<PAGE>
                                                                     EXHIBIT 4.4

                                                                 EXECUTION COPY




                               ALLTEL CORPORATION
                                 as the Company

                                       and

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                           as Purchase Contract Agent

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

                           PURCHASE CONTRACT AGREEMENT

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

                            dated as of May 6, 2002

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                               Table of Contents

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                                                                                                               Page
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Article I Definitions and Other Provisions of General Applications................................................1

         Section 1.1 Definitions..................................................................................1

         Section 1.2 Compliance Certificates and Opinions........................................................16

         Section 1.3 Form of Documents Delivered to Agent........................................................17

         Section 1.4 Acts of Holders; Record Dates...............................................................17

         Section 1.5 Notices.....................................................................................18

         Section 1.6 Notice to Holders; Waiver...................................................................19

         Section 1.7 Effect of Headings and Table of Contents....................................................20

         Section 1.8 Successors and Assigns......................................................................20

         Section 1.9 Separability Clause.........................................................................20

         Section 1.10 Benefits of Agreement......................................................................20

         Section 1.11 Governing Law..............................................................................20

         Section 1.12 Legal Holidays.............................................................................20

         Section 1.13 Counterparts...............................................................................21

         Section 1.14 Inspection of Agreement....................................................................21

         Section 1.15 Appointment of Financial Institution as Agent for the Company..............................21

         Section 1.16 No Waiver..................................................................................21

Article II Certificate Forms.....................................................................................21

         Section 2.1 Forms of Certificates Generally.............................................................21

         Section 2.2 Form of Agent's Certificate of Authentication...............................................22

Article III The Securities.......................................................................................23

         Section 3.1 Title and Terms; Denominations..............................................................23

         Section 3.2 Rights and Obligations Evidenced by the Certificates........................................23
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                                      i

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         Section 3.3 Execution, Authentication, Delivery and Dating..............................................24

         Section 3.4 Temporary Certificates......................................................................24

         Section 3.5 Registration; Registration of Transfer and Exchange.........................................25

         Section 3.6 Book-Entry Interests........................................................................26

         Section 3.7 Notices to Holders..........................................................................27

         Section 3.8 Appointment of Successor Clearing Agency....................................................27

         Section 3.9 Definitive Certificates.....................................................................27

         Section 3.10 Mutilated, Destroyed, Lost and Stolen Certificates.........................................27

         Section 3.11 Persons Deemed Owners......................................................................28

         Section 3.12 Cancellation...............................................................................29

         Section 3.13 Establishment of Treasury Units............................................................29

         Section 3.14 Reestablishment of Corporate Units.........................................................31

         Section 3.15 Transfer of Collateral upon Occurrence of Termination Event................................32

         Section 3.16 No Consent to Assumption...................................................................33

         Section 3.17 CUSIP Numbers..............................................................................33

Article IV The Notes and Applicable Ownership Interest in the Treasury Portfolio.................................33

         Section 4.1 Interest and Other Payments; Rights to Payments Preserved; Rate
                Reset; Notice....................................................................................33

         Section 4.2 Notice and Voting...........................................................................35

         Section 4.3 Tax Event Redemption........................................................................35

         Section 4.4 CUSIP Numbers...............................................................................36

Article V The Purchase Contracts.................................................................................36

         Section 5.1 Purchase of Shares of Common Stock..........................................................36

         Section 5.2 Contract Adjustment Payments................................................................38

         Section 5.3 Deferral of Payment Dates for Contract Adjustment Payments..................................43

         Section 5.4 Initial Remarketing and Secondary Remarketing...............................................45
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                                      ii

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         Section 5.5 Payment of Purchase Price, Cash Settlement, Secondary Remarketing...........................46

         Section 5.6 Issuance of Shares of Common Stock..........................................................49

         Section 5.7 Adjustment of Settlement Rate...............................................................50

         Section 5.8 Notice of Adjustments and Certain Other Events..............................................56

         Section 5.9 Termination Event; Notice...................................................................57

         Section 5.10 Early Settlement...........................................................................57

         Section 5.11 No Fractional Shares.......................................................................59

         Section 5.12 Charges and Taxes..........................................................................60

Article VI Remedies..............................................................................................60

         Section 6.1 Unconditional Right of Holders to Purchase Common Stock.....................................60

         Section 6.2 Restoration of Rights and Remedies..........................................................60

         Section 6.3 Rights and Remedies Cumulative..............................................................60

         Section 6.4 Delay or Omission Not Waiver................................................................61

         Section 6.5 Undertaking for Costs.......................................................................61

         Section 6.6 Waiver of Stay or Extension Laws............................................................61

Article VII The Agent............................................................................................62

         Section 7.1 Certain Duties and Responsibilities.........................................................62

         Section 7.2 Notice of Default...........................................................................62

         Section 7.3 Certain Rights of Agent.....................................................................63

         Section 7.4 Not Responsible for Recitals or Issuance of Securities......................................64

         Section 7.5 May Hold Securities.........................................................................64

         Section 7.6 Money Held in Custody.......................................................................64

         Section 7.7 Compensation and Reimbursement..............................................................64

         Section 7.8 Corporate Agent Required; Eligibility.......................................................65

         Section 7.9 Resignation and Removal; Appointment of Successor...........................................65
</TABLE>

                                     iii

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         Section 7.10 Acceptance of Appointment by Successor.....................................................67

         Section 7.11 Merger, Conversion, Consolidation or Succession to Business................................67

         Section 7.12 Preservation of Information; Communications to Holders.....................................67

         Section 7.13 No Obligations of Agent....................................................................68

         Section 7.14 Tax Compliance.............................................................................68

Article VIII Supplemental Agreements.............................................................................69

         Section 8.1 Supplemental Agreements Without Consent of Holders..........................................69

         Section 8.2 Supplemental Agreements with Consent of Holders.............................................69

         Section 8.3 Execution of Supplemental Agreements........................................................70

         Section 8.4 Effect of Supplemental Agreements...........................................................70

         Section 8.5 Reference to Supplemental Agreements........................................................71

Article IX Consolidation, Merger, Sale or Conveyance.............................................................71

         Section 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except
                Under Certain Conditions.........................................................................71

         Section 9.2 Rights and Duties of Successor Corporation..................................................71

         Section 9.3 Opinion of Counsel Given to Agent...........................................................72

Article X Covenants..............................................................................................72

         Section 10.1 Performance Under Purchase Contracts.......................................................72

         Section 10.2 Maintenance of Office or Agency............................................................72

         Section 10.3 Company to Reserve Common Stock............................................................73

         Section 10.4 Covenants as to Common Stock, Dividends and Distributions..................................73

         Section 10.5 Tax Treatment..............................................................................73
</TABLE>

                                      iv

<PAGE>

                  PURCHASE CONTRACT AGREEMENT, dated as of May 6, 2002 between
ALLTEL Corporation, a Delaware corporation (the "Company"), and J. P. Morgan
Trust Company, National Association, a National banking association, acting as
purchase contract agent for the Holders of Securities (as defined herein) from
time to time (the "Agent").

                                    RECITALS

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

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

                                   WITNESSETH:

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

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATIONS

                  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;

                  (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 hereof.

                                      1

<PAGE>

                        "Affiliate" has the same meaning as given to that
                  term in Rule 405 promulgated under the Securities Act of 1933,
                  as amended, as is in effect on the date hereof.

                        "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.

                        "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 hereof.

                        "Applicable Ownership Interest" means, with respect
                  to a Corporate Unit and the Treasury Securities in the
                  Treasury Portfolio, (A) a 1/20, or 5%, undivided beneficial
                  ownership interest in a $1,000 principal or interest amount of
                  a principal or interest strip in a U.S. Treasury Security
                  included in such Treasury Portfolio which matures on or prior
                  to May 17, 2005 and (B) for the scheduled interest payment
                  date on the Notes that occurs on the Purchase Contract
                  Settlement Date, in the case of a Successful Initial
                  Remarketing, or for each scheduled interest payment date on
                  the Notes that occurs after the Tax Event Redemption Date and
                  on or before the Purchase Contract Settlement Date, in the
                  case of a Tax Event Redemption, a 0.078125% 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.

                        "Applicable Principal Amount" means the aggregate
                  principal amount of the Notes which are components of
                  Corporate Units on the Initial Remarketing Date.

                        "Authorized Newspaper" means a daily newspaper, in
                  the English language, customarily published on each day that
                  is a Business Day in The City of New York, whether or not
                  published on days that are Legal Holidays, and of general
                  circulation in The City of New York. The Authorized Newspaper
                  for the purposes of the Reset Announcement Date is currently
                  anticipated to be The Wall Street Journal.

                        "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 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

                                      2

<PAGE>

                  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 the board of directors of
                  the Company or a duly authorized committee of that board.

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

                        "Business Day" means any day other than a Saturday, a
                  Sunday or any other day on which banking institutions in New
                  York City (in the State of New York) are permitted or required
                  by any applicable law to close.

                        "Cash Merger Date" has the meaning set forth in
                  Section 5.7(b)(2) hereof.

                        "Cash Merger Notice" has the meaning set forth in
                  Section 5.7(b)(2) hereof.

                        "Cash Settlement" has the meaning set forth in
                  Section 5.5(a)(i) hereof.

                        "Certificate" means a Corporate Unit Certificate or a
                  Treasury Unit Certificate.

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

                        "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 hereof.

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

                        "Collateral Account" has the meaning specified in
                  Article I of the Pledge Agreement.

                                      3

<PAGE>

                        "Collateral Agent" means Wachovia Bank, National
                  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 hereof.

                        "Common Equity Securities" means shares of a class of
                  stock of the Company that is not entitled to priority over any
                  other class of stock of the Company in the payment of
                  dividends or with respect to rights upon the liquidation,
                  dissolution or winding up of the Company.

                        "Common Stock" means the Common Stock, $1.00 par
                  value, 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 provisions of this
                  Agreement, and thereafter "Company" shall mean such successor.

                        "Constituent Person" has the meaning specified in
                  Section 5.7(b).

                        "Contract Adjustment Payments" means the amount
                  payable by the Company in respect of each Purchase Contract
                  constituting a part of a Corporate Unit or a Treasury Unit
                  equal to 1.50% of the Stated Amount per year, 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 5.2 or 5.3 hereof. Contract Adjustment
                  Payments will accrue from May 6, 2002 and will be payable
                  quarterly in arrears on any Payment Date, commencing on August
                  17, 2002.

                        "Corporate Trust Office" means the principal
                  corporate trust 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 Chase Financial Tower, Suite 220, 250 W. Huran
                  Road, Cleveland, Ohio 44113.

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

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

                        "Corporate Units Register" and "Corporate Units
                  Registrar" have the respective meanings specified in Section
                  3.5 hereof.

                                      4

<PAGE>

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

                        "Current Market Price" has the meaning specified in
                  Section 5.7(a)(8) hereof.

                        "Custodial Agent" has the meaning specified in
                  Article I of the Pledge Agreement, which as described therein
                  shall initially be the same Person as the Collateral Agent.

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

                        "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 5.10(a) hereof.

                        "Early Settlement Amount" has the meaning specified
                  in Section 5.10(a) hereof.

                        "Early Settlement Date" has the meaning specified in
                  Section 5.10(a) hereof.

                        "Early Settlement Rate" has the meaning specified in
                  Section 5.10(c) hereof.

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

                        "Expiration Date" has the meaning specified in
                  Section 1.4 hereof.

                        "Expiration Time" has the meaning specified in
                  Section 5.7(a)(6) hereof.

                        "Failed Initial Remarketing" has the meaning specified
                  in Section 5.4(a) hereof.

                        "Failed Secondary Remarketing" has the meaning specified
                  in Section 5.5(b).

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

                        "Global Note Certificate" means a certificate evidencing
                  the respective rights and obligations of Holders in respect of
                  the aggregate principal amount of

                                      5

<PAGE>

                  Notes specified on such certificate and which is registered
                  in the name of a Clearing Agency or a nominee thereof.

                        "Holder", when used with respect to a Security, means
                  the Person in whose name the Security evidenced by a Corporate
                  Unit Certificate and/or a Treasury Unit Certificate is
                  registered in the related Corporate Units Register and/or
                  Treasury Units Register, as the case may be.

                        "Indenture" means the Indenture dated as of January
                  1, 1987, by and between the Company and the Indenture Trustee
                  (or its predecessor), as supplemented by a First Supplemental
                  Indenture dated as of March 1, 1987, a Second Supplemental
                  Indenture dated as of April 1, 1989, a Third Supplemental
                  Indenture dated as of May 8, 1990, a Fourth Supplemental
                  Indenture dated as of March 1, 1991, a Fifth Supplemental
                  Indenture dated as of October 15, 1993, a Sixth Supplemental
                  Indenture dated as of April 1, 1994, a Seventh Supplemental
                  Indenture dated as of September 1, 1995, an Eighth
                  Supplemental Indenture dated as of March 1, 1996, a Ninth
                  Supplemental Indenture dated as of April 1, 1999, and a Tenth
                  Supplemental Indenture dated as of May 6, 2002, and as further
                  supplemented and amended in accordance with the terms thereof.

                        "Indenture Trustee" means J. P. Morgan Trust Company,
                  National Association, as trustee under the Indenture, or any
                  successor thereto.

                        "Initial Remarketing" has the meaning specified in
                  Section 5.4 hereof.

                        "Initial Remarketing Date" has the meaning specified
                  in Section 5.4 hereof.

                        "Issuer Order" or "Issuer Request" means a written
                  order or request signed in the name of the Company by its
                  Chairman of the Board, its Chief Executive Officer, its
                  President, an Executive Vice President, or a Senior Vice
                  President, and by its Chief Financial Officer, its Treasurer,
                  an Assistant Treasurer, its Secretary or an Assistant
                  Secretary, and delivered to the Agent.

                        "New York Office" shall have the meaning set forth in
                  Section 10.2 hereof.

                        "Notes" means the series of senior notes of the
                  Company designated the senior notes due May 17, 2007, to be
                  issued under the Indenture as of the date hereof.

                        "NYSE" has the meaning specified in Section 5.1
                  hereof.

                        "Officer's Certificate" means a certificate of the
                  Company signed on its behalf by the Chairman of the Board, its
                  Chief Executive Officer, its President, an Executive Vice
                  President, or a Senior Vice President, the Treasurer, any
                  Assistant Treasurer, the Secretary or any Assistant Secretary
                  of the Company and delivered to the Agent.

                                      6

<PAGE>

                        "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.

                        "Outstanding Securities", with respect to the
                  Corporate Units or Treasury Units, means, as of the date of
                  determination, all Corporate Units or Treasury Units, as the
                  case may be, evidenced by Certificates theretofore
                  authenticated, executed and delivered under this Agreement,
                  except:

                             (i)   If a Termination Event has occurred, (A)
                        Treasury Units for which the Stated Amount of Treasury
                        Securities has been theretofore deposited with the
                        Agent in trust for the Holders of such Treasury Units
                        and (B) Corporate Units for which the Stated Amount
                        of the related Notes or the appropriate Applicable
                        Ownership Interest of the Treasury Portfolio, as the
                        case may be, has been theretofore deposited with the
                        Agent in trust for the Holders of such Corporate
                        Units;

                             (ii)  Corporate Units or Treasury Units 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)  Corporate Units or Treasury Units 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 protected purchaser in whose
                        hands the Corporate Units or Treasury Units evidenced
                        by such Certificate are valid obligations of the
                        Company;

                  provided, however, that in determining whether the Holders of
                  --------  -------
                  the requisite number of the Corporate Units or Treasury Units
                  have given any request, demand, authorization, direction,
                  notice, consent or waiver hereunder, Corporate Units or
                  Treasury Units 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
                  Corporate Units or Treasury Units which a Responsible Officer
                  of the Agent actually knows to be so owned shall be so
                  disregarded. Corporate Units or Treasury Units so owned which
                  have been pledged in good faith may be regarded as Outstanding
                  Securities if the pledgee establishes to the satisfaction of
                  the Agent the pledgee's right so to act with respect to such
                  Corporate Units or Treasury Units 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.

                                      7

<PAGE>

                        "Permitted Investments" has the meaning set forth in
                  Article 1 of the Pledge Agreement.

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

                        "Pledge" means the pledge under the Pledge Agreement
                  of the Notes or the appropriate Applicable Ownership Interest
                  of the Treasury Portfolio, as the case may be, and of the
                  Treasury Securities, in each case constituting a part of the
                  Securities.

                        "Pledge Agreement" means the Pledge Agreement, dated
                  as of May 6, 2002, by and among the Company, the Collateral
                  Agent and the Agent, on its own behalf and as attorney-in-fact
                  for the Holders from time to time of the Securities, as the
                  same may hereafter be amended in accordance with the terms
                  thereof.

                        "Predecessor Certificate" means a Predecessor
                  Corporate Unit Certificate or a Predecessor Treasury Unit
                  Certificate.

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

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

                        "Primary Treasury Dealer" means a primary U.S.
                  government securities dealer in The City of New York.

                        "Proceeds" has the meaning set forth in Article 1 of
                  the Pledge Agreement.

                                      8

<PAGE>

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

                        "Purchase Contract Settlement Date" means May 17, 2005.

                        "Purchase Contract Settlement Fund" has the meaning
                  specified in Section 5.6 hereof.

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

                        "Purchased Shares" has the meaning specified in
                  Section 5.7(a)(6) hereof.

                        "Quotation Agent" means (i) Merrill Lynch Government
                  Securities, Inc. and its respective successors or (ii) any
                  other primary U.S. government securities dealer in New York
                  City selected by the Company.

                        "Record Date":

                        (a)      for the distribution payable in respect of
                  the Notes on any Payment Date;

                        (b)      for the distribution payable in respect of
                  the Applicable Ownership Percentage of the Treasury Portfolio
                  on any Payment Date; and

                        (c)      for the Contract Adjustment Payment payable
                  on any Payment Date,

                        means, in each case, the first day of the month in
                  which the relevant Payment Date occurs.

                        "Redemption Amount" means, 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 applicable Tax Event
                  Redemption Principal Amount.

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

                        "Register" means the Corporate Units Register and the
                  Treasury Units Register.

                        "Registrar" means the Corporate Units Registrar and
                  the Treasury Units Registrar.

                        "Remarketing Agent" has the meaning specified in
                  Section 5.4 hereof.

                                      9

<PAGE>

                        "Remarketing Agreement" means the Remarketing
                  Agreement dated as of May 6, 2002 by and among the Company,
                  the Remarketing Agent and the Agent.

                        "Remarketing Fee" has the meaning specified in
                  Section 5.4 hereof.

                        "Remarketing Per Note Price" means the Treasury
                  Portfolio Purchase Price divided by the number of Notes held
                  as components of Corporate Units and remarketed in the Initial
                  Remarketing.

                        "Reorganization Event" has the meaning specified in
                  Section 5.7(b) hereof.

                        "Reset Agent" means a nationally recognized
                  investment banking firm chosen by the Company to determine the
                  Reset Rate. It is currently anticipated that Merrill Lynch,
                  Pierce, Fenner & Smith Incorporated will act in such capacity.

                        "Reset Announcement Date" means, in the case of the
                  Reset Rate to be determined on the Initial Remarketing Date,
                  the tenth Business Day immediately preceding February 17, 2005
                  and, in the case of the Reset Rate to be determined on the
                  Secondary Remarketing Date, the tenth Business Day immediately
                  preceding the Purchase Contract Settlement Date.

                        "Reset Rate" means the interest rate per year (to be
                  determined by the Reset Agent in accordance with this
                  Agreement), equal to the sum of (X) the Reset Spread and (Y)
                  the rate of interest on (1) in the case of the Reset Rate to
                  be determined on the Initial Remarketing Date, the Two and
                  One-Quarter Year Benchmark Treasury in effect on the Initial
                  Remarketing Date or (2) in the case of the Reset Rate to be
                  determined on the Secondary Remarketing Date, the Two-Year
                  Benchmark Treasury in effect on the Secondary Remarketing
                  Date; provided, however, that the Reset Rate shall not exceed
                        --------  -------
                  the maximum rate permitted by applicable law.

