Exhibit 4.3









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                              KEYSPAN CORPORATION


                                      and


                             JPMorgan Chase Bank,

                          as Purchase Contract Agent



                          PURCHASE CONTRACT AGREEMENT


                            Dated as of May 6, 2002



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<PAGE>
                              TABLE OF CONTENTS

                                   ARTICLE 1
           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

SECTION 1.01.  Definitions...................................................1
SECTION 1.02   Compliance Certificates and Opinions.........................15
SECTION 1.03.  Form of Documents Delivered to Purchase Contract Agent.......16
SECTION 1.04.  Acts of Holders; Record Dates................................16
SECTION 1.05.  Notices......................................................18
SECTION 1.06.  Notice to Holders; Waiver....................................19
SECTION 1.07.  Effect of Headings and Table of Contents.....................19
SECTION 1.08.  Successors and Assigns.......................................19
SECTION 1.09.  Separability Clause..........................................19
SECTION 1.10.  Benefits of Agreement........................................19
SECTION 1.11.  Governing Law................................................20
SECTION 1.12.  Legal Holidays...............................................20
SECTION 1.13.  Counterparts.................................................20
SECTION 1.14.  Inspection of Agreement......................................20
SECTION 1.15.  Appointment of Financial Institution as Agent for the
                 Company....................................................20
SECTION 1.16.  No Waiver....................................................21

                                   ARTICLE 2
                               CERTIFICATE FORMS

SECTION 2.01.  Forms of Certificates Generally..............................21
SECTION 2.02.  Form of Purchase Contract Agent's Certificate of
                 Authentication.............................................22

                                   ARTICLE 3
                                THE SECURITIES

SECTION 3.01.  Amount; Form and Denominations...............................22
SECTION 3.02.  Rights and Obligations Evidenced by the Certificates.........22
SECTION 3.03.  Execution, Authentication, Delivery and Dating...............23
SECTION 3.04.  Temporary Certificates.......................................24
SECTION 3.05.  Registration; Registration of Transfer and Exchange..........25
SECTION 3.06.  Book-Entry Interests.........................................26
SECTION 3.07.  Notices to Holders...........................................27
SECTION 3.08.  Appointment of Successor Depositary..........................27
SECTION 3.09.  Definitive Certificates......................................27
SECTION 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates...........28
SECTION 3.11.  Persons Deemed Owners........................................29
SECTION 3.12.  Cancellation.................................................30
SECTION 3.13.  Creation of Treasury MEDS by Substitution of Treasury
                 Securities.................................................30
SECTION 3.14.  Reestablishment of Corporate MEDS............................32
SECTION 3.15.  Transfer of Collateral upon Occurrence of Termination
                 Event......................................................33
SECTION 3.16.  No Consent to Assumption.....................................34


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                                   ARTICLE 4
    THE NOTES AND APPLICABLE OWNERSHIP INTERESTS OF THE TREASURY PORTFOLIO

SECTION 4.01.  Interest Payments; Rights to Interest Payments Preserved.....34
SECTION 4.02.  Notice and Voting............................................35
SECTION 4.03.  Tax Event Redemption.........................................36

                                   ARTICLE 5
                            THE PURCHASE CONTRACTS

SECTION 5.01.  Purchase of Shares of Common Stock...........................37
SECTION 5.02.  Remarketing; Payment of Purchase Price.......................39
SECTION 5.03.  Issuance of Shares of Common Stock...........................47
SECTION 5.04.  Adjustment of Settlement Rate................................48
SECTION 5.05.  Notice of Adjustments and Certain Other Events...............56
SECTION 5.06.  Termination Event; Notice....................................57
SECTION 5.07.  Early Settlement.............................................58
SECTION 5.08.  Intentionally Omitted........................................60
SECTION 5.09.  No Fractional Shares.........................................60
SECTION 5.10.  Charges and Taxes............................................60
SECTION 5.11.  Purchase Contract Payments...................................61

                                   ARTICLE 6
                                   REMEDIES

SECTION 6.01.  Unconditional Right of Holders to Receive Purchase
                 Contract Payments and to Purchase Shares of Common
                 Stock......................................................66
SECTION 6.02.  Restoration of Rights and Remedies...........................66
SECTION 6.03.  Rights and Remedies Cumulative...............................67
SECTION 6.04.  Delay or Omission Not Waiver.................................67
SECTION 6.05.  Undertaking for Costs........................................67
SECTION 6.06.  Waiver of Stay or Extension Laws.............................67

