upper DECS.

         The Upper DECS Certificates are issuable only in registered form
and only in denominations of a single Upper DECS and any integral multiple
thereof. The transfer of any Upper DECS Certificate will be registered and
Upper DECS Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Upper DECS 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 Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Holder of an
Upper DECS may substitute for the Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, securing its obligations under the related
Purchase Contract Treasury Securities in accordance with the terms of the
Purchase Contract Agreement and the Pledge Agreement. From and after such
Collateral Substitution, the Upper DECS for which such Pledged Treasury
Securities secures the Holder's obligation under the Purchase Contract
shall be referred to as a "Stripped DECS." A Holder that elects to
substitute a Treasury Security for Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, thereby creating Stripped DECS, shall be
responsible for any fees or expenses payable in connection therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract underlying an Upper DECS remains in effect, such Upper
DECS shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Upper DECS in respect of the Pledged
Note, Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, and Purchase
Contract constituting such Upper DECS may be transferred and exchanged only
as an Upper DECS.

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

         Subject to the next succeeding paragraph, the Company shall pay,
on each Payment Date, the Contract Adjustment Payments, if any, payable in
respect of each Purchase Contract to the Person in whose name the Upper
DECS Certificate evidencing such Purchase Contract is registered at the
close of business on the Record Date for such Payment Date. Contract
Adjustment Payments, if any, will be payable at the office of the Agent in
the City of New York or, at the option of the Company, by check mailed to
the address of the Person entitled thereto at such address as it appears on
the Upper DECS Register or by wire transfer to the account designated by
such Person in writing at least five Business Days prior to the applicable
Payment Date.

         The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract
Adjustment Payments otherwise payable on any Payment Date, but only if the
Company shall give the Holders and the Agent written notice of its election
to defer Contract Adjustment Payments as provided in the Purchase Contract
Agreement. Any Contract Adjustment Payments so deferred shall, to the
extent permitted by law, bear additional Contract Adjustment Payments
thereon at the rate of 6.42% per year (computed on the basis of a 360-day
year of twelve 30-day months), compounding on each succeeding Payment Date,
until paid in full (such deferred installments of Contract Adjustment
Payments, if any, together with the additional Contract Adjustment
Payments, if any, accrued thereon, are referred to herein as the "Deferred
Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if
any, shall be due on the next succeeding Payment Date except to the extent
that payment is deferred pursuant to the Purchase Contract Agreement. No
Contract Adjustment Payments may be deferred to a date that is after the
Stock Purchase Date and no such deferral period may end other than on a
Payment Date.

         In the event that the Company elects to defer the payment of
Contract Adjustment Payments on the Purchase Contracts until a Payment Date
prior to the Stock Purchase Date, then all Deferred Contract Adjustment
Payments, if any, shall be payable to the registered Holders as of the
close of business on the Record Date immediately preceding such Payment
Date.

         In the event that the Company elects to defer the payment of
Contract Adjustment Payments on the Purchase Contracts until the Stock
Purchase Date, the Holder of this Upper DECS Certificate will receive on
the Stock Purchase Date, in lieu of a cash payment, a number of shares of
Common Stock (in addition to the number of shares of Common Stock equal to
the Settlement Rate) equal to (i) the aggregate amount of Deferred Contract
Adjustment Payments payable to the Holder of this Upper DECS Certificate
divided by (ii) the Applicable Market Value.

         In the event the Company exercises its option to defer the payment
of Contract Adjustment Payments, then, until the Deferred Contract
Adjustment Payments have been paid, the Company shall not declare or pay
dividends on, make distributions with respect to, or redeem, purchase or
acquire, or make a liquidation payment with respect to, any of its Common
Stock other than (i) purchases, redemptions or acquisitions of shares of
Common Stock in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of employees, officers or
directors or a stock purchase or dividend reinvestment plan, or the
satisfaction by the Company of its obligations pursuant to any contract or
security outstanding on the date the Company exercises its rights to defer
the Contract Adjustment Payments; (ii) as a result of a reclassification of
the Company's Capital Stock or the exchange or conversion of one class or
series of for another class or series of the Company's Capital Stock; (iii)
the purchase of fractional interests in shares of any series of the
Company's Common Stock pursuant to the conversion or exchange provisions of
such Common Stock or the security being converted or exchanged; (iv)
dividends or distributions in any series of the Company's Common Stock (or
rights to acquire Common Stock) or repurchases, acquisitions or redemptions
of Common Stock in connection with the issuance or exchange of any series
of Common Stock (or securities convertible into or exchangeable for shares
of the Company's Common Stock; or (v) redemptions, exchanges or repurchases
of any rights outstanding under a shareholder rights plan or the
declaration or payment thereunder of a dividend or distribution of or with
respect to rights in the future.