                        "Reset Spread" means (a) in the case of the Reset
                  Rate to be determined on the Initial Remarketing Date, a
                  spread amount to be determined by the Reset Agent on the
                  applicable Reset Announcement Date as the appropriate spread
                  so that the Reset Rate will be the interest rate that the
                  Notes should bear in order for the Applicable Principal Amount
                  of Notes to have an approximate aggregate market value of
                  100.5% of the Treasury Portfolio Purchase Price on the Initial
                  Remarketing Date and (b) in the case of the Reset Rate to be
                  determined on the Secondary Remarketing Date, a spread amount
                  determined by the Reset Agent on the applicable Reset
                  Announcement Date as the appropriate spread so that the Reset
                  Rate will be the interest rate that the Notes should bear in
                  order for the Notes to have an approximate market value of
                  100.5% of their principal amount on the Secondary Remarketing
                  Date.

                        "Responsible Officer", when used with respect to the
                  Agent, means any officer of the Agent with primary
                  responsibility for the administration of this Agreement and
                  the Pledge Agreement.

                                      10

<PAGE>

                        "Secondary Remarketing" has the meaning specified in
                  Section 5.5(b) hereof.

                        "Secondary Remarketing Date" has the meaning
                  specified in Section 5.5(b) hereof.

                        "Securities Intermediary" has the meaning specified
                  in Article I of the Pledge Agreement, which as described
                  therein shall initially be the same Person as the Collateral
                  Agent.

                        "Security" means a Corporate Unit or a Treasury Unit.

                        "Senior Indebtedness" means indebtedness of any kind
                  of the Company unless the instrument under which such
                  indebtedness is incurred expressly provides that it is on a
                  parity in right of payment with or subordinate in right of
                  payment to the Contract Adjustment Payments.

                        "Separate Notes" means Notes that are no longer a
                  component of Corporate Units.

                        "Separate Notes Purchase Price" means the amount in
                  cash equal to the product of the Remarketing Per Note Price
                  multiplied by the number of Separate Notes remarketed in the
                  Initial Remarketing.

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

                        "Stated Amount" means $50.

                        "Subsidiary" means (i) a corporation, a majority of
                  whose capital stock with voting power, under ordinary
                  circumstances, to elect directors is, at the date of
                  determination, directly or indirectly owned by the Company, by
                  one or more Subsidiaries of the Company or by the Company and
                  one or more Subsidiaries of the Company, (ii) a partnership in
                  which the Company or a Subsidiary of the Company holds a
                  majority interest in the equity capital or profits of such
                  partnership, or (iii) any other Person (other than a
                  corporation) in which the Company, a Subsidiary of the Company
                  or the Company and one or more Subsidiaries of the Company,
                  directly or indirectly, at the date of determination, has (x)
                  at least a majority ownership interest or (y) the power to
                  elect or direct the election of a majority of the directors or
                  other governing body of such Person.

                        "Successful Initial Remarketing" has the meaning
                  specified in Section 5.4 hereof.

                        "Successful Secondary Remarketing" has the meaning
                  specified in Section 5.5(b) hereof.

                        "Tax Event" means the receipt by the Company of an
                  opinion of a nationally recognized independent tax counsel
                  experienced in such matters, to the

                                      11

<PAGE>

                  effect that, 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 interpretation or application of such laws or
                  regulations by any legislative body, court, governmental
                  agency or regulatory authority or (c) any interpretation
                  or pronouncement that provides for a position with respect
                  to such laws or regulations that differs from the
                  generally accepted position on May 6, 2002, which
                  amendment, change or proposed change is effective or which
                  interpretation or pronouncement is announced on or after
                  May 6, 2002, there is more than an insubstantial risk that
                  interest or original issue discount on the Notes would not
                  be deductible, in whole or in part, by the Company for
                  United States federal income tax purposes.

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

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

                        "Tax Event Redemption Principal Amount" means, either:

                        (a)      if the Tax Event Redemption Date occurs:

                                 (i)     prior to February 17, 2005; or

                                 (ii)    prior to the Purchase Contract
                                 Settlement Date (in the event of a Failed
                                 Initial Remarketing),

                                 the aggregate principal amount of the Notes
                        which are components of Corporate Units on the Tax Event
                        Redemption Date; or

                        (b)      if the Tax Event Redemption Date occurs:

                                 (i)     on or after February 17, 2005; or

                                 (ii)    on or after the Purchase Contract
                                 Settlement Date (in the event of a Failed
                                 Initial Remarketing),

                                 the aggregate principal amount of the Notes
                        outstanding on the Tax Event Redemption Date.

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

                        "Termination Event" means the occurrence of any of
                  the following events: (i) at any time on or prior to the
                  Purchase Contract Settlement Date, a judgment,

                                      12

<PAGE>

                  decree or court order shall have been entered granting
                  relief under the Bankruptcy Code, 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
                  Purchase Contract Settlement Date, such decree or order
                  shall have continued undischarged and unstayed for a
                  period of 60 days; or (ii) at any time on or prior to the
                  Purchase Contract Settlement 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 Purchase
                  Contract Settlement Date, such judgment, decree or order
                  shall have continued undischarged and unstayed for a
                  period of 60 days, or (iii) at any time on or prior to the
                  Purchase Contract Settlement Date, the Company shall file
                  a petition for relief under the Bankruptcy Code, or shall
                  consent to the filing of a bankruptcy proceeding against
                  it, or shall file a petition or answer or consent seeking
                  reorganization or liquidation under the Bankruptcy Code or
                  any other similar applicable Federal or State law, or
                  shall consent to the filing of any such petition, or shall
                  consent to the appointment of a receiver or liquidator or
                  trustee or assignee in bankruptcy or insolvency of it or
                  of its property, or shall make an assignment for the
                  benefit of creditors, or shall admit in writing its
                  inability to pay its debts generally as they become due.

                        "Threshold Appreciation Price" has the meaning
                  specified in Section 5.1 hereof.

                        "TIA" means the Trust Indenture Act of 1939, as
                  amended, or any successor statute.

                        "Trading Day" has the meaning specified in Section
                  5.1 hereof.

                        "Treasury Portfolio":

                        (1) in connection with the Initial Remarketing, means
                  a portfolio of zero-coupon U.S. Treasury Securities consisting
                  of (x) principal or interest strips of U.S. Treasury
                  Securities that mature on or prior to May 17, 2005 in an
                  aggregate amount equal to the Applicable Principal Amount and
                  (y) with respect to the scheduled interest payment date on the
                  Notes that occurs on the Purchase Contract Settlement Date,
                  principal or interest strips of U.S. Treasury Securities that
                  mature on or prior to such date in an aggregate amount equal
                  to the aggregate interest payment that would be due on the
                  Applicable Principal Amount of the Notes on such date if the
                  applicable Coupon Rate on the Notes were not reset to the
                  Reset Rate as described in Section 4.1 hereof; and

                        (2)      in connection with a Tax Event Redemption,
                  means either:

                                      13

<PAGE>

                        (a)      (i)     if the Tax Event Redemption Date occurs
                                 prior to February 17, 2005; or

                                 (ii)    prior to the Purchase Contract
                                 Settlement Date (in the event of a Failed
                                 Initial Remarketing),

                                 a portfolio of zero-coupon U.S. Treasury
                        Securities consisting of (x) principal or interest
                        strips of U.S. Treasury Securities which mature on or
                        prior to May 17, 2005 in an aggregate amount equal to
                        the applicable Tax Event Redemption Principal Amount
                        and (y) with respect to each scheduled interest
                        payment date on the Notes that occurs after the Tax
                        Event Redemption Date and on or before the Purchase
                        Contract Settlement Date, principal or interest
                        strips of U.S. Treasury Securities that mature on or
                        prior to such date in an aggregate amount equal to
                        the aggregate interest payment that would be due on
                        the applicable Tax Event Redemption Principal Amount
                        of the Notes on such date; or

                        (b)      (i)     if the Tax Event Redemption Date occurs
                                 on or after February 17, 2005; or

                                 (ii)    on or after the Purchase Contract
                                 Settlement Date (in the event of a Failed
                                 Initial Remarketing),

                                 a portfolio of zero-coupon U.S. Treasury
                        Securities consisting of (x) principal or interest
                        strips of U.S. Treasury Securities which mature on or
                        prior to May 17, 2005 in an aggregate amount equal to
                        the applicable Tax Event Redemption Principal Amount
                        and (y) with respect to each scheduled interest
                        payment date on the Notes that occurs after the Tax
                        Event Redemption Date, principal or interest strips
                        of such U.S. Treasury Securities that mature on or
                        prior to such date in an aggregate amount equal to
                        the aggregate interest payment that would be due on
                        the applicable Tax Event Redemption Principal Amount
                        of the Notes on such date.

                        "Treasury Portfolio Purchase Price":

                        (a)     in the case of a Tax Event Redemption, means the
                  lowest aggregate price quoted by the Primary Treasury Dealer
                  to the Quotation Agent on the third Business Day immediately
                  preceding the Tax Event Redemption Date for the purchase of
                  the applicable Treasury Portfolio for settlement on the Tax
                  Event Redemption Date; or

                        (b)     in the case of the Initial Remarketing, means
                  the lowest aggregate price quoted by the Primary Treasury
                  Dealer to the Quotation Agent on the Initial Remarketing Date
                  for the purchase of the applicable Treasury Portfolio for
                  settlement on February 17, 2005.

                                      14

<PAGE>

                        "Treasury Security" means zero-coupon U.S. Treasury
                  Securities (CUSIP Number 912803AD5), which are the principal
                  strip of the U.S. Treasury Securities that are scheduled to
                  mature on May 15, 2005.

                        "Treasury Units" means the collective rights and
                  obligations of a Holder of a Treasury Unit Certificate in
                  respect of the Treasury Securities, subject to the Pledge
                  thereof, and the related Purchase Contract.

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

                        "Treasury Units Register" and "Treasury Units
                  Registrar" have the respective meanings specified in Section
                  3.5 hereof.

                         "Two-Year Benchmark Treasury" means direct
                  obligations of the United States (which may be obligations
                  traded on a when-issued basis only) having a maturity
                  comparable to the remaining term to maturity of the Notes, as
                  agreed upon by the Company and the Reset Agent. The rate for
                  the Two-Year Benchmark Treasury will be the bid side rate
                  displayed at 10:00 A.M., New York City time, on the third
                  Business Day immediately preceding the Purchase Contract
                  Settlement Date in the Telerate system (or if the Telerate
                  system is (a) no longer available on the Secondary Remarketing
                  Date or (b) in the opinion of the Reset Agent (after
                  consultation with the Company) no longer an appropriate system
                  from which to obtain such rate, such other nationally
                  recognized quotation system as, in the opinion of the Reset
                  Agent (after consultation with the Company), is appropriate).
                  If such rate is not so displayed, the rate for the Two-Year
                  Benchmark Treasury shall be, as calculated by the Reset Agent,
                  the yield to maturity for the Two-Year Benchmark Treasury,
                  expressed as a bond equivalent on the basis of a year of 365
                  or 366 days, as applicable, and applied on a daily basis, and
                  computed by taking the arithmetic mean of the secondary market
                  bid rates, as of 10:30 A.M., New York City time, on the
                  Secondary Remarketing Date of three leading United States
                  government securities dealers selected by the Reset Agent
                  (after consultation with the Company)(which may include the
                  Reset Agent or an Affiliate thereof).

                        "Two and One-Quarter Year Benchmark Treasury" means
                  direct obligations of the United States (which may be
                  obligations traded on a when-issued basis only) having a
                  maturity comparable to the remaining term to maturity of the
                  Notes, as agreed upon by the Company and the Reset Agent. The
                  rate for the Two and One-Quarter Year Benchmark Treasury will
                  be the bid side rate displayed at 10:00 A.M., New York City
                  time, on the Initial Remarketing Date in the Telerate system
                  (or if the Telerate system is (a) no longer available on the
                  Initial Remarketing Date or (b) in the opinion of the Reset
                  Agent (after consultation with the Company), no longer an
                  appropriate system from which to obtain such rate, such other
                  nationally recognized quotation system as, in the opinion of
                  the Reset Agent (after consultation with the Company) is
                  appropriate).

                                      15

<PAGE>

                  If such rate is not so displayed, the rate for the Two and
                  One-Quarter Year Benchmark Treasury shall be, as
                  calculated by the Reset Agent, the yield to maturity for
                  the Two and One-Quarter Year Benchmark Treasury, expressed
                  as a bond equivalent on the basis of a year of 365 or 366
                  days, as applicable, and applied on a daily basis, and
                  computed by taking the arithmetic mean of the secondary
                  market bid rates, as of 10:30 A.M., New York City time, on
                  the Initial Remarketing Date of three leading United
                  States government securities dealers selected by the Reset
                  Agent (after consultation with the Company) (which may
                  include the Reset Agent or an Affiliate thereof).

                        "Underwriting Agreement" means the Terms Agreement
                  dated April 30, 2002 between the Company, Merrill Lynch & Co.,
                  Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
                  America Securities LLC, Salomon Smith Barney, Inc., First
                  Union Securities, Inc., Banc One Capital Markets, Inc.,
                  McDonald Investments Inc., Stephens Inc. and SunTrust Capital
                  Markets, Inc., as underwriters.

                  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 reasonably requested by the Agent, an Opinion of Counsel addressed to
the Agent stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

                  (2)      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;

                  (3)      a statement that, in the opinion of each such Person,
         he or she or it 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

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

                                      16

<PAGE>

                  Section 1.3  Form of Documents Delivered to Agent.

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

                  Any certificate or opinion of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless the Company 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, the Company stating that the information with respect to
such factual matters is in the possession of the Company unless the Person
giving such certificate or Opinion of 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 Securities shall be proved by the
Corporate Units Register or the Treasury Units 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

                                      17

<PAGE>

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 Securities entitled to give,
make or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Agreement to be given,
made or taken by Holders of Securities. If any record date is set pursuant to
this paragraph, the Holders of the outstanding Corporate Units and the
outstanding Treasury Units, as the case may be, on such record date, and no
other Holders, shall be entitled to take the relevant action with respect to
the Corporate Units or the Treasury Units, as the case may be, whether or not
such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite number of Outstanding Securities 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 Securities 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 Securities in the manner set forth in Section 1.6.

                  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 Securities 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, instruction,
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,

                  (1)   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
         (which may be via facsimile) and personally delivered or mailed,
         first-class postage prepaid, to the Agent at Chase Financial Tower,
         Suite 220, 250 W. Huron Road, Cleveland, Ohio 44113, Attention:
         Institutional Trust Services, Facsimile: (216) 274-1633, with a copy
         to: 15th Floor, 450 West 33rd Street, New York,

                                      18

<PAGE>

         New York 10001 or at any other address previously furnished in
         writing by the Agent to the Holders and the Company; or

                  (2)      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 or mailed, first-class postage prepaid, to the
         Company at One Allied Drive, Little Rock, Arkansas, 72202, Attention:
         Francis X. Frantz, Facsimile: (501) 905-0962 or at any other address
         previously furnished in writing to the Agent by the Company; or

                  (3)      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 or mailed, first-class
         postage prepaid, addressed to the Collateral Agent at 5047 San
         Felipe, Suite 1050, Houston, TX 77057, Attention: Corporate Trust
         Department, or at any other address previously furnished in writing
         by the Collateral Agent to the Agent, the Company and the Holders; or

                  (4)      the Indenture 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 or mailed, first-class postage prepaid,
         addressed to the Indenture Trustee at Chase Financial Tower, Suite
         220, 250 W. Huron Road, Cleveland, Ohio 44113, Attention:
         Institutional Trust Services, Facsimile: (216) 274-1633, with a copy
         to the Agent at 15th Floor, 450 West 33rd Street, New York, New York
         10001, or at any other address previously furnished in writing by the
         Indenture Trustee to the Company.

                  Section 1.6  Notice to Holders; Waiver.

                  Where this Agreement provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at its address as it appears in the
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.

                  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.

                                       19

<PAGE>

                  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 Securities
shall be invalid, illegal or unenforceable, then, to the extent permitted by
law, 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 Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the applicable terms and conditions hereof and of the
Securities evidenced by their Certificates by their acceptance of delivery of
such Certificates.

                  Section 1.11 Governing Law.

                  THIS AGREEMENT AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ANY CONFLICT OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION.

                  Section 1.12 Legal Holidays.

                  In any case where any Purchase Contract Settlement Date or any
Early Settlement Date shall not be a Business Day, then (notwithstanding any
other provision of this Agreement, the Corporate Unit Certificates or the
Treasury Unit 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
Purchase Contract Settlement Date or Early Settlement Date, as applicable.

                  In any case where the Payment Date shall not be a Business
Day, then (notwithstanding any other provision of this Agreement, the Corporate
Unit Certificates or the Treasury Unit Certificates), the Contract Adjustment
Payment shall not be made on such date, but shall be made on the immediately
following Business Day with the same force and effect as if made on the Payment
Date, provided that no interest shall accrue or be payable by the Company or to
any Holder for the period from and after any such Payment Date unless there

                                      20

<PAGE>

shall be a default in the payment due on such next succeeding Business Day,
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 the applicable Payment Date.

                  Section 1.13 Counterparts.

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

                  Section 1.14 Inspection of Agreement.

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

                  Section 1.15 Appointment of Financial Institution as Agent for
the Company.

                  The Company may appoint a financial institution (which may be
the Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the obligations of the Agent and the
holders, under this Agreement and the Purchase Contracts, by giving notice of
such appointment in the manner provided in Section 1.5 hereof. Any such
appointment shall not relieve the Company in any way from its obligation
hereunder.

                  Section 1.16 No Waiver.

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

                                   ARTICLE II

                                CERTIFICATE FORMS

                  Section 2.1  Forms of Certificates Generally.

                  The Corporate Unit Certificates (including the form of
Purchase Contract forming part of the Corporate Units 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 on which the Corporate Units are listed or any
depositary therefor, or as may, consistently herewith, be determined by the
officers of the Company

                                      21

<PAGE>

executing such Corporate Unit Certificates, as evidenced by their execution of
the Corporate Unit Certificates.

                  The definitive Corporate Unit Certificates may 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
Corporate Unit Certificates, consistent with the provisions of this Agreement,
as evidenced by their execution thereof.

                  The Treasury Unit Certificates (including the form of Purchase
Contract forming part of the Treasury Units 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 on which the Treasury Units are listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Treasury Unit Certificates, as evidenced by their
execution of the Treasury Unit Certificates.

                  The definitive Treasury Unit Certificates may 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
Treasury Unit Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution thereof.

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

                  THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
                  THE PURCHASE CONTRACT AGREEMENT (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.

                  The form of the Agent's certificate of authentication of the
Corporate Units shall be in substantially the form set forth on the form of the
Corporate Unit Certificates.

                  The form of the Agent's certificate of authentication of the
Treasury Units shall be in substantially the form set forth on the form of the
Treasury Unit Certificates.

                                      22

<PAGE>

                                   ARTICLE III

                                  THE SECURITIES

                  Section 3.1  Title and Terms; Denominations.

                  The aggregate number of Corporate Units and Treasury Units
evidenced by Certificates authenticated, executed on behalf of the Holders and
delivered hereunder is limited to 25,000,000 (or 28,750,000 if the underwriters'
overallotment 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, 3.9, 3.10, 3.13, 3.14, 5.10 or 8.5 hereof.

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

                  Section 3.2  Rights and Obligations Evidenced by the
Certificates.

                  Each Corporate Unit Certificate shall evidence the number of
Corporate Units specified therein, with each such Corporate Unit representing
the ownership by the Holder thereof of a beneficial interest in a Note or the
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
subject to the Pledge of such Note or the Applicable Ownership Interest of 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 Corporate Unit shall pledge, pursuant to the Pledge
Agreement, the Note or the Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, forming a part of such Corporate Unit, to the
Collateral Agent and grant to the Collateral Agent a security interest in the
right, title, and interest of such Holder in such Note or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, for the
benefit of the Company, to secure the obligation of the Holder under each
Purchase Contract to purchase the shares of Common Stock.

                  Each Treasury Unit Certificate shall evidence the number of
Treasury Units specified therein, with each such Treasury Unit representing the
ownership by the Holder thereof of a 1/20, or 5%, undivided beneficial ownership
interest in a Treasury Security with a principal amount at maturity equal to
$1,000, subject to the Pledge of such Treasury Security by such Holder pursuant
to the Pledge Agreement, and 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 Treasury Unit shall pledge, pursuant to the
Pledge Agreement, the Treasury Security to the Collateral Agent and grant to the
Collateral Agent a security interest in the right, title and interest of such
Holder in such Treasury Security, 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 Contract shall not entitle the Holder of a
Security to any rights of a holder of shares of Common Stock, including, without
limitation, the right to vote or receive any dividends

                                      23

<PAGE>

or other payments or to consent or to receive notice as a shareholder in
respect of the meetings of shareholders or for the election of directors of the
Company or for any other matter, or any other rights whatsoever as a
shareholder of the Company.