                                   ARTICLE 7
                          THE PURCHASE CONTRACT AGENT

SECTION 7.01.  Certain Duties and Responsibilities..........................68
SECTION 7.02.  Notice of Default............................................69
SECTION 7.03.  Certain Rights of Purchase Contract Agent....................69
SECTION 7.04.  Not Responsible for Recitals or Issuance of Securities.......71
SECTION 7.05.  May Hold Securities..........................................71
SECTION 7.06.  Money Held in Custody........................................71
SECTION 7.07.  Compensation and Reimbursement...............................72
SECTION 7.08.  Corporate Purchase Contract Agent Required;   Eligibility....72
SECTION 7.09.  Resignation and Removal; Appointment of Successor............73
SECTION 7.10.  Acceptance of Appointment by Successor.......................74


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<PAGE>


SECTION 7.11.  Merger, Conversion, Consolidation or Succession to Business..75
SECTION 7.12.  Preservation of Information; Communications to Holders.......75
SECTION 7.13.  No Obligations of Purchase Contract Agent....................75
SECTION 7.14.  Tax Compliance...............................................76

                                   ARTICLE 8
                            SUPPLEMENTAL AGREEMENTS

SECTION 8.01.  Supplemental Agreements Without Consent of Holders...........76
SECTION 8.02.  Supplemental Agreements with Consent of Holders..............77
SECTION 8.03.  Execution of Supplemental Agreements.........................78
SECTION 8.04.  Effect of Supplemental Agreements............................78
SECTION 8.05.  Reference to Supplemental Agreements.........................79

                                   ARTICLE 9
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 9.01.  Covenant Not to Consolidate, Merge, Convey, Transfer or
                 Lease Property Except under Certain Conditions.............79
SECTION 9.02.  Rights and Duties of Successor Corporation...................80
SECTION 9.03.  Officers' Certificate and Opinion of Counsel Given to
                 Purchase Contract Agent....................................80

                                  ARTICLE 10
                                   COVENANTS

SECTION 10.01.  Performance under Purchase Contracts........................80
SECTION 10.02.  Maintenance of Office or Agency.............................81
SECTION 10.03.  Company to Reserve Common Stock.............................81
SECTION 10.04.  Covenants as to Common Stock................................81
SECTION 10.05.  Statements of Officers of the Company as to Default.........82
SECTION 10.06.  ERISA.......................................................82
SECTION 10.07.  Tax Treatment...............................................82


EXHIBITS

Exhibit A - Form of Corporate MEDS Certificate
Exhibit B - Form of Treasury MEDS Certificate
Exhibit C - Instruction to Purchase Contract Agent
Exhibit D - Notice from Purchase Contract Agent to Holders
Exhibit E - Notice to Settle by Cash
Exhibit F - Notice from Purchase Contract Agent to Collateral Agent


                                      iii

<PAGE>



         PURCHASE CONTRACT AGREEMENT, dated as of May 6, 2002, between KEYSPAN
CORPORATION, a New York corporation (the "Company"), and JPMORGAN CHASE BANK,
a New York banking corporation, acting as purchase contract agent for the
Holders of Securities (as defined herein) from time to time (the "Purchase
Contract Agent").

                                   RECITALS

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

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



                                   ARTICLE 1
           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

         SECTION 1.01.  Definitions.

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

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

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

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

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

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






<PAGE>



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

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

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

         "Applicable Ownership Interest" shall mean, with respect to the
Treasury Portfolio contained in a Corporate MEDS, (i) a 5% undivided
beneficial ownership interest in a $1,000 face amount of a principal or
interest strip in a U.S. treasury security included in such Treasury Portfolio
that matures on or prior to May 15, 2005 and (ii) (A) in the case of a
Successful Initial Remarketing or Successful Interim Remarketing, a 5%
undivided beneficial ownership interest in a $1,000 face amount of a principal
or interest strip in a U.S. treasury security included in such Treasury
Portfolio that matures on or prior to May 15, 2005, or (B) in the case of a
Tax Event Redemption, for each scheduled interest payment on the Notes that
occurs after the Tax Event Redemption Date and on or before the Purchase
Contract Settlement Date, a 0.06125% undivided beneficial ownership interest
in a $1,000 face amount of a principal or interest strip in a U.S. treasury
security included in such Treasury Portfolio that matures on or prior to the
Business Day immediately preceding the relevant interest payment date.