         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
Contract Adjustment Payments, if any, or any Deferred Contract Adjustment
Payments, and the rights of the Holders to purchase Common Stock, shall
immediately and automatically terminate, without the necessity of any
notice or action by any Holder, the Agent or the Company, if, on or prior
to the Stock Purchase Date, a Termination Event shall have occurred. Upon
the occurrence of a Termination Event, the Company shall promptly but in no
event later than two Business Days thereafter give written notice to the
Agent, the Collateral Agent and to the Holders, at their addresses as they
appear in the Upper DECS Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in
the Treasury Portfolio, as the case may be, from the Pledge in accordance
with the provisions of the Pledge Agreement.

         Upon registration of transfer of this Upper DECS Certificate, the
transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Agent pursuant to
the 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 Upper DECS Certificate. The Company covenants and agrees,
and the Holder, by its acceptance hereof, likewise covenants and agrees, to
be bound by the provisions of this paragraph.

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

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

         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 its principles of conflicts of laws.

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

         The 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 Agent.




                               ABBREVIATIONS

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

TEN COM -         as tenants in common

UNIF GIFT MIN ACT -             Custodian

                                              --------------------------------
                                              (cust)                 (minor)

                                              Under Uniform Gifts to Minors Act

                                              --------------------------------
                                                        (State)

TEN ENT -         as tenants by the entireties

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

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




                                 ASSIGNMENT


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

_______________________________________________________________________________

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

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

the within Upper DECS Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ____________________________
attorney to transfer said Upper DECS Certificates on the books of
TEMPLE-INLAND INC. with full power of substitution in the premises.

Dated: _______________________      Signature: ___________________________

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

Signature Guarantee: __________________________________________________________




                          SETTLEMENT INSTRUCTIONS


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

<TABLE>
<CAPTION>

<S>                                                       <C>
Dated: ___________________                                 Signature: __________________________
                                                           Signature Guarantee: ________________
                                                           (if assigned to another person)

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

__________________________________                         ______________________________________
Name                                                       Name

__________________________________                         ______________________________________
Address                                                    Address

Social Security or other Taxpayer
Identification Number, if any
</TABLE>




                          ELECTION TO SETTLE EARLY

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

<TABLE>
<CAPTION>

<S>                                        <C>
Dated: ____________________                 Signature: __________________________________________
                                            Signature Guarantee: ________________________________

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

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

__________________________________                         ______________________________________
Name                                                       Name

__________________________________                         ______________________________________
Address                                                    Address

Social Security or other Taxpayer
Identification Number, if any

Transfer instructions for Pledged Notes, Pledged Treasury Consideration or
the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, transferable upon Early Settlement or a Termination Event:
</TABLE>




                  (TO BE ATTACHED TO GLOBAL CERTIFICATES)


          SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


The following increases or decreases in this Global Certificate have been
made:
<TABLE>
<CAPTION>

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




</TABLE>




                                 EXHIBIT B


                     FORM OF STRIPPED DECS CERTIFICATE


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

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

Form of Face of Stripped DECS Certificate

No. ___________________ CUSIP No. 879868305 Number of Stripped DECS
_______________ This Stripped DECS Certificate certifies that [For
inclusion in Global Certificates only -- Cede & Co.] is the registered
Holder of the number of Stripped DECS set forth above [For inclusion in
Global Certificates only - or such other number of Stripped DECS reflected
in the Schedule of Increases or Decreases in Global Certificate attached
hereto]. Each Stripped DECS represents (i) a 1/20 undivided beneficial
ownership interest in a Treasury Security, subject to the Pledge of such
interest in such Treasury Security by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one
Purchase Contract with TEMPLE-INLAND INC., a Delaware corporation (the
"Company"). All capitalized terms used herein which are defined in the
Purchase Contract Agreement have the meaning set forth therein.