                  Section 3.3  Execution, Authentication, Delivery and
Dating.

                  Subject to the provisions of Sections 3.13 and 3.14 hereof,
upon the execution and delivery of this Agreement, and at any time and from time
to time thereafter, the Company may deliver Certificates executed by the Company
to the 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.

                  The Certificates shall be executed on behalf of the Company by
(i) any one of its Chairman of the Board, its Chief Executive Officer, its
President, an Executive Vice President or a Senior Vice President and (ii) any
one of its Treasurer or one of its Assistant Treasurers or its Secretary or one
of its Assistant Secretaries. The signature of any of these officers on the
Certificates may be manual or facsimile.

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

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

                  Each Certificate shall be dated the date of its
authentication.

                  No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by an authorized signatory of the 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.

                  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 that 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 Corporate Units or
Treasury Units are listed, or as may, consistently herewith, be

                                      24

<PAGE>

determined by the officers of the Company executing such Certificates, as
evidenced by their execution of the Certificates.

                  If temporary Certificates are issued, the Company will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office or the New York 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
Corporate Units or Treasury Units, 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 Corporate Units or Treasury Units, as the case
may be, evidenced thereby as definitive Certificates.

                  Section 3.5  Registration; Registration of Transfer and
Exchange.

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

                  Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office or the New York 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 any
authorized denominations, like tenor, and evidencing a like number of Corporate
Units or Treasury Units, as the case may be.

                  At the option of the Holder, Certificates may be exchanged for
other Certificates, of any authorized denominations and evidencing a like number
of Corporate Units or Treasury Units, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office or the New York
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 that the Holder
making the exchange is entitled to receive.

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

                                      25

<PAGE>

                  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.

                  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 hereof not involving any transfer.

                  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
Purchase Contract Settlement Date or the Termination Date. In lieu of delivery
of a new Certificate, upon satisfaction of the applicable conditions specified
above in this Section and receipt of appropriate registration or transfer
instructions from such Holder, the Agent shall (i) if the Purchase Contract
Settlement Date has occurred, deliver (or request the Company to deliver) the
shares of Common Stock issuable in respect of the Purchase Contracts forming a
part of the Securities evidenced by such Certificate (together with any cash or
other property to which the Holder is entitled), or (ii) if a Termination Event
shall have occurred prior to the Purchase Contract Settlement Date, transfer the
Notes, the appropriate Applicable Ownership Interest of 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 Five hereof.

                  Notwithstanding anything in this Agreement to the contrary, no
transfer by any Holder to any Person other than the Company of any Corporate
Unit, Treasury Unit or Note may be made or will be recognized unless such
instrument has been surrendered and accepted for registration of transfer in
accordance with the provisions of this Section 3.5, or unless such transfer is
effectuated through the book-entry system described in Section 3.6.

                  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 by, or on behalf of, the Company. Such Global Certificate shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.9 hereof. 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 hereof:

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

                  (b)      the Company and the Agent shall be entitled to deal
with the Clearing Agency for all purposes of this Agreement (including
receiving approvals, votes or consents

                                      26

<PAGE>

hereunder) as the Holder of the Securities 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 hereof conflict with any other provisions of this Agreement, the provisions
of this Section 3.6 hereof 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 Agent shall give
such notices and communications to the Holders and, with respect to any
Securities registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the 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 Securities, the Company may, in its
sole discretion, appoint a successor Clearing Agency with respect to the
Securities.

                  Section 3.9  Definitive Certificates.

                  If (i) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 3.8 hereof or (ii) there shall have occurred and be continuing a default
by the Company in respect of its obligations under one or more Purchase
Contracts, or one or more Notes, then upon surrender of the Global Certificates
representing the Book-Entry Interests with respect to the Securities 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.

                  Section 3.10 Mutilated, Destroyed, Lost and Stolen
Certificates.

                  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
Corporate Units or Treasury Units, as the case may be, and bearing a Certificate
number not contemporaneously outstanding.

                  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

                                      27

<PAGE>

Certificate has been acquired by a protected 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
Corporate Units or Treasury Units, as the case may be, and bearing a Certificate
number not contemporaneously outstanding.

                  Notwithstanding the foregoing, the Company shall not be
obligated to execute and deliver to the 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 Purchase Contract Settlement Date or the Termination Date. In
lieu of delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Agent shall (i) if
the Purchase Contract Settlement Date has occurred, deliver (or request the
Company to deliver) the shares of Common Stock issuable in respect of the
Purchase Contracts forming a part of the Securities evidenced by such
Certificate (together with any cash or other property to which the Holder is
entitled), or (ii) if a Termination Event shall have occurred prior to the
Purchase Contract Settlement Date, transfer the Notes, the appropriate
Applicable Ownership Interest of 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 Five hereof.

                  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 reasonable fees and
expenses of the Agent) connected therewith.

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

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

                  Section 3.11 Persons Deemed Owners.

                  Prior to due presentment of a Certificate for registration of
transfer, the Company and the 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 Corporate Units or Treasury Units evidenced thereby, for the purpose of
(subject to any applicable Record Date) receiving interest on the Notes or on
the maturing quarterly interest strips of the Treasury Portfolio, as applicable,
receiving payments of Contract Adjustment Payments (if any), for the performance
of the Purchase Contracts and for all other purposes whatsoever, whether or not
any interest on the Notes shall be overdue and notwithstanding any notice to the
contrary, and neither the Company

                                      28

<PAGE>

nor the Agent, nor any agent of the Company or the Agent, shall be affected by
notice to the contrary.

                  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 nor 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.

                  All Certificates surrendered for delivery of shares of Common
Stock on or after the Purchase Contract Settlement Date, upon the transfer of
Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio
or Treasury Securities, as the case may be, after the occurrence of a
Termination Event or pursuant to an Early Settlement, or upon the registration
of a transfer or exchange of a Security, or a Collateral Substitution or the
re-establishment of a Corporate Unit or Treasury Unit 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 its customary manner.

                  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 Treasury Units.

                  Subject to the conditions set forth in this Agreement, a
Holder may separate the Notes or the appropriate Applicable Ownership Interest
of the Treasury Portfolio, as applicable, from the related Purchase Contracts in
respect of a Corporate Unit by substituting for such Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
Treasury Securities in an aggregate principal amount of such Notes or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as applicable (a "Collateral
Substitution"), at any time from and after the date of this Agreement and on or
prior to the fifth Business Day immediately preceding the Purchase Contract
Settlement Date in the case of the Notes and on or prior to the second Business
Day

                                      29

<PAGE>

immediately preceding the Purchase Contract Settlement Date in the case of
the appropriate Applicable Ownership Interest of the Treasury Portfolio, in each
case by (a) depositing with the Collateral Agent Treasury Securities having an
aggregate principal amount at maturity equal to the aggregate principal amount
of the Notes comprising part of such Corporate Units or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio comprising part of such Corporate Unit, as
the case may be, and (b) transferring the related Corporate Units 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 Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, underlying such
Corporate Units, whereupon the Agent shall promptly give such instruction to the
Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of
                                               ---------
the Treasury Securities described in clause (a) above and the instruction
described in clause (b) above, in accordance with the terms of the Pledge
Agreement, the Collateral Agent will release to the Agent, on behalf of the
Holder, Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, having the appropriate aggregate principal amount
in the case of such Notes or the appropriate 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 Corporate Units;

                  (ii)     transfer the Notes or the appropriate 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 a Treasury Unit Certificate executed by the Company in
         accordance with Section 3.3 hereof evidencing the same number
         of Purchase Contracts as were evidenced by the cancelled
         Corporate Units.

                  Holders who elect to separate the Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
from the related Purchase Contract and to substitute Treasury Securities for
such Notes or the appropriate 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.

                  Holders may make Collateral Substitutions (i) only in integral
multiples of 20 Corporate Units if Treasury Securities are being substituted for
the Notes, or (ii) only in integral multiples of 32,000 Corporate Units if
Treasury Securities are being substituted for appropriate Applicable Ownership
Interest of the Treasury Portfolio.

                  In the event a Holder making a Collateral Substitution
pursuant to this Section 3.13 fails to effect a book-entry transfer of the
Corporate Units or fails to deliver a Corporate Unit Certificate(s) to the Agent
after depositing Treasury Securities with the Collateral Agent, the Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, constituting a part of such Corporate Units, and any interest on such
Notes or the

                                      30

<PAGE>

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

                  Except as described in this Section 3.13, for so long as the
Purchase Contract underlying a Corporate Unit remains in effect, such Corporate
Unit shall not be separable into its constituent parts, and the rights and
obligations of the Holder in respect of the Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, and Purchase
Contract comprising such Corporate Unit may be acquired, and may be transferred
and exchanged, only as a Corporate Unit.

                  Section 3.14 Reestablishment of Corporate Units.

                  Subject to the conditions set forth in this Agreement, a
Holder of a Treasury Unit may recreate Corporate Units at any time (i) on or
prior to the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing
has not occurred, and (ii) on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a
Successful Initial Remarketing has occurred and an Applicable Ownership Interest
in the Treasury Portfolio has become a component of the Corporate Units, in each
case by (a) depositing with the Collateral Agent Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
having an aggregate principal amount in the case of the Notes, or an appropriate
Applicable Ownership Interest (as defined in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, equal to the aggregate
principal amount of the Treasury Securities comprising part of the Treasury
Units and (b) transferring the related Treasury Units 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
Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to
the Collateral Agent and requesting that the Agent instruct the Collateral Agent
to release the Treasury Securities underlying such Treasury Units, whereupon the
Agent shall promptly give such instruction to the Collateral Agent,
substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, described in clause (a) above and the instruction described in clause
(b) above, in accordance with the terms of the Pledge Agreement, the Collateral
Agent will release to the Agent, on behalf of the Holder, the Treasury
Securities having a corresponding aggregate principal amount 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 Treasury Units;

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

                  (iii)    authenticate, execute on behalf of such Holder and
         deliver a Corporate Unit Certificate executed by the Company in
         accordance with Section 3.3 hereof

                                      31

<PAGE>

         evidencing the same number of Purchase Contracts as were evidenced by
         the cancelled Treasury Units.

                  Holders who elect to reestablish Corporate Units shall be
responsible for any fees or expenses (including, without limitation, fees and
expenses payable to the Collateral Agent for its services as Collateral Agent)
in respect of the reestablishment and the Company shall not be responsible for
any such fees.

                  Holders of Treasury Units may reestablish Corporate Units in
integral multiples of 20 Treasury Units for the same multiple of 20 Corporate
Units if a Tax Event Redemption or a Successful Initial Remarketing has not
occurred, and in integral multiples of 32,000 Treasury Units for 32,000
Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing
has occurred.

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

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

                  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 Applicable Ownership Interest of the
Treasury Portfolio or the Treasury Securities, as the case may be, underlying
the Corporate Units and the Treasury Units pursuant to the terms of the Pledge
Agreement, the Agent shall request transfer instructions with respect to such
Notes or the appropriate Applicable Ownership Interest of 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 Corporate Units
Register or the Treasury Units Register, as the case may be. Upon book-entry
transfer of the Corporate Units or Treasury Units or delivery of a Corporate
Unit Certificate or a Treasury Unit Certificate to the Agent with such transfer
instructions, the Agent shall transfer the Notes, the Applicable Ownership
Interest of the Treasury Portfolio or Treasury Securities, as the case may be,
underlying such Corporate Units or Treasury Units, as the case may be, to such
Holder by book-entry transfer, or other appropriate procedures, in accordance
with such instructions; provided, however, that, to the extent that a Holder of
                        --------  -------
Corporate Units or Treasury Units would otherwise be entitled to receive

                                      32

<PAGE>

less than $1,000 principal amount at maturity of the Treasury Portfolio or the
Treasury Securities, the Agent shall dispose of such securities for cash, and
transfer the appropriate amount of such cash to such Holder in accordance with
such Holder's instructions. In the event a Holder of Corporate Units or
Treasury Units fails to effect such transfer or delivery, the Notes, the
appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury
Securities, as the case may be, underlying such Corporate Units or Treasury
Units, 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 Corporate Units or Treasury Units are transferred or the Corporate Unit
Certificate or Treasury Unit Certificate is surrendered or such Holder provides
satisfactory evidence that such Corporate Unit Certificate or Treasury Unit
Certificate has been destroyed, lost or stolen, together with any indemnity
that may be required by the Agent and the Company.

                  Section 3.16 No Consent to Assumption.

                  Each Holder of a Security, by acceptance thereof, shall be
deemed expressly to have withheld any consent to the assumption under Section
365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the
Company, receiver, liquidator or a Person performing similar functions, 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.

                  Section 3.17 CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Agent shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Agent of any changes in the "CUSIP" numbers.

                                   ARTICLE IV

                   THE NOTES AND APPLICABLE OWNERSHIP INTEREST
                         IN THE TREASURY PORTFOLIO

                  Section 4.1  Interest and Other Payments; Rights to
Payments Preserved; Rate Reset; Notice.

                  Any distribution on any Note or on the appropriate Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, which is made
on any Payment Date shall, subject to receipt thereof by the Agent from the
Indenture Trustee or from the Collateral Agent as provided by the terms of the
Pledge Agreement, be paid to the Person in whose name the Corporate Unit
Certificate (or one or more Predecessor Corporate Unit Certificates) of which

                                      33

<PAGE>

such Note or the appropriate Applicable Ownership Interest of 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.

                  Each Corporate Unit Certificate evidencing Notes or the
appropriate Applicable Ownership interest in the Treasury Portfolio delivered
under this Agreement upon registration of transfer of or in exchange for or in
lieu of any other Corporate Unit Certificate shall carry the rights to accrued
and unpaid distributions, and other amounts that are to accrue, which were or
will be carried by the Notes or the appropriate Applicable Ownership Interest in
the Treasury Portfolio underlying such other Corporate Unit Certificate.

                  In the case of any Corporate Units with respect to which Cash
Settlement of the underlying Purchase Contract is effected on the Business Day
immediately preceding the Purchase Contract Settlement Date pursuant to prior
notice, or with respect to which Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date, or with respect to which 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, interest on the
Notes or distributions on the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Corporate Units
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Early Settlement or Collateral
Substitution, and such distributions shall, subject to receipt thereof by the
Agent, be payable to the Person in whose name the Corporate Unit Certificate (or
one or more Predecessor 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 Corporate Units with respect to which
Cash Settlement or Early Settlement of the underlying Purchase Contract is
effected on the Business Day immediately preceding the Purchase Contract
Settlement Date or an Early Settlement Date, as the case may be, or with respect
to which a Collateral Substitution has been effected, distributions on the
related Notes or on the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, that would otherwise be payable after
the Purchase Contract Settlement Date or Early Settlement Date shall not be
payable hereunder to the Holder of such Corporate Units; provided, however, that
                                                         --------  -------
to the extent that such Holder continues to hold the separated Notes that
formerly comprised a part of such Holder's Corporate Units, such Holder shall be
entitled to receive any payments made on such separated Notes.

                  The applicable Coupon Rate on the Notes on and after February
17, 2005 will be reset on the Initial Remarketing Date to the applicable Reset
Rate (such Reset Rate to be in effect on and after February 17, 2005), except in
the event of a Failed Initial Remarketing. In the event of a Failed Initial
Remarketing, the applicable Coupon Rate on the Notes outstanding on and after
the Purchase Contract Settlement Date will be reset on the Secondary Remarketing
Date to the applicable Reset Rate (such Reset Rate to be in effect on and after
the Purchase Contract Settlement Date), except in the event of a Failed
Secondary Remarketing. On the applicable Reset Announcement Date, the Reset
Spread and the Two-Year Benchmark Treasury or Two and One-Quarter Benchmark
Treasury, as applicable, to be used to determine the Reset Rate will be
announced by the Company. On the Business Day immediately following the Reset
Announcement Date, the Holders of Notes will be notified of such Reset Spread
and Two-Year Benchmark Treasury or Two and One-Quarter Benchmark Treasury, as
applicable, by the Company. Such notice shall be sufficiently given to Holders
of Notes if published in an Authorized Newspaper in The City of New York.

                                      34

<PAGE>

                  Not later than seven calendar days nor more than fifteen
calendar days prior to the Reset Announcement Date, the Company will notify DTC
or its nominee (or any successor Clearing Agency or its nominee) by first-class
mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency
Participants holding Corporate Units or Treasury Units of such Reset
Announcement Date and, in the case of a Secondary Remarketing, the procedures to
be followed by Holders of Corporate Units who intend to settle their obligation
under the Purchase Contract with separate cash on the Purchase Contract
Settlement Date.

                  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 Notes pledged with the Collateral Agent 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 Corporate Units a notice (prepared by the
Company) (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
Notes underlying their Corporate Units and (c) stating the manner in which such
instructions may be given. Upon the written request of the Holders of Corporate
Units 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 Notes as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Corporate Unit, the Agent shall abstain from voting the Notes
underlying such Corporate Units. The Company hereby agrees, if applicable, to
solicit Holders of Corporate Units to timely instruct the Agent in order to
enable the Agent to vote such Notes.

                  Section 4.3  Tax Event Redemption.

                  Upon the occurrence of a Tax Event Redemption prior to
February 17, 2005 or in the event of a Failed Initial Remarketing, prior to the
Purchase Contract Settlement Date, pursuant to the terms of the Pledge
Agreement, the Collateral Agent will apply, out of the aggregate Redemption
Price for the Notes that are components of Corporate Units, an amount equal to
the aggregate Redemption Amount for the Notes that are components of Corporate
Units to purchase on behalf of the Holders of Corporate Units the Treasury
Portfolio and promptly remit the remaining portion of such Redemption Price to
the Agent for payment to the Holders of such Corporate Units. The Treasury
Portfolio will be substituted for the pledged Notes, and will be held by the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligation of each Holder of a Corporate Unit to purchase the Common Stock
of the Company under the Purchase Contract constituting a part of such Corporate
Units. Following the occurrence of a Tax Event Redemption prior to February 17,
2005, or, in the event of a Failed Initial Remarketing, prior to the Purchase
Contract Settlement Date, the Holders of Corporate Units and the Collateral
Agent shall have such security interests, rights and obligations with respect to
the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent
had in respect of the Notes, as the case may be, subject to the Pledge thereof
as provided in

                                      35

<PAGE>

Sections 2, 3, 4, 5 and 6 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 Corporate
Unit Certificates thereafter to be issued such change in phraseology and form
(but not in substance) as may be appropriate to reflect the substitution of the
Treasury Portfolio for Notes as collateral.

                  Section 4.4  CUSIP Numbers.

                  The Company in issuing the Notes may use "CUSIP" numbers (if
then generally in use), and, if so, the Indenture Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the
Indenture Trustee and the Agent of any changes in the "CUSIP" numbers.

                                   ARTICLE V

                             THE PURCHASE CONTRACTS

                  Section 5.1  Purchase of Shares of Common Stock.

                  Each Purchase Contract shall obligate the Holder of the
related Security to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of newly issued shares of Common Stock equal to the Settlement Rate
unless an Early Settlement has occurred in accordance with Section 5.10 hereof,
or, on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event with respect to the Security of which such Purchase
Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable
Market Value (as defined below) is equal to or greater than $60.39 (the
"Threshold Appreciation Price"), 0.8280 shares of Common Stock per Purchase
Contract, which is equal to the Stated Amount divided by the Threshold
Appreciation Price, (b) if the Applicable Market Value is less than the
Threshold Appreciation Price but is greater than $49.50, (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, 1.0101 shares of
Common Stock per Purchase Contract, in each case subject to adjustment as
provided in Section 5.7 (and in each case rounded upward or downward to the
nearest 1/10,000th of a share). As provided in Section 5.11, no fractional
shares of Common Stock will be issued upon settlement of Purchase Contracts.