         "Applicable Principal Amount" means the aggregate principal amount of
the Notes that are components of Corporate MEDS on (i) the Initial Remarketing
Date (with respect to the purchase of the Treasury Portfolio in connection
with the Initial Remarketing) or (ii) the Interim Remarketing Date (with
respect to the purchase of the Treasury Portfolio in connection with any
Interim Remarketing).

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

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

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


                                       2

<PAGE>


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

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

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

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

         "Cash Merger" has the meaning set forth in Section 5.04(b)(2).

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

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

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

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

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

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

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

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

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


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<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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


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

         "DTC" means The Depository Trust Company.

         "Early Settlement" has the meaning set forth in Section 5.07.

         "Early Settlement Amount" has the meaning set forth in Section 5.07.

         "Early Settlement Date" has the meaning set forth in Section 5.07.

         "Early Settlement Rate" has the meaning set forth in Section 5.07.

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

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

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

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

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

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

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

         "Final Remarketing" has the meaning set forth in Section 5.02(d).

         "Final Remarketing Date" means the third Business Day immediately
preceding the Purchase Contract Settlement Date.

         "Final Remarketing Fee" has the meaning set forth in Section 5.02(d).

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

         "Holder" means, with respect to a Security, the Person in whose name
the Security evidenced by a Certificate is registered in the Security
Register; provided, however, that in determining whether the Holders of the
requisite number of Securities have voted on any matter,


                                      5

<PAGE>


then for the purpose of such determination only (and not for any other purpose
hereunder), if the Security remains in the form of one or more Global
Certificates and if the Depositary that is the registered holder of such
Global Certificate has sent an omnibus proxy assigning voting rights to the
Depositary Participants to whose accounts the Securities are credited on the
record date, the term "Holder" shall mean such Depositary Participant acting
at the direction of the Beneficial Owners.

         "Indenture" means the Indenture, dated as of November 1, 2000,
between the Company and the Indenture Trustee, as amended and supplemented as
of the date hereof (including any provisions of the TIA that are deemed
incorporated therein), pursuant to which the Notes will be issued.

         "Indenture Trustee" means JPMorgan Chase Bank (successor by merger to
The Chase Manhattan Bank), as trustee under the Indenture, or any successor
thereto.

         "Initial Remarketing" has the meaning set forth in Section 5.02(a).

         "Initial Remarketing Date" means the third Business Day immediately
preceding February 16, 2005.

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

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

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by (i) either its Chief Executive Officer,
its President or one of its Vice Presidents, and (ii) either its Corporate
Secretary or one of its Assistant Corporate Secretaries or its Treasurer or
one of its Assistant Treasurers, and delivered to the Purchase Contract Agent.

         "non-electing share" has the meaning set forth in Section 5.04(b).

         "Notes" means the series of notes designated the Notes due 2008 to be
issued by the Company under the Indenture as of the date hereof.

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

         "Officers' Certificate" means a certificate signed by (i) either the
Company's Chief Executive Officer, its President or one of its Vice
Presidents, and (ii) either the Company's Corporate Secretary or one of its
Assistant Corporate Secretaries or its Treasurer or one of its Assistant
Treasurers, and delivered to the Purchase Contract Agent. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Agreement (other than the Officers' Certificate provided
for in Section 10.05) shall include:


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<PAGE>


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

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

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

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

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

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

          (i) If a Termination Event has occurred, (i) Treasury MEDS and (ii)
     Corporate MEDS for which the underlying Notes or Applicable Ownership
     Interests in the Treasury Portfolio have been theretofore deposited with
     the Purchase Contract Agent in trust for the Holders of such Corporate
     MEDS;

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

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

provided, however, that in determining whether the Holders of the requisite
number of the Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the
Company or any Affiliate of the Company shall be disregarded and deemed not to
be Outstanding Securities, except that, in determining whether the


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

         "Payment Date" means each February 16, May 16, August 16 and November
16, commencing August 16, 2002.

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

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

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

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

         "Pledge Agreement" means the Pledge Agreement, dated as of May 6,
2002, among the Company, the Collateral Agent, the Securities Intermediary and
the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the
Holders from time to time of the Securities.

         "Pledged Notes" has the meaning set forth in Section 1.01(e) of the
Pledge Agreement.

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

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


                                       8

<PAGE>


of the Company and the Holder as the mutilated, destroyed, lost or stolen
Corporate MEDS Certificate.