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

Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped DECS Certificate to purchase, and the Company to sell, on May 17,
2005 (the "Stock Purchase Date"), at a price equal to $50 (the "Stated
Amount"), a number of shares of Common Stock, $1.00 par value per share
("Common Stock"), of the Company, equal to the Settlement Rate, unless on
or prior to the Stock Purchase Date there shall have occurred a Termination
Event or an Early Settlement, Merger Early Settlement or Cash Settlement
with respect to the Stripped DECS 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 (as defined herein) for
the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase
Date by application of payments received in respect of the Pledged Treasury
Securities pledged to secure the obligations under such Purchase Contract
in accordance with the terms of the Pledge Agreement.

The Company shall pay on each Payment Date in respect of each Purchase
Contract forming part of a Stripped DECS evidenced hereby an amount (the
"Contract Adjustment Payments") equal to 1.08% per year of the Stated
Amount, computed on the basis of a 360-day year of 12 30-day months,
subject to deferral at the option of the Company as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof
(provided that if any date on which Contract Adjustment Payments are to be
made on the Purchase Contracts is not a Business Day, then payment of the
Contract Adjustment Payments payable on that date will be made on the next
succeeding day which is a Business Day, and no interest or payment will be
paid in respect of the delay, except that if such next succeeding Business
Day is in the next succeeding calendar year, such payment will be made on
the immediately preceding Business Day). Such Contract Adjustment Payments
shall be payable to the Person in whose name this Stripped DECS Certificate
(or a Predecessor Stripped DECS Certificate) is registered at the close of
business on the Record Date for such Payment Date.

Contract Adjustment Payments, if any, will be payable at the office of the
Agent in the City of New York or, at the option of the Company, by check
mailed to the address of the Person entitled thereto at such address as it
appears on the Stripped DECS Register or by wire transfer to the account
designated by such Person in writing at least five Business Days prior to
the applicable Payment Date.

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

Unless the certificate of authentication hereon has been executed by the
Agent by manual signature, this Stripped DECS 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.




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

                        TEMPLE-INLAND INC.


                        By: ____________________________________
                             Name:
                             Title:


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


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


                        By: ____________________________________
                             Authorized Officer




                   AGENT'S CERTIFICATE OF AUTHENTICATION


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

                                               JPMORGAN CHASE BANK,
                                               as Purchase Contract Agent


Dated:                                           By:___________________________
                                                 Authorized Officer




                   (Reverse of Stripped DECS Certificate)

Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of May 1, 2002 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and JPMorgan
Chase Bank, as Purchase Contract Agent (including its successors
thereunder, herein called the "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 Agent, the Company and the Holders
and of the terms upon which the Stripped DECS Certificates are, and are to
be, executed and delivered. In the case of any inconsistency between this
Certificate and the Purchase Contract Agreement, the terms of the Purchase
Contract Agreement shall prevail.

Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped DECS Certificate to purchase, and the Company to sell, on the
Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a
number of shares of Common Stock of the Company equal to the Settlement
Rate, unless, on or prior to the Stock Purchase Date, there shall have
occurred a Termination Event or an Early Settlement, Merger Early
Settlement or Cash Settlement with respect to the Stripped DECS of which
such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if
the Applicable Market Value (as defined below) is greater than or equal to
$63.44 (the "Threshold Appreciation Price"), 0.7881 shares of Common Stock
per Purchase Contract, (b) if the Applicable Market Value is less than the
Threshold Appreciation Price but is greater than $52.00, the number of
shares of Common Stock per Purchase Contract equal to the Stated Amount
divided by the Applicable Market Value and (c) if the Applicable Market
Value is less than or equal to $52.00, 0.9615 shares of Common Stock per
Purchase Contract, in each case subject to adjustment as provided in the
Purchase Contract Agreement. No fractional shares of Common Stock will be
issued upon settlement of Purchase Contracts, as provided in the Purchase
Contract Agreement.