                  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 (a) the third Trading Day immediately preceding the Purchase Contract
Settlement Date or (b) for purposes of determining cash payable in lieu of
fractional shares in connection with an Early Settlement

                                      36

<PAGE>

pursuant to Section 5.11 hereof, the third Trading Day immediately preceding
the relevant Early Settlement Date or (c) for the purposes of Section
5.7(b)(2), the third Trading Day immediately preceding the Cash Merger Date.

                  The "Closing Price" of the Common Stock on any date of
determination means the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of the Common Stock on The New York
Stock Exchange (the "NYSE") on any such date; or, if the Common Stock is not
listed for trading on the NYSE on any such date, the closing sale price as
reported in the composite transactions for the principal United States national
or regional 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, the last closing sale price of the Common Stock as reported
by the Nasdaq National 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 Closing Price means the market value of the
Common Stock on the date 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 Holder of a Corporate Unit or a Treasury Unit, 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 Treasury
Portfolio or the Treasury Securities pursuant to the Pledge Agreement; provided
that upon a Termination Event, the rights of the Holder of such Security under
the Purchase Contract may be enforced without regard to any other rights or
obligations. Each Holder of a Corporate Unit or a Treasury Unit, by its
acceptance thereof, further covenants and agrees that, to the extent and in the
manner provided in Section 5.5 hereof and the Pledge Agreement, but subject to
the terms thereof, Proceeds of the Treasury Securities, the Notes or the
Treasury Portfolio, as applicable, on the Purchase Contract Settlement Date
shall be paid by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Purchase Contract and such Holder shall acquire
no right, title or interest in such Proceeds.

                  Upon registration of transfer of a Certificate, the
transferee shall be bound (without the necessity of any other action on the
part of such transferee) by the terms of this Agreement, the Purchase Contracts
underlying such Certificate 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

                                      37

<PAGE>

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)   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 next 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 New York Office
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 Corporate Units Register or the Treasury Units Register or by
wire transfer to the account designated by a prior written notice by such
Person.

                  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.

                  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 a Corporate Unit)
any other Certificate shall carry the rights to Contract Adjustment Payments, if
any, accrued and unpaid (including any Deferred Contract Adjustment Payments),
and to accrue Contract Adjustment Payments, if any, which were carried by the
Purchase Contracts underlying such other Certificates.

                  Subject to Section 5.10 hereof, in the case of any Security
with respect to which Early Settlement of the underlying Purchase Contract is
effected on an Early Settlement Date, or in respect of which Cash Settlement of
the underlying Purchase Contract is effected on the Business Day immediately
preceding the Purchase Contract Settlement Date, or with respect to which a
Collateral Substitution or an establishment or re-establishment of Corporate
Units pursuant to Section 3.14 hereof 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 Contracts underlying such
Securities otherwise payable on such Payment Date shall be payable on such
Payment Date notwithstanding such Cash Settlement, Early Settlement, Collateral
Substitution or establishment or re-establishment of Corporate Units, and such
Contract Adjustment Payments shall be paid to the Person in whose name the
Certificate evidencing such Security (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 Security with respect to which Cash
Settlement or Early Settlement of the underlying Purchase Contract is effected
on the Business Day immediately preceding the Purchase Contract Settlement Date
or on an Early Settlement Date, as the case may be, or with respect to which a
Collateral Substitution or an establishment or re-establishment of Corporate
Units has been effected, Contract Adjustment Payments, if any (including any
Deferred Contract

                                      38

<PAGE>

Adjustment Payments), that would otherwise be payable after the Purchase
Contract Settlement Date or Early Settlement Date, Collateral Substitution or
such establishment or re-establishment with respect to such Purchase Contract
shall not be payable.

                  (b)   The Company's obligations with respect to Contract
Adjustment Payments, if any, will be subordinated and junior in right of
payment to the Company's obligations under any Senior Indebtedness.

                  (c)   In the event (x) of any payment by, or distribution of
assets of, the Company of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution, winding-up, liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, or (y) subject to
the provisions of Subsection 5.2(e) below, that (i) a default shall have
occurred and be continuing with respect to the payment of principal, interest
or any other monetary amounts due and payable on any Senior Indebtedness and
such default shall have continued beyond the period of grace, if any, specified
in the instrument evidencing such Senior Indebtedness (and the Agent shall have
received written notice thereof from the Company or one or more holders of
Senior Indebtedness or their representative or representatives or the trustee
or trustees under any indenture pursuant to which any such Senior Indebtedness
may have been issued), or (ii) the maturity of any Senior Indebtedness shall
have been accelerated because of a default in respect of such Senior
Indebtedness (and the Agent shall have received written notice thereof from the
Company or one or more holders of Senior Indebtedness or their representative
or representatives or the trustee or trustees under any indenture pursuant to
which any such Senior Indebtedness may have been issued), then:

                  (i)   the holders of all Senior Indebtedness shall first be
         entitled to receive, in the case of clause (x) above, payment in full
         of all amounts due or to become due upon all Senior Indebtedness and,
         in the case of subclauses (i) and (ii) of clause (y) above, payment
         of all amounts due thereon, or provision shall be made for such
         payment in money or money's worth, before the Holders of any of the
         Securities are entitled to receive any Contract Adjustment Payments
         on the Purchase Contracts underlying the Securities;

                  (ii)   any payment by, or distribution of assets of,
         the Company of any kind or character, whether in cash, property or
         securities, to which the Holders of any of the Securities would be
         entitled except for the provisions of Subsections 5.2(b) through (n),
         including any such payment or distribution which may be payable or
         deliverable by reason of the payment of any other indebtedness of the
         Company being subordinated to the payment of such Contract Adjustment
         Payments on the Purchase Contracts underlying the Securities, shall
         be paid or delivered by the Person making such payment or
         distribution, whether a trustee in bankruptcy, a receiver or
         liquidating trustee or otherwise, directly to the holders of such
         Senior Indebtedness or their representative or representatives or to
         the trustee or trustees under any indenture under which any
         instruments evidencing any of such Senior Indebtedness may have been
         issued, ratably according to the aggregate amounts remaining unpaid
         on account of such Senior Indebtedness held or represented by each,
         to the extent necessary to make payment in full of all Senior
         Indebtedness remaining unpaid after giving effect to any concurrent

                                      39

<PAGE>

         payment or distribution (or provision therefor) to the holders of
         such Senior Indebtedness, before any payment or distribution is made
         of such Contract Adjustment Payments to the Holders of such
         Securities; and

                  (iii)  in the event that, notwithstanding the foregoing,
         any payment by, or distribution of assets of, the Company of
         any kind or character, whether in cash, property or securities,
         including any such payment or distribution which may be payable or
         deliverable by reason of the payment of any other indebtedness of the
         Company being subordinated to the payment of Contract Adjustment
         Payments on the Purchase Contracts underlying the Securities, shall
         be received by the Agent or the Holders of any of the Securities when
         such payment or distribution is prohibited pursuant to Subsections
         5.2(b) through (n), such payment or distribution shall be paid over
         to the holders of such Senior Indebtedness or their representative or
         representatives or to the trustee or trustees under any indenture
         pursuant to which any instruments evidencing any such Senior
         Indebtedness may have been issued, ratably as aforesaid, for
         application to the payment of all Senior Indebtedness remaining
         unpaid until all such Senior Indebtedness shall have been paid in
         full, after giving effect to any concurrent payment or distribution
         (or provision therefor) to the holders of such Senior Indebtedness.

                  (d)   For purposes of Subsections 5.2(b) through (n), the
words "cash, property or securities" shall not be deemed to include shares of
stock of the Company as reorganized or readjusted, or securities of the Company
or any other Person provided for by a plan of reorganization or readjustment,
the payment of which is subordinated at least to the extent provided in
Subsections 5.2(b) through (n) with respect to such Contract Adjustment
Payments on the Securities to the payment of all Senior Indebtedness which may
at the time be outstanding; provided that (i) the indebtedness or guarantee of
indebtedness, as the case may be, that constitutes Senior Indebtedness is
assumed by the Person, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of each such holder adversely affected thereby,
altered by such reorganization or readjustment.

                  (e)   Any failure by the Company to make any payment on or
perform any other obligation under Senior Indebtedness, other than any
indebtedness incurred by the Company or assumed or guaranteed, directly or
indirectly, by the Company for money borrowed (or any deferral, renewal,
extension or refunding thereof) or any indebtedness or obligation as to which
the provisions of Subsections 5.2(b) through (d) shall have been waived by the
Company in the instrument or instruments by which the Company incurred,
assumed, guaranteed or otherwise created such indebtedness or obligation, shall
not be deemed a default or event of default if (i) the Company shall be
disputing its obligation to make such payment or perform such obligation and
(ii) either (A) no final judgment relating to such dispute shall have been
issued against the Company which is in full force and effect and is not subject
to further review, including a judgment that has become final by reason of the
expiration of the time within which a party may seek further appeal or review,
and (B) in the event a judgment that is subject to further review or appeal has
been issued, the Company shall in good faith be prosecuting an appeal or other
proceeding for review and a stay of execution shall have been obtained pending
such appeal or review.

                                      40

<PAGE>

                  (f)   Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities shall be subrogated (equally and
ratably with the holders of all obligations of the Company which by their
express terms are subordinated to Senior Indebtedness of the Company to the
same extent as payment of the Contract Adjustment Payments in respect of the
Purchase Contracts underlying the Securities is subordinated and which are
entitled to like rights of subrogation) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until all such
Contract Adjustment Payments owing on the Securities shall be paid in full, and
as between the Company, its creditors other than holders of such Senior
Indebtedness and the Holders, no such payment or distribution made to the
holders of Senior Indebtedness by virtue of Subsections 5.2(b) through (n) that
otherwise would have been made to the Holders shall be deemed to be a payment
by the Company on account of such Senior Indebtedness, it being understood that
the provisions of Subsections 5.2(b) through (n) are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one
hand, and the holders of Senior Indebtedness, on the other hand.

                  (g)   Nothing contained in Subsections 5.2(b) through (n) or
elsewhere in this Agreement or in the Securities is intended to or shall
impair, as among the Company, its creditors other than the holders of Senior
Indebtedness and the Holders, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders such Contract Adjustment Payments on
the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Agent or any
Holder from exercising all remedies otherwise permitted by applicable law upon
default under this Agreement, subject to the rights, if any, under these
Subsections 5.2(b) through (n), of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

                  (h)   Upon payment or distribution of assets of the Company
referred to in these Subsections 5.2(b) through (n), the Agent and the Holders
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any such dissolution, winding up, liquidation
or reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or agent or other person making any
payment or distribution, delivered to the Agent or to the Holders, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to these
Subsections 5.2(b) through (n).

                  (i)   The Agent shall be entitled to rely on the delivery to
it of a written notice by a Person representing himself to be a holder of
Senior Indebtedness (or a trustee or representative on behalf of such holder)
to establish that such notice has been given by a holder of Senior Indebtedness
or a trustee or representative on behalf of any such holder or holders. In the
event that the Agent determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to Subsections 5.2(b)
through (n), the Agent may request such Person to furnish evidence to the
reasonable satisfaction of the Agent as to the amount of Senior

                                      41

<PAGE>

Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under Subsections 5.2(b) through (n), and, if such
evidence is not furnished, the Agent may defer payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

                  (j)   Nothing contained in Subsections 5.2(b) through (n)
shall affect the obligations of the Company to make, or prevent the Company
from making, payment of the Contract Adjustment Payments, except as otherwise
provided in these Subsections 5.2(b) through (n).

                  (k)   Each Holder of Securities, by his acceptance thereof,
authorizes and directs the Agent on his, her or its behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
Subsections 5.2(b) through (n) and appoints the Agent his, her or its
attorney-in-fact, as the case may be, for any and all such purposes.

                  (l)   The Company shall give prompt written notice to the
Agent of any fact known to the Company that would prohibit the making of any
payment of moneys to or by the Agent in respect of the Securities pursuant to
the provisions of this Section. Notwithstanding the provisions of Subsections
5.2(b) through (n) or any other provisions of this Agreement, the Agent shall
not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment of moneys to or by the Agent, or the taking of any
other action by the Agent, unless and until the Agent shall have received
written notice thereof mailed or delivered to a Responsible Officer of the
Agent from the Company, any Holder, any paying agent or the holder or
representative of any Senior Indebtedness; provided that if at least two
Business Days prior to the date upon which by the terms hereof any such moneys
may become payable for any purpose, the Agent shall not have received with
respect to such moneys the notice provided for in this Section, then, anything
herein contained to the contrary notwithstanding, the Agent shall have full
power and authority to receive such moneys and to apply the same to the purpose
for which they were received and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to or on or
after such date.

                  (m)   The Agent in its individual capacity shall be entitled
to all the rights set forth in this Section with respect to any Senior
Indebtedness at the time held by it, to the same extent as any other holder of
Senior Indebtedness and nothing in this Agreement shall deprive the Agent of
any of its rights as such holder.

                  (n)   No right of any present or future holder of any Senior
Indebtedness to enforce the subordination herein shall at any time or in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any noncompliance by the Company with the terms, provisions and
covenants of this Agreement, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with.

                  (o)   Nothing in this Section 5.2 shall apply to claims of,
or payments to, the Agent under or pursuant to Section 7.7 hereof.

                                      42

<PAGE>

                  With respect to the holders of Senior Indebtedness, (i) the
duties and obligations of the Agent shall be determined solely by the express
provisions of this Agreement; (ii) the Agent shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Agreement; (iii) no implied covenants or obligations shall be read into this
Agreement against the Agent; and (iv) the Agent shall not be deemed to be a
fiduciary as to such holders.

                  Section 5.3  Deferral of Payment Dates for Contract
Adjustment Payments.

                  (a)   The Company shall have the right, at any time prior to
the Purchase Contract Settlement 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 such payment (specifying the amount to be deferred) at least
ten Business Days prior to the earlier of (i) the next succeeding Payment Date
or (ii) the date the Company is required to give notice of the Record Date or
Payment Date with respect to payment of such Contract Adjustment Payments to
the NYSE or other applicable self-regulatory organization or to Holders of the
Securities, but in any event not less than one Business Day prior to such
Record Date. Any Contract Adjustment Payments so deferred shall, to the extent
permitted by law, bear additional Contract Adjustment Payments thereon at the
rate of 7.75% per year (computed on the basis of a 360-day year of twelve-30
day months), compounded quarterly up to but not including 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. No Contract Adjustment Payments may be
deferred to a date that is on or after the Purchase Contract Settlement 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 Purchase Contract Settlement 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
Purchase Contract Settlement Date, each Holder will receive on the Purchase
Contract Settlement 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 (x) the aggregate amount of Deferred Contract
Adjustment Payments payable to such Holder divided by (y) 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 Purchase Contract Settlement Date. In lieu of fractional shares
otherwise issuable with respect to such payment of

                                      43

<PAGE>

Deferred Contract Adjustment Payments, the Holder will be entitled to receive
an amount in cash equal to the fraction of a share times the Applicable Market
Value as provided in Section 5.11 hereof.

                  (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, and shall not permit
its Subsidiaries to, 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 capital stock other than:

                  (i)   purchases, redemptions or acquisitions of shares of
         capital stock of the Company 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 in shares of the
         Company's capital stock pursuant to the conversion or exchange
         provisions of such capital stock or the security being converted or
         exchanged;

                  (iv)  dividends or distributions in capital stock of the
         Company (or rights to acquire capital stock) or repurchases,
         acquisitions or redemptions of capital stock in exchange for or out
         of the net cash proceeds of the sale of the Company's capital stock
         (or securities convertible into or exchangeable for shares of the
         Company's capital stock);

                  (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; or

                  (vi)  mandatory sinking fund payments with respect to any
         series of preferred stock of the Company; provided that the
                                                   --------
         aggregate stated value of all such series outstanding at the time of
         such payment does not exceed 5% of the aggregate value of (1) the
         total principal amount of all then outstanding bonds or other
         securities representing secured indebtedness issued or assumed by the
         Company and (2) the Company's capital and surplus to be stated on the
         Company's books of account after giving effect to such payment;
         provided however that any moneys deposited in to any sinking fund and
         not in violation of this clause (vi) may thereafter be applied to the
         purchase or redemption of such preferred stock in accordance with the
         terms of such sinking fund without regard to the foregoing
         restrictions.

                                      44

<PAGE>

                  Section 5.4  Initial Remarketing and Secondary Remarketing.

                  (a)   Unless a Tax Event Redemption has occurred, the Company
shall engage a nationally recognized investment bank (the "Remarketing Agent")
pursuant to the Remarketing Agreement to sell the Notes (the "Initial
Remarketing") on the third Business Day immediately preceding February 17, 2005
(the "Initial Remarketing Date"). In order to facilitate the remarketing, the
Agent shall notify, by 10:00 a.m., New York City time, on the Business Day
immediately preceding the Initial Remarketing Date, the Remarketing Agent of
the aggregate principal amount of Notes to be remarketed that are part of
Corporate Units. Concurrently, the Collateral Agent, pursuant to the terms of
the Pledge Agreement, or the Custodial Agent, pursuant to clause (b) below,
will present for remarketing such Notes (and the Separate Notes that are to be
remarketed pursuant to clause (b) below) to the Remarketing Agent. Upon receipt
of such notice from the Agent and such Notes from the Collateral Agent or
Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date,
use its reasonable efforts to remarket such Notes on such date at a price of
approximately 100.5% (but not less than 100%) of the sum of the Treasury
Portfolio Purchase Price plus the Separate Notes Purchase Price. If the
Remarketing Agent is able to remarket the Notes at a price equal to or greater
than 100% of the Treasury Portfolio Purchase Price plus the Separate Notes
Purchase Price (a "Successful Initial Remarketing"), the portion of the
proceeds from such Successful Initial Remarketing equal to the Treasury
Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In
addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing
Fee") an amount equal to 25 basis points (.25%) of the Treasury Portfolio
Purchase Price plus the Separate Notes Purchase Price from any amount of such
proceeds in excess of the Treasury Portfolio Purchase Price plus the Separate
Notes Purchase Price. With respect to Separate Notes, any proceeds of the
Initial Remarketing in excess of the Remarketing or attributable to the
Separate Notes will be remitted to the Custodial Agent for payment to the
Holders of Separate Notes. With respect to Notes that are part of Corporate
Units, any proceeds in excess of those required to pay the Treasury Portfolio
Purchase Price and the Remarketing Fee with respect to such Notes will be
remitted to the Agent for payment to the Holders of the related Corporate
Units. A Corporate Unit Holder whose Notes are so remarketed will not otherwise
be responsible for the payment of any Remarketing Fee in connection therewith.
The Treasury Portfolio will be substituted for the Notes of Holders of
Corporate Units and will be pledged to the Collateral Agent to secure the
Corporate Unit Holders' obligation to pay the Purchase Price for the Common
Stock under the related Purchase Contracts on the Purchase Contract Settlement
Date. Following the occurrence of a Successful Initial Remarketing, the Holders
of Corporate Units and the Collateral Agent shall have such security interests,
rights and obligations with respect to the Treasury Portfolio as the Holder of
Corporate Units and the Collateral Agent had in respect of the Notes, as the
case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5
and 6 of the Pledge Agreement, and any reference herein or in the Certificates
to the Notes 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 Corporate Unit Certificates
thereafter to be issued such change in phraseology and form (but not in
substance) as may be appropriate to reflect the substitution of the Treasury
Portfolio for Notes as collateral.

                  If, (i) despite using its reasonable efforts, the Remarketing
Agent cannot remarket the related Notes (other than to the Company) at a price
equal to or greater than 100% of the sum

                                      45

<PAGE>

of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase
Price, or (ii) the remarketing has not occurred because of a condition
precedent to the remarketing has not been fulfilled, the remarketing will be
deemed to have failed (a "Failed Initial Remarketing"). The Company will cause
a notice of a Failed Initial Remarketing to be published on the second Business
Day immediately preceding February 17, 2005 in an Authorized Newspaper. The
Notes will continue to be a component of Corporate Units, and another
remarketing may be attempted as described in Section 5.5(b).

                  (b)   A Holder of a Note that is no longer part of a
Corporate Unit may elect to have such Note remarketed in the Initial
Remarketing. A Holder making such an election must notify the Custodial Agent
and deliver such Notes to the Custodial Agent prior to 11:00 a.m. (New York
City time) on the second Business Day immediately preceding the Initial
Remarketing Date of the aggregate principal amount of Separate Notes that are
to be remarketed. Any such notice will be irrevocable and may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately
preceding the Initial Remarketing Date, the Custodial Agent shall cause such
Separate Notes to be presented to the Remarketing Agent for Remarketing.