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

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

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

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

         "Prospectus" means the prospectus relating to the delivery of shares
of any securities in connection with an Early Settlement pursuant to Section
5.07 or a Cash Merger Early Settlement of Purchase Contracts pursuant to
Section 5.04(b)(2), in the form in which first filed, or transmitted for
filing, with the Commission after the effective date of the Registration
Statement pursuant to Rule 424(b) under the Securities Act, including the
documents incorporated by reference therein as of the date of such Prospectus.

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

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

         "Purchase Contract Payments" means the payments payable by the
Company on the Payment Dates in respect of each Purchase Contract, at a rate
per year of 3.85% of the Stated Amount per Purchase Contract.


                                       9

<PAGE>


         "Purchase Contract Settlement Date" means May 16, 2005.

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

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

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

         "Quotation Agent" means (i) J.P. Morgan Securities Inc. and its
respective successors or (ii) any other Primary Treasury Dealer selected by
the Company.

         "Record Date" for any distribution and Purchase Contract Payment
payable on any Payment Date means, as to any Global Certificate, the Business
Day immediately prior to the relevant Payment Date, and as to any other
Certificate, the date selected by the Company, which shall be more than one
Business Day but less than sixty Business Days prior to such Payment Date.

         "Redemption Amount" means, for each Note:

          (a) in the case of a Tax Event Redemption occurring prior to the
     earlier of (1) the date of a Successful Remarketing, or (2) the Purchase
     Contract Settlement Date, the product of the principal amount of that
     Note and a fraction whose numerator is the applicable Treasury Portfolio
     Purchase Price and whose denominator is the aggregate principal amount of
     the Notes included in Corporate MEDS, and

          (b) in the case of a Tax Event Redemption occurring on or after the
     earlier of (1) the date of a Successful Remarketing or (2) the Purchase
     Contract Settlement Date, the product of the principal amount of the Note
     and a fraction whose numerator is the applicable Treasury Portfolio
     Purchase Price and whose denominator is the aggregate principal amount of
     the Notes outstanding on the Tax Event Redemption Date.

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

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

         "Registration Statement" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the delivery by
the Company of any securities in connection with an Early Settlement on the
Early Settlement Date or a Cash Merger Early Settlement of Purchase Contracts
on the Cash Merger Early Settlement Date under Section 5.04(b)(2), including
all exhibits thereto and the documents incorporated by reference in the
prospectus contained in such registration statement, and any post-effective
amendments thereto.

         "Remarketing" means the remarketing of the Notes by the Remarketing
Agent pursuant


                                      10

<PAGE>


to the Remarketing Agreement.

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

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

         "Remarketing Fee" has the meaning set forth in Section 5.02(a).

         "Remarketing Per Note Price" means the Treasury Portfolio Purchase
Price divided by the number of Notes held as components of Corporate MEDS and
remarketed in the Initial Remarketing or any Interim Remarketing, as the case
may be.

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

         "Reset Rate" means the interest rate on the Notes determined by the
Remarketing Agent (i) in the case of a Successful Remarketing on the Initial
Remarketing Date or any Interim Remarketing Date, as the rate necessary to
remarket the Notes at a price per Note such that the aggregate price for the
Notes remarketed is equal to approximately 100.25% of the sum of the Treasury
Portfolio Purchase Price and the Separate Notes Purchase Price, (ii) in the
case of a Successful Remarketing on the Final Remarketing Date, as the rate
necessary to remarket the Notes at a price per Note such that the aggregate
price for the Notes remarketed is equal to approximately 100.25%, but not less
than 100%, of the aggregate principal amount of the Notes remarketed, (iii) if
there are no Corporate MEDS outstanding and none of the Holders elect to have
Separate Notes held by them remarketed, the Reset Rate shall be the rate
determined by the Remarketing Agent, subject to the terms of the Remarketing
Agreement, as the rate that would have been established had a remarketing been
held on the Initial Remarketing Date or (iv) in the case of a Failed Final
Remarketing, pursuant to the Second Supplemental Indenture; provided that in
no event shall the Reset Rate (i) be less than 4.90% or (ii) exceed the
maximum rate permitted by applicable law.

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

         "Second Supplemental Indenture" means the Second Supplemental
Indenture to the Indenture, entered into between the Company and the Indenture
Trustee on the date hereof.

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

         "Securities Intermediary" means The Bank of New York, as Securities
Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such


                                      11

<PAGE>


pursuant to the applicable provisions of the Pledge Agreement, and thereafter
"Securities Intermediary" shall mean such successor or any subsequent
successor who is appointed pursuant to the Pledge Agreement.

         "Security" means a Corporate MEDS or a Treasury MEDS, as the case may
be.