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

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

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

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

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

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

The Stripped DECS Certificates are issuable only in registered form and
only in denominations of a single Stripped DECS and any integral multiple
thereof. The transfer of any Stripped DECS Certificate will be registered
and Stripped DECS Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Stripped DECS 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 Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Holder of a
Stripped DECS may substitute for the Pledged Treasury Securities securing
its obligations under the related Purchase Contract Notes or the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such substitution, the
Stripped DECS for which such Pledged Notes, Pledged Treasury Consideration
or Pledged Applicable Ownership Interest in the Treasury Portfolio secures
the Holder's obligation under the Purchase Contract shall be referred to as
an "Upper DECS." A Holder that elects to substitute Notes or the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, for Pledged Treasury Securities,
thereby reestablishing Upper DECS, shall be responsible for any fees or
expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract
underlying a Stripped DECS remains in effect, such Stripped DECS shall not
be separable into its constituent parts, and the rights and obligations of
the Holder of such Stripped DECS in respect of the Pledged Treasury
Security and the Purchase Contract constituting such Stripped DECS may be
transferred and exchanged only as a Stripped DECS.

Subject to the next succeeding paragraph, the Company shall pay, on each
Payment Date, the Contract Adjustment Payments, payable in respect of each
Purchase Contract to the Person in whose name the Stripped DECS Certificate
evidencing such Purchase Contract is registered at the close of business on
the Record Date for such Payment Date. Contract Adjustment Payments, if
any, will be payable at the office of the Agent in the City of New York or,
at the option of the Company, by check mailed to the address of the Person
entitled thereto at such address as it appears on the Stripped DECS
Register or by wire transfer to the account designated by such Person in
writing at least five Business Days prior to the applicable Payment Date.

The Company shall have the right, at any time prior to the Stock Purchase
Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date, but only if the Company
shall give the Holders and the Agent written notice of its election to
defer Contract Adjustment Payments as provided in the Purchase Contract
Agreement. Any Contract Adjustment Payments so deferred shall, to the
extent permitted by law, bear additional Contract Adjustment Payments
thereon at the rate of 6.42% per year (computed on the basis of a 360-day
year of 12 30-day months), compounding on each succeeding Payment Date,
until paid in full (such deferred installments of Contract Adjustment
Payments, if any, together with the additional Contract Adjustment Payments
accrued thereon, are referred to herein as the "Deferred Contract
Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall
be due on the next succeeding Payment Date except to the extent that
payment is deferred pursuant to the Purchase Contract Agreement. No
Contract Adjustment Payments may be deferred to a date that is after the
Stock Purchase Date and no such deferral period may end other than on a
Payment Date.

In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until a Payment Date prior to
the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if
any, shall be payable to the registered Holders as of the close of business
on the Record Date immediately preceding such Payment Date.

In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until the Stock Purchase
Date, the Holder of this Stripped DECS Certificate will receive on the
Stock Purchase Date, in lieu of a cash payment, a number of shares of
Common Stock (in addition to the number of shares of Common Stock equal to
the Settlement Rate) equal to (i) the aggregate amount of Deferred Contract
Adjustment Payments payable to the Holder of this Stripped DECS Certificate
divided by (ii) the Applicable Market Value.

In the event the Company exercises its option to defer the payment of
Contract Adjustment Payments, then, until the Deferred Contract Adjustment
Payments have been paid, the Company shall not declare or pay dividends on,
make distributions with respect to, or redeem, purchase or acquire, or make
a liquidation payment with respect to, any of its Common Stock other than
(i) purchases, redemptions or acquisitions of shares of Common Stock in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers or directors or
a stock purchase or dividend reinvestment plan, or the satisfaction by the
Company of its obligations pursuant to any contract or security outstanding
on the date the Company exercises its rights to defer the Contract
Adjustment Payments; (ii) as a result of a reclassification of the
Company's Capital Stock or the exchange or conversion of one class or
series of the Company's Capital Stock for another class or series of the
Company's Capital Stock; (iii) the purchase of fractional interests in
shares of the Company's Common Stock pursuant to the conversion or exchange
provisions of such Common Stock or the security being converted or
exchanged; (iv) dividends or distributions in Common Stock (or rights to
acquire Common Stock) or repurchases, acquisitions or redemptions of Common
Stock in connection with the issuance or exchange of Common Stock (or
securities convertible into or exchangeable for shares of our Common
Stock); or (v) redemptions, exchanges or repurchases of any rights
outstanding under a shareholder rights plan or the declaration or payment
thereunder of a dividend or distribution of or with respect to rights in
the future.