                  (c)   Not later than seven calendar days nor more than 15
calendar days prior to the Initial Remarketing Date, the Company shall notify
the Agent and shall request that the Clearing Agency notify the Beneficial
Owners or Clearing Agency participants holding securities of the procedures
followed in the Initial Remarketing.

                  (d)   If required by applicable law, the Company agrees to
endeavor to ensure that a registration statement with regard to the full amount
of the Notes to be remarketed in the Initial Remarketing shall be effective with
the Securities and Exchange Commission in a form that will enable the
Remarketing Agent to rely on it in connection with the Initial Remarketing.

                  Section 5.5  Payment of Purchase Price, Cash Settlement,
Secondary Remarketing.

                  (a)   (i) Unless a Tax Event Redemption, Successful Initial
Remarketing, Termination Event or Early Settlement has occurred, each Holder of
a Corporate Unit 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 fifth Business Day
immediately preceding the Purchase Contract Settlement 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.

                  (ii)  A Holder of a Corporate Unit 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
         Purchase Contract Settlement 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

                                      46

<PAGE>

         invested promptly by the Collateral Agent in Permitted Investments
         and paid to the Company on the Purchase Contract Settlement Date in
         settlement of the Purchase Contract in accordance with the terms of
         this Agreement and the Pledge Agreement.  Any funds received by the
         Collateral Agent in respect of the investment earnings from the
         investment in such Permitted Investments will be distributed to the
         Agent when received for payment to the Holder.

                  (iii) If a Holder of a Corporate Unit fails to notify the
         Agent of its intention to make a Cash Settlement in accordance with
         paragraph (a)(i) above, such Holder shall be deemed to have consented
         to the disposition of the pledged Notes pursuant to the Secondary
         Remarketing as described in paragraph (b) below.  If a Holder of a
         Corporate Unit 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)(ii) above, such
         failure shall constitute a default; however, the Notes of such a
         Holder will not be remarketed but instead the Collateral Agent, for
         the benefit of the Company, will exercise its rights as a secured
         party with respect to such Notes, including but not limited to those
         rights specified in paragraph (c) below.

                  (b)   (i) Unless a Tax Event Redemption or a Successful
Initial Remarketing has occurred, the Notes of Corporate Unit Holders who have
not notified the Agent of their intention to effect a Cash Settlement as
provided in paragraph (a)(i) above and the Separate Notes that are to be
remarketed pursuant to clause (ii) below will be sold by the Remarketing Agent
(the "Secondary Remarketing") on the third Business Day immediately preceding
the Purchase Contract Settlement Date (the "Secondary Remarketing Date"). The
Agent shall notify, by 10:00 a.m., New York City time, on the Business Day
immediately preceding the Secondary Remarketing Date, the Remarketing Agent of
the aggregate principal amount of Notes that are part of Corporate Units to be
remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the
Pledge Agreement, or the Custodial Agent pursuant to clause (ii) below, will
present for remarketing such Notes to the Remarketing Agent. Upon receipt of
such notice from the Agent and such Notes (and the Separate Notes that are to
be remarketed pursuant to clause (ii) below) from the Collateral Agent or
Custodial Agent, the Remarketing Agent will, on the Secondary Remarketing Date,
use its reasonable efforts to remarket such Notes on such date at a price of
approximately 100.5% (but not less than 100%) of the sum of the aggregate
principal amount of such Notes plus the Separate Notes Purchase Price. If the
Remarketing Agent is able to remarket the Notes at a price equal to or greater
than 100% of the sum of the aggregate principal amount of Notes plus the
Separate Notes Purchase Price (a "Successful Secondary Remarketing"), the
Remarketing Agent will remit the entire amount of the proceeds from such
Successful Secondary Remarketing to the Collateral Agent; provided, however,
                                                          --------  -------
that the Remarketing Agent may deduct as the Remarketing Fee an amount equal to
25 basis points (.25%) of the sum of the aggregate principal amount of the
remarketed Notes plus the Separate Notes Purchase Price from any amount of the
proceeds of a Successful Secondary Remarketing in excess of the sum of the
aggregate principal amount of the remarketed Notes plus the Separate Notes
Purchase Price. The portion of the entire proceeds which is equal to the
aggregate principal amount of the remarketed Notes will automatically be
applied by the Collateral Agent, in accordance with the Pledge Agreement, to
satisfy in full such Corporate Unit Holders' obligations to pay the Purchase
Price for the Common Stock under the related Purchase Contracts on the Purchase
Contract Settlement Date. With respect to Separate Notes, any

                                      47

<PAGE>

proceeds of the Secondary Remarketing in excess of the Successful Secondary
Remarketing or attributable to the Separate Notes will be remitted to the
Custodial Agent for payment to the Holders of Separate Notes. With respect to
Notes that are part of Corporate Units, any proceeds in excess of those
required to pay the Purchase Price and the Remarketing Fee will be remitted to
the Agent for payment to the Holders of the related Corporate Units. A
Corporate Unit Holder whose Notes are so remarketed will not otherwise be
responsible with respect to such Notes for the payment of any Remarketing Fee
in connection therewith. If, (i) despite using its reasonable efforts, the
Remarketing Agent cannot remarket the Notes (other than to the Company) at a
price not less than 100% of the sum of the aggregate principal amount of the
Notes plus the Separate Notes Purchase Price, or (ii) the remarketing has not
occurred because of a condition precedent to the remarketing has not been
fulfilled, the remarketing will be deemed to have failed (a "Failed Secondary
Remarketing") and in accordance with the terms of the Pledge Agreement the
Collateral Agent for the benefit of the Company will exercise its rights as a
secured party with respect to such Notes, including those actions specified in
paragraph (c) below. The Company will cause a notice of such Failed Secondary
Remarketing to be published on the second Business Day immediately preceding
the Purchase Contract Settlement Date in an Authorized Newspaper.

                  (ii)  A Holder of a Note that is no longer part of a Corporate
         Unit may elect to have such Note remarketed in the Secondary
         Remarketing. A Holder making such an election must notify the Custodial
         Agent and deliver such Notes to the Custodial Agent prior to 11:00 a.m.
         (New York City time) on the second Business Day immediately preceding
         the Secondary Remarketing Date of the aggregate principal amount of
         Notes that are not part of Corporate Units to be remarketed. Any such
         notice will be irrevocable and may not be conditioned upon the level at
         which the Reset Rate is established in the Remarketing. By 11:00 a.m.
         (New York City time) on the Business Day immediately preceding the
         Secondary Remarketing Date, the Custodial Agent shall cause such Notes
         to be presented to the Remarketing Agent for Remarketing.

                  (iii) Not later than seven calendar days nor more than 15
         calendar days prior to the Secondary Remarketing Date, the Company
         shall notify the Agent, and shall request that the Clearing Agency
         notify the Beneficial Owners or Clearing Agency participants holding
         securities of the procedures to be followed in the Secondary
         Remarketing.

                  (iv)  If required by applicable law, the Company agrees to
         endeavor to ensure that a registration statement with regard to the
         full amount of the Notes to be remarketed in the Secondary Remarketing
         shall be effective with the Securities and Exchange Commission in a
         form that will enable the Remarketing Agent to rely on it in connection
         with the Remarketing.

                  (c)    With respect to any Notes beneficially owned by Holders
who have elected Cash Settlement but failed to deliver cash as required in
(a)(ii) above, or with respect to Notes which are subject to a Failed Secondary
Remarketing, the Collateral Agent for the benefit of the Company reserves all
of its rights as a secured party with respect thereto and, subject to
applicable law and paragraph (h) below, may, among other things, (i) retain the
Notes in full satisfaction of the Holders obligations under the Purchase
Contracts or (ii) sell the Notes in one or more public or private sales.

                                      48

<PAGE>

                  (d)   Unless a Termination Event or an Early Settlement has
occurred, the Purchase Contract underlying each Treasury Unit and, if a Tax
Event Redemption or a Successful Initial Remarketing has occurred, each
Corporate Unit will be settled with the Proceeds at maturity of the Treasury
Security or the Applicable Ownership Interest (as defined in clause (A) of the
definition of such term) of the Treasury Portfolio, as applicable. Upon receipt
of such Proceeds, the Collateral Agent will invest the Proceeds promptly in
Permitted Investments and pay the Proceeds to the Company on the Purchase
Contract Settlement Date in accordance with the terms of this Agreement and the
Pledge Agreement. Any such Proceeds received by the Collateral Agent in excess
of the Purchase Price and any funds received by the Collateral Agent in respect
of the investment earnings from the investment in such Permitted Investments
will be distributed to the Agent when received for payment to the Holders.

                  (e)   Any distribution to Holders of excess funds and interest
described above, shall be payable at the New York Office maintained for that
purpose or, at the option of the Holder, by check mailed to the address of the
Person entitled thereto at such address as it appears on the Register, or, at
the option of the Company, by wire transfer to the bank account designated by
such Holders in writing, such payments to be made to the same Persons entitled
to receive Common Stock with respect to the Purchase Contracts referred to in
Subsection (d) above.

                  (f)   Unless a Holder settles the underlying Purchase Contract
through Early Settlement in the manner described in Section 5.10 hereof, the
Company shall not be obligated to issue any shares of Common Stock in respect
of a Purchase Contract or deliver any certificate therefor to the Holder unless
it shall have received payment in full of the Purchase Price for the shares of
Common Stock to be purchased thereunder in the manner set forth in this Section
5.5.

                  (g)   Upon Cash Settlement of any Purchase Contract, (i) the
Collateral Agent will in accordance with the terms of the Pledge Agreement
cause the pledged Notes underlying the relevant Security to be released from
the Pledge by the Collateral Agent free and clear of any security interest of
the Company and transferred to the Agent for delivery to the Holder thereof or
its designee as soon as practicable and (ii) subject to the receipt thereof
from the Collateral Agent, the Agent shall, by book-entry transfer, or other
appropriate procedures, in accordance with instructions provided by the Holder
thereof, transfer such Notes (or, if no such instructions are given to the
Agent by the Holder, the Agent shall hold such Notes and any distributions
thereon in the name of the Agent or its nominee in trust for the benefit of
such Holder pending receipt of such instructions).

                  (h)   The obligations of the Holders to pay the Purchase Price
are non-recourse obligations and are payable solely out of any Cash Settlement
or the Proceeds of any Collateral pledged to secure the obligations of the
Holders and in no event will Holders be liable for any deficiency between the
Proceeds of Collateral and the Purchase Price.

                  Section 5.6  Issuance of Shares of Common Stock.

                  Unless a Termination Event or an Early Settlement shall have
occurred, on the Purchase Contract Settlement Date, upon the Company's receipt
of payment in full of the Purchase Price for the shares of Common Stock
purchased by the Holders pursuant to the foregoing provisions of this Article
and subject to Sections 5.7(b) and 5.11 hereof, the Company

                                      49

<PAGE>

shall issue and deposit with the Agent, for the benefit of the Holders of the
Outstanding Securities, one or more certificates representing newly issued
shares of Common Stock registered in the name of the Agent (or its nominee) as
custodian for the Holders (such certificates for shares of Common Stock,
together with any dividends or distributions for which both a record date and
payment date for such dividend or distribution has occurred on or after the
Purchase Contract Settlement Date, being hereinafter referred to as the
"Purchase Contract Settlement Fund") to which the Holders are entitled
hereunder. Subject to the foregoing, upon surrender of a Certificate to the
Agent on or after the Purchase Contract Settlement 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 Five (after
taking into account all Securities then held by such Holder) together with cash
in lieu of fractional shares as provided in Section 5.11 hereof 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 the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either has been
paid or is not payable.

                  Section 5.7  Adjustment of Settlement Rate.

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

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

                  (2)   In case the Company shall issue rights, options or
         warrants, other than pursuant to any dividend reinvestment plan or
         share purchase plan, to all holders of its Common Stock (not being
         available on an equivalent basis to Holders of the Securities upon
         settlement of the Purchase Contracts underlying such Securities)
         entitling them, for a period expiring within 45 days after the record
         date for the determination of

                                      50

<PAGE>

         stockholders entitled to receive such rights, options or warrants, 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 plan or share purchase 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 of which (i) the numerator shall be the
         number of shares of Common Stock outstanding at the close of business
         on the date fixed for such determination plus the number of shares of
         Common Stock which the aggregate offering price of the total number
         of shares of Common Stock so offered for subscription or purchase
         would purchase at such Current Market Price and (ii) the denominator
         shall be the number of shares of Common Stock outstanding at the
         close of business on the date fixed for such determination plus the
         number of shares of Common Stock so offered for subscription or
         purchase, such increase to become effective immediately after the
         opening of business on the day following the date fixed for such
         determination. For 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 share 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)   In case outstanding shares of Common Stock shall be
         subdivided or split into a greater number of shares of Common Stock,
         the Settlement Rate in effect at the opening of business on the day
         following the day upon which such subdivision or split becomes
         effective shall be proportionately increased, and, conversely, in
         case outstanding shares of Common Stock shall each be combined into a
         smaller number of shares of Common Stock, the Settlement Rate in
         effect at the opening of business on the day following the day upon
         which such combination becomes effective shall be proportionately
         reduced, such increase or reduction, as the case may be, to become
         effective immediately after the opening of business on the day
         following the day upon which such subdivision, split or combination
         becomes effective.

                  (4)   In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock evidences of its
         indebtedness, shares of capital stock, securities, cash or other
         property (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 or distribution referred to in
         paragraph (1) of this Section), 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 the determination of stockholders
         entitled to receive such distribution by a fraction of which (i) the
         numerator 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) on such date of the portion of the evidences of
         indebtedness, shares of capital stock, securities, cash or other
         property so distributed applicable to one share of Common Stock and
         (ii) the denominator shall be such Current Market Price per share of
         the Common Stock, such adjustment to become effective

                                      51

<PAGE>

         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 (1) and (2) of this Section shall not be
         applicable.

                  (5)   In case the Company shall, (I) by dividend or otherwise,
         distribute to all holders of its Common Stock cash (excluding (i)
         regular quarterly cash distributions, (ii) any cash that is
         distributed in a Reorganization Event to which Section 5.7(b) applies
         or (iii) cash that is distributed 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 (excluding regular quarterly cash distributions) 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 expiration of the
         applicable 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 (other than consideration
         payable in respect of any odd-lot tender 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 5% 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
         (i) 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 (ii) the
         denominator of which shall be equal to the Current Market Price per
         share of the Common Stock on such date for determination.

                  (6)   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

                                      52

<PAGE>

         of any other tender or exchange offer (other than consideration
         payable in respect of any odd-lot tender 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 (other than regular
         quarterly cash 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 5% 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 as of the Expiration Time
         by a fraction (i) the numerator of which shall be equal to (A) the
         product of (I) the Current Market Price per share of the Common Stock
         as of the Expiration Time and (II) the number of shares of Common
         Stock outstanding (including any tendered shares) as of the
         Expiration Time less (B) 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 (ii) the
         denominator of which shall be equal to the product of (A) the Current
         Market Price per share of the Common Stock as of the Expiration Time
         and (B) the number of shares of Common Stock outstanding (including
         any tendered shares) as of the Expiration Time less the number of all
         shares validly tendered and not withdrawn as of the Expiration Time
         (the shares deemed so accepted, up to any such maximum, being
         referred to as the "Purchased Shares").

                  (7)   The reclassification of Common Stock into securities
         including securities other than Common Stock (other than any
         reclassification upon a Reorganization Event to which Section 5.7(b)
         applies) shall be deemed to involve (a) 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 (b) 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).

                                      53

<PAGE>

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

                  (9)   All adjustments to the Settlement Rate shall be
         calculated to the nearest 1/10,000th of a share of Common Stock (or
         if there is not a nearest 1/10,000th of a share to the next lower
         1/10,000th of a share).  No adjustment in the Settlement Rate shall
         be required unless such adjustment would require an increase or
         decrease of at least one percent therein; provided, however, that any
         adjustments which by reason of this subparagraph are not required to
         be made shall be carried forward and taken into account in any
         subsequent adjustment. If an adjustment is made to the Settlement
         Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10)
         of this Section 5.7(a), an adjustment shall also be made to the
         Applicable Market Value solely to determine which of clauses (a), (b)
         or (c) of the definition of Settlement Rate in Section 5.1 will apply
         on the Purchase Contract Settlement Date. Such adjustment shall be
         made by multiplying the Applicable Market Value by a fraction of
         which the numerator shall be the Settlement Rate immediately after
         such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6),
         (7) or (10) of this Section 5.7(a) and the denominator shall be the
         Settlement Rate immediately before such adjustment; provided,
         however, that if such adjustment to the Settlement Rate is required
         to be made pursuant to the occurrence of any of the events
         contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of
         this Section 5.7(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)   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 capital stock or issuance of rights or warrants to
         purchase or subscribe for capital 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.

                  (1)   In the event of:

                        (i)  any consolidation or merger of the Company with
                  or into another Person (other than a merger or consolidation
                  in which the Company is the continuing corporation and in
                  which the 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),

                                      54

<PAGE>

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

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

                        (iv)  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 described in clauses
                  (i) to (iv) above, a "Reorganization Event"),

the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof (or upon any Early Settlement pursuant
to Section 5.7(b)(2)), the kind and amount of securities, cash and other
property receivable upon such Reorganization Event (without any interest
thereon, and without any right to dividends or distribution thereon which have a
record date that is prior to the Purchase Contract Settlement Date) by a Holder
of the number of shares of Common Stock issuable on account of each Purchase
Contract if the Purchase Contract Settlement Date had occurred immediately prior
to such Reorganization Event. The adjustment described in the preceding sentence
shall apply only to a Holder of Common Stock who is not a Person with which the
Company consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be (any such
Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the
extent such Reorganization Event provides for different treatment of Common
Stock held by Affiliates of the Company and non-affiliates and such Holder
failed to exercise its 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 the
non-electing shares).

         In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires or leases 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 Holders of each Outstanding Security shall have the rights
provided by this Section 5.7. Such supplemental agreement shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section. The above provisions of this
Section shall similarly apply to successive Reorganization Events.

         (2)   In the event of a consolidation or merger in which (i) the
Company merges with or into another Person, (ii) there is any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock, and
(iii) 30% or more of the total consideration paid to the Company's shareholders
for the outstanding shares of Common Stock consists of cash or cash

                                      55

<PAGE>

equivalents (a "Cash Merger"), then a Holder of a Security may settle his
Purchase Contract for cash as described in Section 5.10 hereof, as applicable,
at the applicable Settlement Rate.

         Within five Business Days after the date of the consummation of a Cash
Merger (the "Cash Merger Date"), the Company shall provide written notice to
Holders of Securities of such consummation (the "Cash Merger Notice"), which
shall specify the deadline for submitting a notice of Early Settlement pursuant
to this Section 5.7(b)(2), the applicable Early Settlement Date, the applicable
Settlement Rate and the amount (per share of Common Stock) of cash, securities
and other consideration receivable by the Holder upon settlement.

         In this Section 5.7(b)(2), the tenth Business Day after the date the
Cash Merger Notice is provided to the Holders by the Company shall be the
deadline for submitting the notice to settle early and the related cash payment
of the Purchase Price shall be 5:00 p.m. (New York City time) on the ninth
Business Day after the date the Cash Merger Notice is provided to the Holders by
the Company.

         Treasury Unit Holders may only effect Early Settlement pursuant to this
Section 5.7(b)(2) in integral multiples of 20 Purchase Contracts. Other than the
provisions relating to timing of notice and settlement, which shall be as set
forth above, the provisions of Section 5.1 shall apply with respect to an Early
Settlement following a Cash Merger pursuant to this Section 5.7(b)(2).

         Notwithstanding the foregoing, no Early Settlement will be permitted
pursuant to this Section 5.7(b)(2) unless, at the time such Early Settlement is
effected, there is an effective registration statement with respect to the
securities to be delivered in connection with such Early Settlement, if such a
registration statement is required (in the view of counsel, which need not be in
the form of a written opinion, for either the Company or the Agent) under the
Securities Act. If such a registration statement is so required, the Company
covenants and agrees to use its reasonable best efforts to (A) have in effect a
registration statement covering the securities to be delivered in respect of the
Purchase Contracts being settled and (B) provide a prospectus in connection
therewith, in each case in a form that the Agent may deliver to the applicable
Holders in connection with such Early Settlement.