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

         "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 Purchase Contract Payments.

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

         "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 or any Interim Remarketing, as the
case may be.

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

         "Stated Amount" means $50.

         "Successful Initial Remarketing" has the meaning set forth in Section
5.02(a).

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

         "Successful Final Remarketing" has the meaning set forth in Section
5.02(d).

         "Successful Remarketing" means either (i) a Successful Initial
Remarketing, (ii) a Successful Interim Remarketing or (iii) a Successful Final
Remarketing.

         "Tax Event" means the receipt by the Company of an opinion of
nationally recognized independent tax counsel experienced in such matters to
the effect that there is more than an insubstantial risk that interest payable
by the Company on the Notes would not be deductible, in whole or in part, by
the Company for United States federal income tax purposes as a result of (1)
any amendment to, change in, or 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, (2) any amendment to
or change in an interpretation or application of any such laws or regulations
by any legislative body, court, governmental agency or regulatory authority or
(3) any interpretation or pronouncement that provides for a position with
respect to any such laws or regulations that differs from the generally
accepted position on the date hereof, which amendment, change or proposed
change is effective or which interpretation or pronouncement is


                                      12

<PAGE>


announced on or after the date hereof.

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

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

         "Tax Event Redemption Principal Amount" means either (i) if the Tax
Event Redemption Date occurs prior to the earlier of (A) the date of a
Successful Remarketing and (B) the Purchase Contract Settlement Date, the
aggregate principal amount of the Notes that are components of Corporate MEDS
on the Tax Event Redemption Date or (ii) if the Tax Event Redemption Date
occurs on or after the earlier of (A) the date of a Successful Remarketing and
(B) the Purchase Contract Settlement Date, the aggregate principal amount of
the Notes outstanding on such 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, 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 or any other similar
     applicable Federal or State law, and, unless such judgment, decree or
     order shall have been entered within 60 days prior to the Purchase
     Contract Settlement Date, such decree or order shall have continued
     undischarged and unstayed for a period of 60 days;

          (ii) 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 termination or liquidation of its
     affairs, shall have been entered, and, unless such judgment, decree or
     order shall have been entered within 60 days prior to the Purchase
     Contract Settlement Date, such judgment, decree or order shall have
     continued undischarged and unstayed for a period of 60 days; or

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


                                      13

<PAGE>


     creditors, or shall admit in writing its inability to pay its debts
     generally as they become due.

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

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

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

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

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

         "Treasury Portfolio" means (1) in connection with the Initial
Remarketing or any Interim Remarketing, a portfolio of zero-coupon U.S.
treasury securities consisting of (a) principal or interest strips of U.S.
treasury securities that mature on or prior to May 15, 2005, in an aggregate
amount equal to the Applicable Principal Amount and (b) principal or interest
strips of U.S. treasury securities that mature on or prior to May 15, 2005 in
an aggregate amount equal to the aggregate interest payment that would be due
on the Applicable Principal Amount on the Purchase Contract Settlement Date if
the applicable Coupon Rate on the Notes were not reset to the Reset Rate as
described in Section 5.02 and (2) in connection with a Tax Event Redemption,
(a) if the Tax Event Redemption Date occurs prior to the earlier of (A) the
date of a Successful Remarketing and (B) the Purchase Contract Settlement
Date, a portfolio of zero-coupon U.S. treasury securities consisting of (i)
principal or interest strips of U.S. treasury securities that mature on or
prior to May 15, 2005 in an aggregate amount equal to the applicable Tax Event
Redemption Principal Amount and (ii) 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 the Business Day
immediately preceding such interest payment 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 if the interest
rate of the Notes was not reset on the Initial Remarketing Date, any Interim
Remarketing Date or the Final Remarketing Date, and (b) if the Tax Event
Redemption Date occurs on or after the earlier of (A) the date of a Successful
Remarketing and (B) the Purchase Contract Settlement Date, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) principal or interest
strips of U.S. treasury securities which mature on or prior to May 15, 2008 in
an aggregate amount equal to the applicable Tax Event Redemption Principal
Amount and (ii) with respect to each scheduled interest payment date on the
Notes that occurs after the Tax Event Redemption Date, principal or


                                      14

<PAGE>


interest strips of such U.S. treasury securities that mature on or prior to
the Business Day immediately preceding such interest payment 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
interest payment date if the interest rate of the Notes was not reset on the
Initial Remarketing Date, any Interim Remarketing Date or the Final
Remarketing Date.