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

Upon registration of transfer of this Stripped DECS Certificate, the
transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Agent pursuant to
the 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 Stripped DECS Certificate. The Company covenants and
agrees, and the Holder, by his acceptance hereof, likewise covenants and
agrees, to be bound by the provisions of this paragraph.

The Holder of this Stripped DECS Certificate, by his acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase
Contracts forming part of the Stripped DECS evidenced hereby on his 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 such Holder's obligations under such
Purchase Contracts, consents to the provisions of the Purchase Contract
Agreement, authorizes the Agent to enter into and perform the Pledge
Agreement on such Holder's behalf as attorney-in-fact, and consents to the
Pledge of the Treasury Securities underlying this Stripped DECS Certificate
pursuant to the Pledge Agreement. The Holder further covenants and agrees,
that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof,
payments in respect of the Pledged Treasury Securities, to be paid upon
settlement of such Holder's obligations to purchase Common Stock under the
Purchase Contract, shall be paid on the Stock Purchase Date by the
Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no
right, title or interest in such payments.

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

Subject to certain exceptions, the provisions of the 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
its principles of conflicts of laws.

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

The 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 Agent.




                               ABBREVIATIONS


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

TEN COM - as tenants in common

UNIF GIFT MIN ACT - Custodian

                                            --------------------------------
                                            (cust)                  (minor)


                                            Under Uniform Gifts to Minors Act
                                            --------------------------------
                                                        (State)


TEN ENT -      as tenants by the entireties

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

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




                                 ASSIGNMENT


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

_______________________________________________________________________________

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

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

the within Stripped DECS Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ____________________________
attorney to transfer said Upper DECS Certificates on the books of
TEMPLE-INLAND INC. with full power of substitution in the premises.

Dated: _______________________      Signature: ___________________________

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

Signature Guarantee: ___________________________________________________




                          SETTLEMENT INSTRUCTIONS


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

<S>                                                       <C>
Dated: ____________________                                Signature:
                                                           Signature Guarantee:
                                                           (if assigned to another person)

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

----------------------------------                         ----------------------------------
Name                                                       Name
----------------------------------                         ----------------------------------
Address                                                    Address

Social Security or other Taxpayer
Identification Number, if any
</TABLE>




                          ELECTION TO SETTLE EARLY


The undersigned Holder of this Stripped DECS Certificate hereby irrevocably
exercises the option to effect Early Settlement in accordance with the
terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Stripped DECS evidenced by this Stripped
DECS Certificate specified below. The option to effect Early Settlement may
be exercised only with respect to Purchase Contracts underlying Stripped
DECS with an aggregate Stated Amount equal to $1,000 or an integral
multiple thereof. The undersigned Holder directs that a certificate for
shares of Common Stock deliverable upon such Early Settlement be registered
in the name of, and delivered, together with a check in payment for any
fractional share and any Stripped DECS Certificate representing any
Stripped DECS evidenced hereby as to which Early Settlement of the related
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.

<TABLE>
<CAPTION>

<S>                                         <C>
Dated: ____________________                 Signature: _____________________________
                                            Signature Guarantee: ___________________

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

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

----------------------------------                         ----------------------------------
Name                                                       Name
----------------------------------                         ----------------------------------
Address                                                    Address

Social Security or other Taxpayer
Identification Number, if any

Transfer instructions for Pledged Treasury Securities transferable upon
Early Settlement or a Termination Event:
</TABLE>





<TABLE>
<CAPTION>

                                 (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:

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




</TABLE>




                                 EXHIBIT C


                INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                              COLLATERAL AGENT