                  (c)   All calculations and determinations pursuant to this
Section 5.7 shall be made by the Company or its agent and the Agent shall have
no responsibility with respect thereto.

                  Section 5.8  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 in accordance with
         Section 5.7 hereof and prepare and transmit to the Agent an Officer's
         Certificate setting forth the Settlement Rate, the method of
         calculation thereof in reasonable detail, and the facts requiring
         such adjustment and upon which such adjustment is based; and

                  (ii)  within 10 Business Days following the occurrence of an
         event that requires an adjustment to the Settlement Rate pursuant to
         Section 5.7 hereof (or if the

                                      56

<PAGE>

         Company is not aware of such occurrence, as soon as practicable after
         becoming so aware), provide a written notice to the Holders of the
         Securities of the occurrence of such event and a statement in
         reasonable detail setting forth the method by which the adjustment to
         the Settlement Rate was determined and setting forth the adjusted
         Settlement Rate.

                  (b)   The Agent shall not at any time be under any duty or
responsibility to the Company any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Settlement Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed in making the same. The 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 5.9  Termination Event; Notice.

                  The Purchase Contracts and all obligations and rights of the
Company and the Holders thereunder, including, without limitation, the rights
and obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred.

                  Upon and after the occurrence of a Termination Event, the
Securities shall thereafter represent the right to receive the Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, forming a part of such Securities in the case of Corporate Units, or
Treasury Securities in the case of Treasury Units, in accordance with the
provisions of Section 4.3 of the Pledge Agreement; provided, however, that, to
                                                   --------  -------
the extent that a Holder of Corporate Units or Treasury Units would otherwise be
entitled to receive less than $1,000 principal amount at maturity of the
Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such
securities for cash, and transfer the appropriate amount of such cash to such
Holder in accordance with such Holder's written instructions. 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 5.10  Early Settlement.

                  (a)   Subject to and upon compliance with the provisions of
this Section 5.10, at the option of the Holder thereof, Purchase Contracts
underlying Securities having an aggregate Stated Amount of $1,000 or integral
multiples thereof may effect early settlement ("Early Settlement") on or prior
to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date. Holders of Treasury Units may
only effect Early Settlement of the related Purchase Contracts in integral
multiples of 20 Treasury Units, and if a Tax Event Redemption or a Successful
Remarketing has occurred and

                                      57

<PAGE>

the Treasury Portfolio has become a component of the Corporate Units, Purchase
Contracts underlying the Securities may only be settled in integral multiples
of 32,000 Corporate Units. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts, the Holder of the
Certificate evidencing Securities shall deliver to the Agent at the Corporate
Trust Office or at the New York Office an "Election to Settle Early" form (on
the reverse side of the Certificate) and any other documents requested by the
Agent and accompanied by payment (payable to the Company in immediately
available funds) in an amount (the "Early Settlement Amount") equal to the
product of (i) (A) the Stated Amount times (B) the number of Purchase Contracts
with respect to which the Holder has elected to effect Early Settlement, plus
(ii) 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 payable on such Payment Date with respect to such
Purchase Contracts.

                  Except as provided in the immediately preceding sentence and
subject to Section 5.1 hereof, no payment shall be made upon Early Settlement of
any Purchase Contract on account of any Contract Adjustment Payments accrued on
such Purchase Contract or on account of dividends payable on the Common Stock
issued upon such Early Settlement, the record date for which payment occurs
prior to the Early Settlement Date. If the foregoing requirements are first
satisfied with respect to Purchase Contracts underlying any Securities prior to
or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the
"Early Settlement Date" with respect to such Securities 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 Securities shall be the next succeeding Business Day (so long as such next
succeeding Business Day is not later than the fifth Business Day immediately
preceding the Purchase Contract Settlement Date).

                  (b)   No Early Settlement will be permitted under this Section
5.10 unless, at the time of delivery of the Election to Settle Early form or
the time the Early Settlement is effected, there is an effective registration
statement with respect to the shares of Common Stock to be issued and delivered
in connection with such Early Settlement, if such a registration statement is
required (in the view of counsel, which need not be in the form of a written
opinion, for either the Company or the Agent) under the Securities Act. If such
a registration statement is so required, the Company covenants and agrees to
use its reasonable best efforts to (A) have in effect a registration statement
covering the shares of Common Stock to be delivered in respect of the Purchase
Contracts being settled and (B) provide a prospectus in connection therewith,
in each case in a form that the Agent may use in connection with such Early
Settlement.

                  (c)   Upon Early Settlement of Purchase Contracts by a Holder
of the related Securities, the Company shall issue, and the Holder shall be
entitled to receive 0.8280 shares of Common Stock on account of each Purchase
Contract as to which Early Settlement is effected (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.

                  (d)   Not later than the third Business Day after the
applicable Early Settlement Date, the Company shall cause:

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<PAGE>

                  (i)   the shares of Common Stock issuable upon Early
         Settlement of Purchase Contracts to be issued and delivered, together
         with payment in lieu of any fraction of a share, as provided in
         Section 5.11 hereof; and

                  (ii)  the related Notes or the appropriate Applicable
         Ownership Interest (as specified in clause (A) of the definition of
         such term) of the Treasury Portfolio, in the case of Corporate Units,
         or the related Treasury Securities, in the case of Treasury Units, to
         be released from the Pledge by the Collateral Agent and transferred,
         in each case, to the Agent for delivery to the Holder thereof or its
         designee.

                  (e)   Upon Early Settlement of any Purchase Contracts, and
subject to receipt of shares of Common Stock from the Company and the Notes,
the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, or Treasury Securities,
as the case may be, from the Securities Intermediary, as applicable, the Agent
shall, in accordance with the instructions provided by the Holder thereof on
the Election to Settle Early form (on the reverse of the Certificate evidencing
the related Securities):

                  (i)   transfer to the Holder the Notes, the appropriate
         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio or Treasury
         Securities, as the case may be, forming a part of such Securities;

                  (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 5.11 hereof; and

                  (iii) if so required under the Securities Act, deliver a
         prospectus for the shares of Common Stock issuable upon such Early
         Settlement as contemplated by Section 5.10(c).

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

                  Section 5.11  No Fractional Shares.

                  No fractional shares or scrip representing fractional shares
of Common Stock shall be issued or delivered upon settlement on the Purchase
Contract Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Purchase Contracts on the
Purchase Contract Settlement Date or upon Early Settlement, the Company, through
the Agent, shall make a cash payment in respect of such fractional interest in
an amount equal to the value of such fractional shares times the

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<PAGE>

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 5.11 in a timely manner.

                  Section 5.12  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, however, that the Company shall not be required
                     --------  -------
to pay any such tax or taxes which may be payable in respect of any exchange
of or substitution for a Certificate evidencing a Security or any issuance of a
share of Common Stock in a name other than that of the registered Holder of a
Certificate surrendered in respect of the Securities evidenced thereby, other
than in the name of the Agent, as custodian for such Holder, and the Company
shall not be required to issue or deliver such share certificates or
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid
or that no such tax is due.

                                   ARTICLE VI

                                    REMEDIES

                  Section 6.1  Unconditional Right of Holders to Purchase
Common Stock.

                  The Holder of any Corporate Units or Treasury Units 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 hereof, and to the
forfeiture of any Deferred Contract Adjustment Payments upon Early Settlement
pursuant to Section 5.10(c) hereof 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 Security on the respective Payment Date for such Security, and (B) to
purchase Common Stock pursuant to such Purchase Contract and, in each such case,
to institute suit for the enforcement of any such payment and 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 hereof, no

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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
Corporate Units or Treasury Units, by its acceptance of such Corporate Units or
Treasury Units 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 and
expenses, 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 Securities, or to any suit instituted by any Holder
for the enforcement of interest on any Notes on or after the respective Payment
Date therefor in respect of any Security held by such Holder, or for enforcement
of the right to purchase shares of Common Stock under the Purchase Contracts
constituting part of any Security held by such Holder.

                  Section 6.6  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 and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Agent or the Holders, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

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                                   ARTICLE VII

                                   THE AGENT

                  Section 7.1  Certain Duties and Responsibilities.

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

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

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

                  (1)   this Subsection shall not be construed to limit the
         effect of Subsection (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 negligent in ascertaining the pertinent
         facts; and

                  (3)   no provision of this Agreement shall require the Agent
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in
         the exercise of any of its rights or powers.

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

                  (d)   The Agent is authorized and directed to execute and
deliver the Pledge Agreement in its capacity as Agent and to perform its
duties and obligations thereunder.

                  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
Securities, as their names and addresses appear in the Register, notice of such
default hereunder, unless such default shall have been cured or waived.

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<PAGE>

                  Section 7.3  Certain Rights of Agent.

                  Subject to the provisions of Section 7.1 hereof:

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

                  (2)   any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by an 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;

                  (3)   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;

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

                  (5)   the 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, Note, 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 at the
         expense of the Company and shall incur no liability of any kind by
         reason of such inquiry or investigation;

                  (6)   the Agent may execute any of the powers, perform any
         duties hereunder, or delegate any administrative functions either
         directly to, by or through its employees, officers, agents or
         attorneys or an Affiliate located in any state of the United States
         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;

                  (7)   the Agent shall be under no obligation to exercise any
         of the rights or powers vested in it by this Agreement solely at the
         request or direction of any of the Holders pursuant to this
         Agreement, unless such Holders shall have offered to the Agent

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<PAGE>

         security or indemnity satisfactory to the Agent against the costs,
         expenses, liabilities which might be incurred by it in compliance
         with such request or direction;

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

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

                  Section 7.4  Not Responsible for Recitals or Issuance of
Securities.

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

                  Section 7.5  May Hold Securities.

                  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 Securities and may otherwise deal with the Company, the
Collateral Agent or any other Person with the same rights it would have if it
were not Registrar or such other agent, or the Agent.

                  Section 7.6  Money Held in Custody.

                  Money held by the Agent in custody hereunder need not be
segregated from the 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 expressly provided herein or
as otherwise agreed in writing with the Company.

                  Section 7.7  Compensation and Reimbursement.

                  The Company agrees:

                  (1)   to pay to the Agent from time to time such compensation
         for all services rendered by it hereunder as the parties shall agree
         from time to time in writing;

                  (2)   except as otherwise expressly provided herein, to
         reimburse the Agent upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Agent in carrying
         out its duties under this Agreement or the Pledge

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<PAGE>

         Agreement (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel), except any such expense,
         disbursement or advance as shall be determined by a court of
         competent jurisdiction to have been caused by its own negligence,
         willful misconduct or bad faith;

                  (3)   to fully indemnify the Agent, its directors, officers,
         employees and agents and any predecessor Agent for, and to hold it
         harmless against, any loss, claim, damage, liability or expense,
         including taxes (other than taxes based upon, measured by or
         determined by the income of the Agent) incurred without negligence,
         willful misconduct or bad faith on its part, arising out of or in
         connection with the acceptance or administration of its duties
         hereunder or under the Pledge Agreement, including the reasonable
         costs and expenses of counsel selected by the Agent to defend the
         Agent against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder; and

                  (4)   to fully indemnify the Agent and any predecessor Agent
         from and against any loss, claim, damage, liability or expense that
         may be imposed on, incurred by, or asserted against the Agent for
         following any written instructions or other directions by the Company
         pursuant to the terms of this Agreement or the Pledge Agreement.

                  The provisions of this Section shall survive the termination
of this Agreement and 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 subsidiary 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
an office in the Borough of Manhattan, The City of New York, if there be such a
corporation in the Borough of Manhattan, The City of New York, and 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. The provisions of this Section shall survive the termination of this
Agreement.

                  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 hereof.

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<PAGE>

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

                  (d)   If at any time

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

                  (2)      the Agent shall cease to be eligible under Section
         7.8 hereof 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, (i) the Company by a Board Resolution may remove the
Agent, or (ii) any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the 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 hereof.
If no successor Agent shall have been so appointed by the Company and accepted
appointment in the manner required by Section 7.10 hereof, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the 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

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<PAGE>

name of the successor Agent and the address of its Corporate Trust Office and
New York Office, if any.

                  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 shall 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 may 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 Securities.

                  Section 7.12  Preservation of Information; Communications
to Holders.

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

                  (b)   If three or more Holders (herein referred to as
"applicants") apply in writing to the Agent, and furnish to the Agent
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Securities and
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Agent

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<PAGE>

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 for the payment, of the reasonable expenses of such mailing.

                  Section 7.13  No Obligations of Agent.

                  Except to the extent otherwise provided in this Agreement, the
Agent assumes no obligations and shall not be subject to any liability under
this Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Security thereunder. The Company agrees, and
each Holder of a Certificate, by his 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 hereof.

                  Section 7.14   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 by
applicable tax laws, regulations or administrative practice with respect to (i)
any payments made with respect to the Securities or (ii) the issuance,
delivery, holding, transfer, redemption or exercise of rights under the
Securities or the Notes. Such compliance shall include, without limitation, (i)
preparing, timely filing with the applicable taxing authority, and (to the
extent required under applicable tax laws) timely furnishing Holders with
copies of, all tax reports or statements with respect to payments on, or
redemptions of, the Securities which are required to be prepared, filed, and
furnished under applicable tax laws, (ii) withholding and paying over to the
applicable taxing authorities any tax withholdings that are required to be made
with respect to payments on, or redemptions of, the Securities under applicable
tax laws, and (iii) making reasonable efforts to obtain from Holders all IRS
Forms (and similar forms under applicable state, local, and foreign tax law)
and other documentation required under applicable tax laws in order to
establish exemptions from or reductions in withholding taxes.

                  (b)   The Agent shall comply with any written direction
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 conclusively rely on any such direction in
accordance with the provisions of Section 7.1(a)(2) hereof.

                  (c)   The Agent shall maintain all appropriate records
documenting compliance with such requirements, until such time as all
applicable periods of limitation for assessing or collecting any taxes or
penalties for failure to comply fully with such requirements have expired, 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.

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                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

                  Section 8.1  Supplemental Agreements Without Consent
of Holders.

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

                  (1)   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

                  (2)   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

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

                  (4)   to make provision with respect to the rights of
         Holders pursuant to the requirements of Section 5.7(b) hereof; or

                  (5)   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 in any
         material respect.

                  Section 8.2  Supplemental Agreements with Consent of Holders.

                  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 for the purpose of modifying in any manner the terms of the
Purchase Contracts or the provisions of this Agreement or the rights of the
Holders in respect of the Securities (other than the Notes, which may be
modified only in accordance with the applicable provisions of the Indenture);
provided, however, that, except as contemplated herein, no such supplemental
agreement shall, without the consent of the Holder of each Outstanding Security
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 any Purchase
         Contract, impair the right of the Holder of any Purchase Contract to
         receive distributions on the related Collateral or otherwise
         adversely affect the Holder's rights in or to such Collateral or
         adversely alter the rights in or to such Collateral;

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                  (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 (or the
         amount of any other property) to be purchased pursuant to any
         Purchase Contract, increase the price to purchase shares of Common
         Stock (or any other property) upon settlement of any Purchase
         Contract, change the Purchase Contract Settlement Date or any Early
         Settlement Date or otherwise 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 Corporate Units or the Treasury Units, then only the affected
class of Holders as of the record date for the Holders entitled to vote thereon
will be entitled to vote on such amendment or proposal, and such amendment or
proposal shall not be effective except with the consent of Holders of not less
than a majority of such affected class, as applicable.

                  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 entitled
to receive and (subject to Section 7.1 hereof) 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 and that all
conditions precedent to the execution and delivery of such amendment have been
satisfied. 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 and the Securities 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.

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                  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 Company or the Agent, bear a notation
in form approved by the Company and 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 merge or consolidate
with any other Person (in a merger in which the Company in a Constituent Person)
or 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, 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, this Agreement, the Notes, the Indenture (including any
supplemental indenture) to the extent the Indenture relates to the Notes, 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 of its payment
obligations under this Agreement or the Notes, or in default of its obligations
to deliver Common Stock (or other property) on the Purchase Contract Settlement
Date or any Early Settlement Date, or in material default in the performance of
any other covenant hereunder or under the Notes, the Indenture (including any
supplemental indenture), to the extent the Indenture relates to the Notes, the
Remarketing Agreement, the Purchase Contracts or the Pledge Agreement.

                  Section 9.2  Rights and Duties of Successor Corporation.

                  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 hereof, 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 its predecessor shall, except in
the case of a lease, be released from its obligations under this Agreement. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of ALLTEL Corporation any or all of the Certificates
evidencing

                                      71

<PAGE>

Securities 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 Securities 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.

                  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 Securities thereafter to
be issued as may be appropriate.

                  Section 9.3  Opinion of Counsel Given to Agent.

                  The Agent, subject to Sections 7.1 hereof and 7.3 hereof,
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 hereunder 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 Securities that it will duly and punctually
perform its obligations under the Purchase Contracts in accordance with the
terms of the Purchase Contracts and this Agreement.

                  Section 10.2  Maintenance of Office or Agency.

                  The Company will maintain or cause to be maintained in the
Borough of Manhattan, The City of New York an office or agency (a "New York
Office") where Certificates may be presented or surrendered for payment and for
acquisition of shares of Common Stock (or other property) upon settlement of the
Purchase Contracts on the Purchase Contract Settlement Date or Early Settlement
and for transfer of Collateral upon occurrence of a Termination Event, where
Certificates may be surrendered for registration of transfer or exchange, for a
Collateral Substitution or re-establishment of Corporate Units and where notices
and demands to or upon the Company in respect of the Securities and this
Agreement may be served. The Company will give prompt written notice to the
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 or at the Agent's

                                      72

<PAGE>

office or agency maintained in the Borough of Manhattan, The City of New York,
and the Company hereby appoints the Agent as its agent to receive all such
presentations, surrenders, notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies where Certificates may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, 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 the Borough of Manhattan, The
City of New York, as the places of payment for the Securities, and hereby
appoints the Agent, acting through its New York Office as the registrar, paying
agent and transfer agent for the Corporate Units and the Treasury Units and for
the other purposes contemplated by this Section 10.2.

                  Section 10.3  Company to Reserve Common Stock.

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

                  Section 10.4  Covenants as to Common Stock, Dividends and
Distributions.

                  The Company covenants that all shares of Common Stock which
may be issued against tender of payment in respect of any Purchase Contract
constituting a part of the Outstanding Securities will, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable. The Company shall
comply with all applicable securities laws regulating the offer, issuance and
delivery of shares of Common Stock upon settlement of Purchase Contracts and
will endeavor to list such shares on each national securities exchange or
automated quotation system on which the Common Stock is then listed. The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

                  Section 10.5  Tax Treatment.

                  The Company covenants and agrees to treat each Holder as the
owner, for United States federal income tax purposes, of the applicable interest
in the Collateral Account, including Notes and Applicable Ownership Interest of
the Treasury Portfolio or the Treasury Securities.

                                      73

<PAGE>

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

                                            ALLTEL CORPORATION

                                            By:   /s/  JEFFERY R. GARDNER
                                                --------------------------------
                                                Name:  Jeffery R. Gardner
                                                Title: Senior Vice President and
                                                       Chief Financial Officer

                                            By:   /s/  SCOTT SETTELMYER
                                                -------------------------------
                                                Name:  Scott Settelmyer
                                                Title: Treasurer

                                            J. P. MORGAN TRUST COMPANY, NATIONAL
                                            ASSOCIATION
                                            as Purchase Contract Agent

                                            By:   /s/   ROBERT C. BARKER
                                                --------------------------------
                                                Name:   Robert C. Barker
                                                Title:  Vice President

                                      74

<PAGE>

                                  EXHIBIT A

                (Form of Face of Corporate Unit Certificate)

                  [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.]*

No. _____
                                                             CUSIP No. 020039822
Number of Corporate Units_______


----------------------------
(*) To be inserted in Global Certificates only.