Bank One Trust Company, N.A.,
as Collateral Agent
1 Bank One Plaza
Chicago, Illinois 60670

Re:      Upper DECS of TEMPLE-INLAND INC. (the "Company")

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

We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge
Agreement, dated as of May 1, 2002 (the "Pledge Agreement") among the
Company, you, as Collateral Agent, Custodial Agent and Securities
Intermediary and us, as Purchase Contract Agent and as attorney-in-fact for
the holders of [Upper DECS] [Stripped DECS] from time to time, that the
holder of Upper DECS and Stripped DECS listed below (the "Holder") has
elected to substitute [$_____ aggregate principal amount of Treasury
Securities (CUSIP No. _________)] [$_______ aggregate principal amount of
Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP
No. _____) or the Applicable Ownership Interest of the Treasury Portfolio,
as the case may be,] in exchange for the related [Pledged Notes, Pledged
Treasury Consideration or the appropriate Pledged Applicable Ownership
Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury
Securities] held by you in accordance with the Pledge Agreement and has
delivered to us a notice stating that the Holder has Transferred [Treasury
Securities] [Notes, the Treasury Consideration or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may
be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of
such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury
Consideration or the appropriate Pledged Applicable Ownership Interest of
the Treasury Portfolio, as the case may be,], and upon the payment by such
Holder of any applicable fees, to release the [Notes, the Treasury
Consideration or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be,] [Treasury Securities] related to
such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's
instructions. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.





Date:  _____________________

                                             JPMORGAN CHASE BANK,
                                             as Purchase Contract Agent
                                             By:_______________________________
                                                Name:
                                                Title:

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

Name:
Social Security or other Taxpayer Identification Number, if
any:
Address:




                                 EXHIBIT D


                   INSTRUCTION TO PURCHASE CONTRACT AGENT


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

Re:  Upper DECS of TEMPLE-INLAND INC. (the "Company")

The undersigned Holder hereby notifies you that it has delivered to Bank
One Trust Company, N.A., as Collateral Agent, Custodial Agent and
Securities Intermediary [$_______ aggregate principal amount of Treasury
Securities (CUSIP No. _________)] [$_______ aggregate principal amount of
Notes or $_____ principal amount of Treasury Consideration (CUSIP No.
_____) or the appropriate Applicable Ownership Interest in the Treasury
Portfolio, as the case may be] in exchange for the related [Pledged Notes,
Pledged Treasury Consideration or the appropriate Pledged Applicable
Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged
Treasury Securities] held by the Collateral Agent, in accordance with
Section [4.1] [4.2] of the Pledge Agreement, dated May 1, 2002 (the "Pledge
Agreement"), among you, the Company and the Collateral Agent. The
undersigned Holder has paid the Collateral Agent all applicable fees
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the
undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or
the appropriate Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be] [Pledged Treasury Securities] related to
such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not
defined shall have the meaning set forth in the Pledge Agreement.

Date: ____________________          Signature: _____________________________


                                    Signature Guarantee: ___________________

Please print name and address of Registered Holder:

Name:

Social Security or other Taxpayer Identification Number, if any:

Address:




                                 EXHIBIT E


                     NOTICE TO SETTLE BY SEPARATE CASH


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

Re:      Upper DECS of TEMPLE-INLAND INC. (the "Company")

The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.4 of the Purchase Contract Agreement dated as of May 1, 2002
among the Company and yourselves, 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 Collateral Agent, on or prior to 11:00
a.m. New York City time, on the Business Day immediately preceding the
Stock Purchase Date, (in lawful money of the United States by [certified or
cashiers check or] wire transfer, in each case in immediately available
funds), $_________ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company under the related Purchase Contract
on the Stock Purchase Date. The undersigned Holder hereby instructs you to
notify promptly the Collateral Agent of the undersigned Holder's election
to make such cash settlement with respect to the Purchase Contracts related
to such Holder's Upper DECS.

Dated: ____________________            Signature: _____________________________
                                       Signature Guarantee: ___________________

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

Please print name and address of Registered Holder:

Social Security or other Taxpayer Identification Number, if any: ______________




                                 EXHIBIT F


                       FORM OF REMARKETING AGREEMENT