                                      A-1

<PAGE>

                              7.75% Corporate Units

                  This Corporate Unit Certificate certifies that ___________ is
the registered Holder of the number of Corporate Units set forth above. Each
Corporate Unit represents (i) either (a) beneficial ownership by the Holder of
$50 principal amount of 6.25% senior notes due May 17, 2007 (the "Notes") of
ALLTEL Corporation, a Delaware corporation (the "Company", which term, as used
herein, includes its successors pursuant to the Purchase Contract Agreement),
subject to the Pledge of such Note by such Holder pursuant to the Pledge
Agreement or (b) upon the occurrence of a Tax Event Redemption prior to the
Purchase Contract Settlement Date or a Successful Initial Remarketing, the
appropriate Applicable Ownership Interest of the Treasury Portfolio, subject to
the Pledge of such Applicable Ownership Interest of the Treasury Portfolio by
such Holder pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with the Company. All
capitalized terms used herein which are defined in the Purchase Contract
Agreement have the meaning set forth therein.

                  Pursuant to the Pledge Agreement, the Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
constituting part of each Corporate Unit evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising a portion of such Corporate
Units.

                  The Pledge Agreement provides that all payments of principal
on the pledged Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, or interest payments on any pledged Notes (as
defined in the Pledge Agreement) or the appropriate Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) of the
Treasury Portfolio, as the case may be, constituting part of the Corporate Units
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) interest payments with respect
to pledged Notes or the appropriate Applicable Ownership Interest (as specified
in clause (B) of the definition of such term) of the Treasury Portfolio, as the
case may be, and (B) any payments of principal or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such terms)
of the Treasury Portfolio, as the case may be, with respect to any Notes or the
appropriate Applicable Ownership Interest of 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
2:00 p.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 12:30 p.m., New
York City time, on a Business Day, then such payment shall be made no later than
10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in
the case of payments of principal on any pledged Notes or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio that has not been released from the Pledge
pursuant to the Pledge Agreement, as the case may be, to the Company on the
Purchase Contract Settlement 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 Corporate Units of which such pledged Notes or
the Treasury Portfolio, as the case may be, are a part under the Purchase
Contracts forming a part of

                                      A-2

<PAGE>

such Corporate Units. Interest on any Notes or distributions on the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio, as the case may be, forming part of a
Corporate Unit evidenced hereby which are payable quarterly in arrears on
February 17, May 17, August 17 and November 17 each year, commencing on August
17, 2002 (each a "Payment Date"), shall, subject to receipt thereof from the
Collateral Agent, be paid to the Person in whose name this Corporate Unit
Certificate (or a Predecessor Corporate Unit 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 Corporate Unit Certificate to purchase, and the Company to sell, on May
17, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the
"Stated Amount"), a number of newly issued shares of common stock, $1.00 par
value ("Common Stock"), of the Company equal to the Settlement Rate, unless on
or prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Corporate Units of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of (1) cash received from a
Holder or (2) payment received in respect of the Notes or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, pledged to secure the
obligations under such Purchase Contract of the Holder of the Corporate Units of
which such Purchase Contract is a part.

                  Interest on the Notes or distributions on the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio, as the case may be, will be payable at the
Corporate Trust Office of the Agent and at the New York Office or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Corporate Units Register or by wire transfer to the
account designated by a prior written notice from such Person.

                  The Company shall pay on each Payment Date in respect of each
Purchase Contract forming part of a Corporate Unit evidenced hereby an amount
(the "Contract Adjustment Payments") equal to 1.5% 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. Such Contract
Adjustment Payments, if any, shall be payable to the Person in whose name this
Corporate Unit Certificate (or a Predecessor Corporate Unit 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
Corporate Trust Office of the Agent and at the New York Office or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Corporate Units Register.

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

                                      A-3

<PAGE>

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

                                      A-4

<PAGE>

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

                                   ALLTEL CORPORATION
                                   By: ______________________________
                                       Name:
                                       Title:

                                   By: ______________________________
                                       Name:
                                       Title:

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

                                   By:  J. P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION
                                        not individually but solely as attorney-
                                        in-fact of such Holder

                                   By: ______________________________
                                       Name:
                                       Title:

Dated:

                                      A-5

<PAGE>

                      AGENT'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Corporate Unit Certificates referred to in
the within mentioned Purchase Contract Agreement.

                                   By:  J. P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION,
                                        as Purchase Contract Agent

                                   By: ______________________________
                                             Authorized Signatory

Dated:

                                      A-6

<PAGE>

                (Form of Reverse of Corporate Unit Certificate)

                  Each Purchase Contract evidenced hereby is governed by a
Purchase Contract Agreement, dated as of May 6, 2002 (as may be supplemented
from time to time, the "Purchase Contract Agreement"), between the Company and
J. P. Morgan Trust Company, National Association, 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 Corporate Unit Certificates are, and are
to be, executed and delivered. In the case of any inconsistency between this
Certificate and the terms of the Purchase Contract Agreement, the terms of the
Purchase Contract Agreement shall prevail.

                  Each Purchase Contract evidenced hereby obligates the Holder
of this Corporate Unit Certificate to purchase, and the Company to sell, on the
Purchase Contract Settlement Date at a price equal to the Purchase Price, a
number of newly issued shares of Common Stock of the Company equal to the
Settlement Rate, unless, on or prior to the Purchase Contract Settlement Date,
there shall have occurred a Termination Event or an Early Settlement with
respect to the Security of which such Purchase Contract is a part. The
"Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
below) is equal to or greater than $60.39 (the "Threshold Appreciation Price"),
0.8280 shares of Common Stock per Purchase Contract, (b) if the Applicable
Market Value is less than the Threshold Appreciation Price but is greater than
$49.50, (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, 1.0101 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.

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

                  The "Applicable Market Value" means the average of the Closing
Price per share of Common Stock on each of the 20 consecutive Trading Days
ending on (a) the third Trading Day immediately preceding the Purchase Contract
Settlement Date or (b) for purposes of determining cash payable in lieu of
fractional shares in connection with an Early Settlement pursuant to Section
5.11 of the Purchase Contract Agreement, the third Trading Day immediately
preceding the relevant Early Settlement Date or (c) for the purposes of Section
5.7(b)(2) of the Purchase Contract Agreement, the third Trading Day immediately
preceding the Cash Merger Date. The "Closing Price" of the Common Stock on any
date of determination means the closing sale price (or, if no closing sale price
is reported, the last reported sale price) of the Common Stock on The New York
Stock Exchange (the "NYSE") on any such date; or, if the Common Stock is not
listed for trading on the NYSE on any such date, the closing sale price as
reported in the composite transactions for the principal United States national
or regional securities exchange on which the Common Stock is so listed; or if
the Common Stock is not so listed on a

                                      A-7

<PAGE>

United States national or regional securities exchange, the last closing sale
price of the Common Stock as reported by the Nasdaq National 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 Closing Price
means the market value of the Common Stock on the date 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.

                  In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Corporate Unit Certificate shall pay the Purchase
Price for the shares of Common Stock purchased pursuant to each Purchase
Contract evidenced hereby by effecting a Cash Settlement or an Early Settlement
or from the Proceeds of a remarketing of the related pledged Notes of such
Holders or of the appropriate Applicable Ownership Interest of the Treasury
Portfolio. Unless a Tax Event Redemption or a Successful Initial Remarketing has
occurred, a Holder of Corporate Units who does not elect to make an effective
(1) Cash Settlement on or prior to 5:00 p.m., New York City time, on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date, or (2)
Early Settlement on or prior to 5:00 p.m. New York City time, on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date, shall
pay the Purchase Price for the shares of Common Stock to be issued under the
related Purchase Contract from the Proceeds of the sale of the related pledged
Notes held by the Collateral Agent. Unless a Tax Event Redemption or a
Successful Initial Remarketing has occurred, such sale will be made by the
Remarketing Agent pursuant to the terms of the Remarketing Agreement and any
supplemental remarketing agreement executed in connection therewith between the
parties thereto, on the third Business Day immediately preceding the Purchase
Contract Settlement Date. If a Tax Event Redemption or a Successful Initial
Remarketing has occurred, a Holder of Corporate Units who does not elect to make
an effective Early Settlement on or prior to 5:00 p.m. New York City time, on
the second Business Day immediately preceding the Purchase Contract Settlement
Date shall pay the Purchase Price with the Proceeds at maturity of the
Applicable Ownership Interest (as defined in clause (A) of the definition of
such term) of the Treasury Portfolio.

                  If, as provided in the Purchase Contract Agreement, (i) upon
the occurrence of a Failed Secondary Remarketing or (ii) if a Holder notifies
the Agent of its intention to effect a Cash Settlement but fails to deliver the
purchase price in cash on or prior to the Business Day immediately preceding the
Purchase Contract Settlement Date, 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 Corporate Unit Certificate, any accrued and unpaid
interest on such Pledged Notes will become payable by the Company to the Holder
of the Corporate Unit 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

                                      A-8

<PAGE>

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 Corporate Unit Holders a notice (a) containing such information as
is contained in the notice or solicitation, (b) stating that each Corporate Unit
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 Notes constituting a part of
such holder's Corporate Units and (c) stating the manner in which such
instructions may be given. Upon the written request of the Corporate Unit
Holders 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 Notes as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Corporate Unit, the Agent shall abstain from voting the Notes
evidenced by such Corporate Units.

                  Upon the occurrence of a Tax Event Redemption prior to the
Purchase Contract Settlement Date, pursuant to the terms of the Pledge
Agreement, the Collateral Agent will apply, out of the aggregate Redemption
Price for the Notes that are components of Corporate Units, an amount equal to
the aggregate Redemption Amount for the Notes that are components of Corporate
Units to purchase on behalf of the Holders of Corporate Units, the Treasury
Portfolio and promptly remit the remaining portion of such Redemption Price to
the Agent for payment to the Holders of such Corporate Units.

                  Upon the occurrence of a Successful Initial Remarketing,
pursuant to the terms of the Remarketing Agreement, the Remarketing Agent will
apply an amount equal to the Treasury Portfolio Purchase Price to purchase on
behalf of the Holders of Corporate Units, the Treasury Portfolio, and, after
deducting the Remarketing Fee to the extent permitted under the terms of the
Remarketing Agreement, promptly remit the remaining portion of such Proceeds of
the Successful Initial Remarketing to the Agent for payment to the Holders of
such Corporate Units.

                  Following the occurrence of a Tax Event Redemption prior to
the Purchase Contract Settlement Date or following a Successful Initial
Remarketing, the Holders of Corporate Units and the Collateral Agent shall have
such security interests, rights and obligations with respect to the Treasury
Portfolio as the Holder of Corporate Units and the Collateral Agent had in
respect of the Notes, as the case may be, subject to the Pledge thereof as
provided in the Pledge Agreement and any reference herein to the Notes 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 Corporate Unit Certificates are issuable only in
registered form and only in denominations of a single Corporate Unit and any
integral multiple thereof. The transfer of any Corporate Unit Certificate will
be registered and Corporate Unit Certificates may be exchanged as provided in
the Purchase Contract Agreement. The Corporate Units Registrar may require a

                                      A-9

<PAGE>

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. A Holder who elects to
substitute Treasury Securities for Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, thereby creating Treasury Units, shall be
responsible for any fees or expenses payable in connection therewith. Except as
provided in the Purchase Contract Agreement, for so long as the Purchase
Contract underlying a Corporate Unit remains in effect, such Corporate Unit
shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Corporate Unit in respect of Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, and the Purchase Contract constituting such Corporate Unit may be
transferred and exchanged only as a Corporate Unit. A Holder of a Corporate Unit
may create a Treasury Unit by delivering to the Collateral Agent Treasury
Securities in an aggregate principal amount equal to the aggregate principal
amount of the pledged Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, in exchange for the release of such pledged Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, in accordance with the terms of the Purchase Contract Agreement
and the Pledge Agreement. From and after such Collateral Substitution, the
Security for which such pledged Treasury Securities secures the Holder's
obligation under the Purchase Contract shall be referred to as a "Treasury
Units". A Holder may make such Collateral Substitution only in integral
multiples of 20 Corporate Units for the same multiple of 20 Treasury Units;
provided, however, that if a Tax Event Redemption or a Successful Initial
--------  -------
Remarketing has occurred and the Treasury Portfolio has become a component of
the Corporate Units, a Holder may make such Collateral Substitutions only in
integral multiples of 32,000 Corporate Units for the same multiple of 32,000
Treasury Units.

                  A Holder of Treasury Units may recreate Corporate Units by
delivering to the Collateral Agent Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, with an aggregate principal amount, in the
case of such Notes, or with the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, in the case of such appropriate Applicable Ownership Interest of the
Treasury Portfolio, equal to the aggregate principal amount of the pledged
Treasury Securities in exchange for the release of such pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. Any such recreation of a Corporate Unit may be effected
only in multiples of 20 Treasury Units for the same multiple of 20 Corporate
Units; provided, however, that if a Tax Event Redemption or a Successful Initial
Remarketing has occurred and the Treasury Portfolio has become a component of
the Corporate Units, a Holder may make such substitution only in integral
multiples of 32,000 Treasury Units for the same multiple of 32,000 Corporate
Units.

                  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 Corporate Unit
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 Corporate Trust Office of the Agent and the New
York Office or, at the option of the Company, by check mailed to the address

                                      A-10

<PAGE>

of the Person entitled thereto at such address as it appears on the Corporate
Units Register or by wire transfer to the account designated by such Person in
writing.

                  The Company shall have the right, at any time prior to the
Purchase Contract Settlement Date, to defer the payment of any or all of the
Contract Adjustment Payments, if any, 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 such payment (specifying the amount to be deferred) as
provided in the Purchase Contract Agreement. Any Contract Adjustment Payments,
if any, so deferred shall, to the extent permitted by law, bear additional
Contract Adjustment Payments thereon at the rate of 7.75% per year (computed on
the basis of a 360-day year of twelve 30-day months), compounded quarterly 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, if any, may be deferred to a date that is on or after the
Purchase Contract Settlement 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, if any, on the Purchase Contracts until a Payment
Date prior to the Purchase Contract Settlement 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, if any, on the Purchase Contracts until the
Purchase Contract Settlement Date, the Holder of this Corporate Unit Certificate
will receive on the Purchase Contract Settlement 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 (x) the aggregate amount
of Deferred Contract Adjustment Payments payable to the Holder of this Corporate
Unit Certificate divided by (y) the Applicable Market Value.

                  In the event the Company exercises its option to defer the
payment of Contract Adjustment Payments, if any, 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 capital stock
other than: (i) purchases, redemptions or acquisitions of shares of capital
stock of the Company 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 of such event; (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 capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged; (iv) dividends
or distributions in capital stock of the Company (or rights to acquire capital
stock) or

                                      A-11

<PAGE>

repurchases, acquisitions or redemptions of capital stock in connection with
the issuance or exchange of capital stock (or securities convertible into or
exchangeable for shares of our capital stock); (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; or (vi) mandatory sinking fund payments with
respect to any series of preferred stock of the Company; provided that the
aggregate stated value of all such series outstanding at the time of such
payment does not exceed 5% of the aggregate of (1) the total principal amount
of all then outstanding bonds or other securities representing secured
indebtedness issued or assumed by the Company and (2) the Company's capital and
surplus to be stated on the Company's books of account after giving effect to
such payment; provided however that any moneys deposited into any sinking fund
and not in violation of this clause (vi) may thereafter be applied to the
purchase or redemption of such preferred stock in accordance with the terms of
such sinking fund without regard to the foregoing restrictions.

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

                  Subject to and upon compliance with the provisions of the
Purchase Contract Agreement, at the option of the Holder thereof, Purchase
Contracts underlying Securities may be settled early ("Early Settlement") as
provided in the Purchase Contract Agreement. In order to exercise the right to
effect Early Settlement with respect to any Purchase Contracts evidenced by this
Corporate Unit Certificate, the Holder of this Corporate Unit Certificate shall
deliver to the Agent at the Corporate Trust Office an Election to Settle Early
form set forth below and any other documents requested by the Agent duly
completed and accompanied by payment in the form of immediately available funds
payable to the order of the Company in an amount (the "Early Settlement Amount")
equal to (i) the product of (A) $50 times (B) the number of Purchase Contracts
with respect to which the Holder has elected to effect Early Settlement, plus
(ii) if such delivery is made with respect to any Purchase Contracts during the
period from the close of business on any Record Date for any Payment Date to the
opening of business on such Payment Date, an amount equal to the Contract
Adjustment Payments payable on such Payment Date with respect to such Purchase
Contracts.

                  Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Notes or the appropriate Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, underlying such Securities shall be released from
the Pledge as provided in the Pledge Agreement and the Holder

                                      A-12

<PAGE>

shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Corporate Unit as to which Early
Settlement is effected equal to 0.8280 share of Common Stock per 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 provided in the Purchase Contract Agreement.

                  Upon registration of transfer of this Corporate Unit
Certificate in accordance with the Purchase Contract Agreement, 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, the
Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor
shall be released from the obligations under the Purchase Contract Agreement,
the Pledge Agreement and the Purchase Contracts evidenced by this Corporate Unit
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 Corporate Unit Certificate, by its
acceptance hereof, authorizes the Agent to enter into and perform the related
Purchase Contracts forming part of the Corporate Units 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 its 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 its behalf as its
attorney-in-fact, and consents to the Pledge of the Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
underlying this Corporate Unit Certificate pursuant to the Pledge Agreement and
to all other provisions of 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,
Proceeds of the pledged Notes or the appropriate Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such Proceeds.

                  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 then outstanding.

                  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 principles of conflicts of laws.

                  Prior to due presentment of this Certificate for registration
of transfer, the Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Corporate Unit
Certificate is registered as the owner of the Corporate Units evidenced hereby
for the purpose of receiving payments of interest payable quarterly on

                                      A-13

<PAGE>

the Notes or on the maturing quarterly interest strips of the Treasury
Portfolio, as applicable, 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, whether or not any
payments in respect thereof be overdue and notwithstanding any notice to the
contrary, and neither the Company, the Agent nor any such agent shall be
affected by notice to the contrary.

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

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

                                      A-14

<PAGE>

                                  ABBREVIATIONS

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

TEN COM  -                          as tenants in common

UNIF GIFT MIN ACT  -                __________Custodian______________
                                    (cust)             (minor)

                                    Under Uniform Gifts to Minors Act

                                    ____________________________________________
                                                     (State)

TEN ENT  -                          as tenants by the entireties

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

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

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

                  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 Corporate Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

________________________________________________________________________________
attorney to transfer said Corporate Unit Certificates on the books of ALLTEL
Corporation with full power of substitution in the premises.

Dated:______________                ____________________________________________
                                    Signature

                                      A-15

<PAGE>

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

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.

                                      A-16

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated:______________                _____________________________________
                                    Signature
                                    Signature Guarantee:_____________
                                    (if assigned to another person)

                  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.

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

__________________________________          __________________________________
               Name                                        Name

__________________________________          __________________________________
              Address                                     Address

__________________________________          __________________________________

Social Security or other
Taxpayer Identification
Number, if any                          _______________________________________

                                      A-17

<PAGE>

                            ELECTION TO SETTLE EARLY

                  The undersigned Holder of this Corporate Unit 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 Corporate Units evidenced by this Corporate
Unit Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Corporate Units
with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof;
provided, however, that if a Tax Event Redemption or a Successful Initial
Remarketing has occurred and the Treasury Portfolio has become a component of
the Corporate Units, Holders may early settle Corporate Units only in integral
multiples of 20 Corporate Units. 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 Corporate Unit Certificate representing any
Corporate Units evidenced hereby as to which Early Settlement of the related
Purchase Contracts is not effected, to the undersigned at the address indicated
below unless a different name and address have been indicated below. Pledged
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, deliverable upon such Early Settlement will be
transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.

Dated:_________________             ________________________________________
                                    Signature

Signature Guarantee
(if assigned to another person): _______________________________________

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.

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

                  If shares of Common Stock or Corporate Unit Certificates are
                  to be registered in the name of and delivered to and pledged
                  Notes, or an Applicable Ownership Interest in the Treasury
                  Portfolio, as the case may be, are to be transferred to a
                  Person other than the Holder, please (i) print such Person's
                  name and address and (ii) provide a guarantee of your
                  signature:

                                      A-18

<PAGE>

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

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

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

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

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

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

REGISTERED HOLDER

Please print name and address of Registered Holder:

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

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

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

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

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

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

Social Security or other
Taxpayer Identification

Number, if any                                _________________________________

Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in
the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement
or a Termination Event:

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

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

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

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

                                      A-19

<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
<CAPTION>
<S>     <C>             <C>                      <C>                     <C>                        <C>
                                                                                                    Signature of authorized
                             Amount of                 Amount of          Stated Amount of this      signatory of Purchase
                         decrease in Stated       increase in Stated        Global Certificate         Contract Agent or
                        Amount of the Global     Amount of the Global    following such decrease     Securities Custodian
        Date                Certificate               Certificate              or increase                   Agent

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________
</TABLE>

                                      A-20

<PAGE>

                                    EXHIBIT B

                  (Form of Face of Treasury Unit Certificate)

                  [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.]*

No. ____                                                     CUSIP No. 020039814

Number of Treasury Units _______


----------------------------
(*) To be inserted in Global Certificates only.

                                      B-1

<PAGE>

                              7.75% Treasury Units

                  This Treasury Unit Certificate certifies that __________ is
the registered Holder of the number of Treasury Units set forth above. Each
Treasury Unit represents (i) a 1/20, or 5%, undivided beneficial ownership
interest in a Treasury Security having a principal amount at maturity equal to
$1,000, subject to the Pledge of such Treasury Security by such Holder pursuant
to the Pledge Agreement, and (ii) the rights and obligations of the Holder under
one Purchase Contract with ALLTEL Corporation, a Delaware corporation (the
"Company", which term, as used herein, includes its successors pursuant to the
Purchase Contract Agreement). 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 Securities
constituting part of each Treasury Unit evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising a portion of such Treasury
Units.

                  The Pledge Agreement provides that all payments of the
principal of any Treasury Securities received by the Collateral Agent shall be
paid by the Collateral Agent by wire transfer in same day funds (i) in the case
of any principal payments with respect to any Treasury Securities that have been
released from the Pledge pursuant to the Pledge Agreement, to the Holders of the
applicable Treasury Units to the accounts designated by them in writing for such
purpose no later than 2:00 p.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 12:30 p.m., New York City time, on a Business Day, then such payment
shall be made no later than 10:30 a.m., New York City time, on the next
succeeding Business Day), and (ii) in the case of the principal of any pledged
Treasury Securities, to the Company on the Purchase Contract Settlement 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 Treasury Units
of which such pledged Treasury Securities are a part under the Purchase
Contracts forming a part of such Treasury Units.

                  Each Purchase Contract evidenced hereby obligates the Holder
of this Treasury Unit Certificate to purchase, and the Company to sell, on May
17, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the
"Stated Amount"), a number of newly issued shares of class A common stock, par
value $1.00 ("Common Stock"), of the Company equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date there shall have
occurred a Termination Event or an Early Settlement with respect to the Treasury
Units of which such Purchase Contract is a part, all as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof. The purchase
price (the "Purchase Price") for the shares of Common Stock purchased pursuant
to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid
on the Purchase Contract Settlement Date by application of the Proceeds from the
Treasury Securities 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 Treasury Unit evidenced hereby an amount
(the "Contract Adjustment

                                      B-2

<PAGE>

Payments") equal to 1.5% 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. Such Contract Adjustment Payments, if any,
shall be payable to the Person in whose name this Treasury Unit Certificate (or
a Predecessor Treasury Unit 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
Corporate Trust Office of the Agent and at the New York Office or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Treasury Units Register or by wire transfer to the
account designated by such Person by prior written notice.

                  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 Treasury Unit 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.

                                      B-3

<PAGE>

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

                                               By: ______________________
                                                   Name:
                                                   Title:

                                               By: ______________________
                                                   Name:
                                                   Title:

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

                                               By:  J. P. MORGAN TRUST COMPANY,
                                                    NATIONAL ASSOCIATION
                                                    not individually but solely
                                                    as attorney-in-fact of such
                                                    Holder

                                               By: ______________________
                                                    Name:
                                                    Title:

Dated:

                                      B-4

<PAGE>

                      AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                               By:  J. P. MORGAN TRUST COMPANY,
                                                    NATIONAL ASSOCIATION
                                                     as Purchase Contract Agent

                                               By: ____________________________
                                                     Authorized Signatory

                                      B-5

<PAGE>

                            (Form of Reverse of
                         Treasury Unit Certificate)

                  Each Purchase Contract evidenced hereby is governed by a
Purchase Contract Agreement, dated as of May 6, 2002 (as may be supplemented
from time to time, the "Purchase Contract Agreement"), between the Company and
J. P. Morgan Trust Company, National Association, 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 Treasury Unit Certificates are, and are
to be, executed and delivered. In the case of any inconsistency between this
Certificate and the terms of the Purchase Contract Agreement, the terms of the
Purchase Contract Agreement shall prevail.

                  Each Purchase Contract evidenced hereby obligates the Holder
of this Treasury Unit Certificate to purchase, and the Company to sell, on the
Purchase Contract Settlement Date at the Purchase Price, a number of newly
issued shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event or an Early Settlement with respect to the Security
of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a)
if the Applicable Market Value (as defined below) is equal to or greater than
$60.39 (the "Threshold Appreciation Price"), 0.8280 shares of Common Stock per
Purchase Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $49.50, (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, 1.0101 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.

                  Each Purchase Contract evidenced hereby which is settled
through Early Settlement shall obligate the Holder of the related Treasury Units
to purchase at the Purchase Price, and the Company to sell, a number of newly
issued shares of Common Stock equal to the Early Settlement Rate.

                  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 (a) the third Trading Day immediately preceding the Purchase Contract
Settlement Date or (b) for purposes of determining cash payable in lieu of
fractional shares in connection with an Early Settlement pursuant to Section
5.11 of the Purchase Contract Agreement, the third Trading Day immediately
preceding the relevant Early Settlement Date or (c) for the purposes of Section
5.7(b)(2) of the Purchase Contract Agreement, the third Trading Day immediately
preceding the Cash Merger Date. The "Closing Price" of the Common Stock on any
date of determination means the closing sale price (or, if no closing sale 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 composite transactions
for the principal United States securities exchange on which the Common Stock is
so listed, or if the

                                      B-6

<PAGE>

Common Stock is not so listed on a United States national or regional securities
exchange, the last closing sales price on and as reported as reported by the
Nasdaq National 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 Closing Price means the market value of the Common Stock
on the date 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.

                  In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Treasury Unit Certificate shall pay the Purchase
Price for the shares of Common Stock purchased pursuant to each Purchase
Contract evidenced hereby by effecting either an Early Settlement of each such
Purchase Contract or by applying a principal amount of the pledged Treasury
Securities underlying such Holder's Treasury Units equal to the Stated Amount to
the purchase of the Common Stock. A Holder of Treasury Units who does not elect,
on or prior to 5:00 p.m., New York City time, on the second Business Day
immediately preceding the Purchase Contract Settlement Date, to make an Early
Settlement, shall pay the Purchase Price for the shares of Common Stock to be
issued on the related Purchase Contract by applying a principal amount of the
pledged Treasury Securities as aforesaid.

                  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 Treasury Unit Certificates are issuable only in registered
form and only in denominations of a single Treasury Unit and any integral
multiple thereof. The transfer of any Treasury Unit Certificate will be
registered and Treasury Unit Certificates may be exchanged as provided in the
Purchase Contract Agreement. The Treasury Units 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. A Holder who elects to
substitute Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, for Treasury Securities, thereby
recreating Corporate Units, shall be responsible for any fees or expenses
payable in connection therewith. Except as provided in the Purchase Contract
Agreement, for so long as the Purchase Contract underlying a Treasury Unit
remains in effect, such Treasury Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Treasury
Unit in respect of the Treasury Security and the Purchase Contract constituting
such Treasury Unit may be transferred and exchanged only as a Treasury Unit. A
Holder of Treasury Units may recreate Corporate Units by delivering to the
Collateral Agent Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, with an aggregate principal amount, in the case of such
Notes, or with the appropriate Applicable Ownership Interest (as specified in
clause (A) of the

                                      B-7

<PAGE>

definition of such term) of the Treasury Portfolio, in the case of such
appropriate Applicable Ownership Interest of the Treasury Portfolio, equal to
the aggregate principal amount of the pledged Treasury Securities in exchange
for the release of such pledged Treasury Securities in accordance with the terms
of the Purchase Contract Agreement and the Pledge Agreement. From and after such
substitution, the Security for which such pledged Notes or appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
secures the Holder's obligation under the Purchase Contract shall be referred to
as an "Corporate Units". A Holder may make such a substitution only in integral
multiples of 20 Treasury Units for the same multiple of 20 Corporate Units;
provided, however, that if a Tax Event Redemption or a Successful Initial
Remarketing has occurred and the Treasury Portfolio has become a component of
the Corporate Units, a Holder may make such substitution only in integral
multiples of 32,000 Treasury Units for the same multiple of 32,000 Corporate
Units.

                  A Holder of a Corporate Unit may create a Treasury Unit by
delivering to the Collateral Agent Treasury Securities in an aggregate principal
amount of the pledged Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, in exchange for the release of such pledged Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, in accordance with the terms of the Purchase Contract Agreement
and the Pledge Agreement. Any such creation of a Treasury Unit may be effected
only in multiples of 20 Corporate Units for the same multiple of 20 Treasury
Units; provided, however, if a Tax Event Redemption or a Successful Initial
Remarketing has occurred and the Treasury Portfolio has become a component of
the Corporate Units, a Holder may make such Collateral Substitution only in
integral multiples of 32,000 Corporate Units for the same multiple of 32,000
Treasury Units.

                  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 Treasury Unit
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 Corporate Trust Office of the Agent and the New
York Office 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 Treasury Units
Register.

                  The Company shall have the right, at any time prior to the
Purchase Contract Settlement Date, to defer the payment of any or all of the
Contract Adjustment Payments, if any, 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 such payment (specifying the amount to be deferred) as
provided in the Purchase Contract Agreement. Any Contract Adjustment Payments,
if any, so deferred shall, to the extent permitted by law, bear additional
Contract Adjustment Payments thereon at the rate of 7.75% per year (computed on
the basis of a 360-day year of twelve 30 day months), compounded quarterly 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, if any, may be deferred to a

                                      B-8

<PAGE>

date that is on or after the Purchase Contract Settlement 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, if any, on the Purchase Contracts until a Payment
Date prior to the Purchase Contract Settlement 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, if any, on the Purchase Contracts until the
Purchase Contract Settlement Date, the Holder of this Treasury Unit Certificate
will receive on the Purchase Contract Settlement 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 (x) the aggregate amount
of Deferred Contract Adjustment Payments payable to the Holder of this Treasury
Unit Certificate divided by (y) the Applicable Market Value.

                  In the event the Company exercises its option to defer the
payment of Contract Adjustment Payments, if any, 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 capital stock
other than: (i) purchases, redemptions or acquisitions of shares of capital
stock of the Company 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 of such event; (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 capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged; (iv) dividends
or distributions in capital stock of the Company (or rights to acquire capital
stock) or repurchases, acquisitions or redemptions of capital stock in
connection with the issuance or exchange of capital stock (or securities
convertible into or exchangeable for shares of our capital stock); (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; or (vi) mandatory
sinking fund payments with respect to any series of preferred stock of the
Company; provided that the aggregate stated value of all such series outstanding
at the time of such payment does not exceed 5% of the aggregate of (1) the total
principal amount of all then outstanding bonds or other securities representing
secured indebtedness issued or assumed by the Company and (2) the Company's
capital and surplus to be stated on the Company's books of account after giving
effect to such payment; provided however that any moneys deposited into any
sinking fund and not in violation of this clause (vi) may thereafter be applied
to the purchase or redemption of such preferred stock in accordance with the
terms of such sinking fund without regard to the foregoing restrictions.

                  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

                                      B-9

<PAGE>

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 Purchase Contract Settlement Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Agent, the Collateral Agent and to the Holders, at their
addresses as they appear in the Treasury Units Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Treasury Securities from the Pledge in accordance with the provisions of the
Pledge Agreement.

                  Subject to and upon compliance with the provisions of the
Purchase Contract Agreement, at the option of the Holder thereof, Purchase
Contracts underlying Securities may be settled early ("Early Settlement") as
provided in the Purchase Contract Agreement. In order to exercise the right to
effect Early Settlement with respect to any Purchase Contracts evidenced by this
Corporate Unit Certificate, the Holder of this Treasury Unit Certificate shall
deliver to the Agent at the Corporate Trust Office an Election to Settle Early
form set forth below and any other documents requested by the Agent duly
completed and accompanied by payment in the form of immediately available funds
payable to the order of the Company in an amount (the "Early Settlement Amount")
equal to (i) the product of (A) $50 times (B) the number of Purchase Contracts
with respect to which the Holder has elected to effect Early Settlement, plus
(ii) if such delivery is made with respect to any Purchase Contracts during the
period from the close of business on any Record Date for any Payment Date to the
opening of business on such Payment Date, an amount equal to the Contract
Adjustment Payments payable on such Payment Date with respect to such Purchase
Contracts.

                  Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Pledged Treasury Securities underlying such Securities
shall be released from the Pledge as provided in the Pledge Agreement and the
Holder shall be entitled to receive a number of shares of Common Stock on
account of each Purchase Contract forming part of a Treasury Unit as to which
Early Settlement is effected equal to 0.8280 share of Common Stock per 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 provided in the Purchase Contract Agreement.

                  Upon registration of transfer of this Treasury Unit
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, the Pledge Agreement and the Purchase Contracts evidenced
hereby and the transferor shall be released from the obligations under the
Purchase Contract Agreement, the Pledge Agreement and the Purchase Contracts
evidenced by this Treasury Unit 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 Treasury Unit Certificate, by its
acceptance hereof, authorizes the Agent to enter into and perform the related
Purchase Contracts forming part of the Treasury Units evidenced hereby on his
behalf as its attorney-in-fact, expressly withholds any consent to

                                      B-10

<PAGE>

the assumption (i.e., affirmance) of the Purchase Contracts by the Company or
its trustee in the event that the Company becomes the subject of a case under
the Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Agent to enter into and perform the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Treasury Securities
underlying this Treasury Unit Certificate pursuant to the Pledge Agreement and
to all other provisions of 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,
Proceeds of the pledged Treasury Securities on the Purchase Contract Settlement
Date shall be paid by the Collateral Agent to the Company in satisfaction of
such Holder's obligations under such Purchase Contract and such Holder shall
acquire no right, title or interest in such Proceeds.

                  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 then outstanding.

                  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 principles of conflicts of laws.

                  Prior to due presentment of this Certificate for registration
of transfer, the Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Treasury Unit
Certificate is registered as the owner of the Treasury Units evidenced hereby
for the purpose of receiving payments on the Treasury Securities, 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, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Agent nor any such agent shall be affected by notice to the contrary.

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

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

                                      B-11

<PAGE>

                                  ABBREVIATIONS

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

TEN COM  -                          as tenants in common

UNIF GIFT MIN ACT  -                __________Custodian__________
                                    (cust)             (minor)

                                    Under Uniform Gifts to Minors Act

                                    _________________________________________
                                                     (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.

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

                  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 Treasury Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

_______________________________________________________________________________
attorney to transfer said Treasury Unit Certificates on the books of ALLTEL
Corporation with full power of substitution in the premises.

Dated: _________________            ___________________________________________
                                    Signature

                                      B-12

<PAGE>

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

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.

                                      B-13

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated: _________________            ___________________________________________
                                    Signature
                                    Signature Guarantee: ___________________
                                    (if assigned to another person)

                  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.

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

_______________________________________________________________________________
                                      Name

_______________________________________________________________________________
                                     Address

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Social Security or other
Taxpayer Identification
Number, if any ________________________________________________________________

                                      B-14

<PAGE>

REGISTERED HOLDER

Please print name and address of Registered Holder:

_______________________________________________________________________________
                                      Name

_______________________________________________________________________________
                                     Address

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

                                      B-15

<PAGE>

                            ELECTION TO SETTLE EARLY

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

Dated:________________              ___________________________________________
                                    Signature

Signature Guarantee:  ____________________________________
(if assigned to another person)

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.

                                      B-16

<PAGE>

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

If shares of Common Stock or Treasury Unit Certificates are to be registered in
the name of and delivered to and pledged Treasury Securities are to be
transferred to a Person other than the Holder, please (i) print such Person's
name and address and (ii) provide a guarantee of your signature:

_______________________________________________________________________________
                                      Name

_______________________________________________________________________________
                                     Address

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Social Security or other
Taxpayer Identification
Number, if any ________________________________________________________________

Please print name and address of Registered Holder:

_______________________________________________________________________________
                                      Name

_______________________________________________________________________________
                                     Address

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Transfer Instructions for pledged Treasury Securities Transferable Upon Early
Settlement or a Termination Event:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

                                      B-17

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
        <S>             <C>                       <C>                     <C>                      <C>
                                                                                                   Signature of authorized
                             Amount of                 Amount of          Stated Amount of this     signatory of Purchase
                         decrease in Stated       increase in Stated        Global Certificate         Contract Agent or
                        Amount of the Global     Amount of the Global    following such decrease     Securities Custodian
        Date                Certificate               Certificate              or increase                   Agent

___________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________
</TABLE>

                                      B-18

<PAGE>

                                    EXHIBIT C

                    INSTRUCTION FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT

Wachovia Bank, National Association
5847 San Felipe, Suite 1050
Houston, Texas 77057
Attention:  Corporate Trust Department

                  Re:      Equity Units of ALLTEL Corporation (the "Company")

                  We hereby notify you in accordance with Section 4.1 and 4.2 of
the Pledge Agreement, dated as of May 6, 2002, (the "Pledge Agreement") among
the Company, yourselves, as Collateral Agent, Custodial Agent and Securities
Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact
for the holders of [Corporate Units] [Treasury Units] from time to time, that
the holder of the Securities listed below (the "Holder") has elected to
substitute [$_____ aggregate principal amount of Treasury Securities] [$_______
aggregate principal amount of Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be,] in exchange for an
equal Value of [Pledged Notes or the appropriate 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 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 or the appropriate
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 or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be,] [Treasury Securities] related to such [Corporate
Units] [Treasury Units] 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:_____________                          _________________________________
                                            By:______________________
                                            Name:
                                            Title:
                                            Signature Guarantee:_____________

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

________________________________            _________________________________
             Name                           Social Security or other Taxpayer
                                            Identification Number, if any

________________________________
           Address

________________________________

________________________________

                                      C-1

<PAGE>

                                    EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

J.P. Morgan Trust Company, National Association
Chase Financial Tower
250 W. Huron Road, Suite 220
Cleveland, Ohio 44113
Attention: Corporate Trust - Manager

                  Re:      Equity Units of ALLTEL Corporation (the "Company")

                  The undersigned Holder hereby notifies you that it has
delivered to , as Collateral Agent, [$_______ aggregate principal amount of
Treasury Securities] [$ aggregate principal amount of Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in
exchange for an equal Value of [Pledged Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged
Treasury Securities] held by the Collateral Agent, in accordance with Section
4.1 and 4.2 of the Pledge Agreement, dated May 6, 2002 (the "Pledge Agreement"),
between 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 or the
appropriate Applicable Ownership Interest of the Treasury Portfolio] [Pledged
Treasury Securities] related to such [Corporate Units] [Treasury Units].
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

Dated:_____________                        __________________________________
                                           Signature

                                           Signature Guarantee:__________

Please print name and address of Registered Holder:

________________________________           ____________________________________
             Name                          Social Security or other Taxpayer
                                           Identification Number, if any

________________________________
            Address

________________________________

________________________________

                                      D-1

<PAGE>

                                    EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH

J.P. Morgan Trust Company, National Association
Chase Financial Tower
250 W. Huron Road, Suite 220
Cleveland, Ohio 44113
Attention: Corporate Trust - Manager

                  Re:      Equity Units of ALLTEL Corporation (the "Company")

                  The undersigned Holder hereby irrevocably notifies you in
accordance with Section 5.5 of the Purchase Contract Agreement dated as of May
6, 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 Purchase Contract Settlement
Date, (in lawful money of the United States by certified or cashiers check or
wire transfer, in each case in immediately available funds), $_________ as the
Purchase Price for the shares of Common Stock issuable to such Holder by the
Company under the related Purchase Contract on the Purchase Contract Settlement
Date. The undersigned Holder hereby instructs you to notify promptly the
Collateral Agent of the undersigned Holders election to make such cash
settlement with respect to the Purchase Contracts related to such Holder's
[Corporate Units] [Treasury Units].

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:

________________________________           __________________________________
             Name                          Social Security or other Taxpayer
                                           Identification Number, if any

________________________________
            Address

________________________________

                                      E-1