         "Treasury Portfolio Purchase Price" means the lowest aggregate price
quoted by the Primary Treasury Dealer to the Quotation Agent (a) in the case
of a Tax Event Redemption, 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, (b) in the case of
the Initial Remarketing, on the Initial Remarketing Date for the purchase of
the applicable Treasury Portfolio for settlement on the third Business Day
immediately following such Initial Remarketing Date and (c) in the case of any
Interim Remarketing, on the Interim Remarketing Date for the purchase of the
applicable Treasury Portfolio for settlement on the third Business Day
immediately following such Interim Remarketing Date.

         "Treasury Securities" means zero-coupon U.S. Treasury Securities
(CUSIP No. 912803ADS) that mature on May 15, 2005.

         "Underwriting Agreement" means the Underwriting Agreement, dated
April 30, 2002, between the Company and the Underwriters identified in
Schedule II thereto.

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

         SECTION 1.02.  Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than the Officers'
Certificate provided for in Section 10.05) shall include:

          (i) a statement that each individual signing such certificate or
     opinion has read


                                                        15

<PAGE>


     such covenant or condition and the definitions herein relating thereto;

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

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

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

         SECTION 1.03.  Form of Documents Delivered to Purchase Contract Agent.

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

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

         SECTION 1.04.  Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Purchase Contract Agent and, where it is hereby expressly
required, to the Company. Such


                                      16

<PAGE>


instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and (subject to Section 7.01) conclusive in favor of the
Purchase Contract Agent and the Company, if made in the manner provided in
this Section.

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

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

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

         (e) The Company may set any date as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Agreement to be given, made or
taken by Holders of Securities. If any record date is set pursuant to this
paragraph, the Holders of the Outstanding Corporate MEDS and the Outstanding
Treasury MEDS, 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
MEDS or the Treasury MEDS, as the case may be, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken prior to or on the applicable Expiration Date
by Holders of the requisite number of Outstanding Securities on such record
date. Nothing contained in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and be of no effect), and nothing contained in this paragraph shall
be construed to render ineffective any action taken by Holders of the
requisite number of Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the
Purchase Contract Agent in writing and to each Holder of Securities in the
manner set forth in Section 1.06.

         With respect to any record date set pursuant to this Section, the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration
Date is given to the Purchase Contract Agent in writing, and to each Holder of
Securities in the manner set forth in Section 1.06, prior to or on the
existing Expiration Date. If


                                      17

<PAGE>


an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the Company shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

         SECTION 1.05.  Notices.

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

         If to the Purchase Contract Agent:

                  JPMorgan Chase Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Telecopier No.: (212) 946-8162/8175
                  Attention: Institutional Trust Services

         If to the Company:
                  KeySpan Corporation
                  One MetroTech Center
                  Brooklyn, New York 11201
                  Telecopier No.: 718-403-2042
                  Attention: Treasurer

         If to the Collateral Agent:
                  The Bank of New York
                  101 Barclay Street, Floor 21W
                  New York, New York 10286
                  Telecopier No.: 212-896-7298
                  Attention Corporate Trust Administration

         If to the Indenture Trustee:
                  JPMorgan Chase Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Telecopier No.: (212) 946-8162/8175
                  Attention: Institutional Trust Services


                                      18

<PAGE>


         The Purchase Contract Agent shall send to the Indenture Trustee at
the telecopier number set forth above a copy of any notices in the form of
Exhibits C, D, E or F it sends or receives.

         SECTION 1.06.  Notice to Holders; Waiver.

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

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

         SECTION 1.07.  Effect of Headings and Table of Contents.

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

         SECTION 1.08.  Successors and Assigns.

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

         SECTION 1.09.  Separability Clause.

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

         SECTION 1.10.  Benefits of Agreement.

         Nothing contained in this Agreement or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent


                                      19

<PAGE>


provided hereby, the Holders, any benefits or any legal or equitable right,
remedy or claim under this Agreement. The Holders from time to time shall be
beneficiaries of this Agreement and shall be bound by all of the terms and
conditions hereof and of the Securities evidenced by their Certificates by
their acceptance of delivery of such Certificates.

         SECTION 1.11.  Governing Law.

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

         SECTION 1.12.  Legal Holidays.

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

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

         SECTION 1.13.  Counterparts.

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

         SECTION 1.14.  Inspection of Agreement.

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

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

         The Company may appoint a financial institution (which may be the
Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the


                                      20

<PAGE>


obligations of the Purchase Contract Agent and the Holders, under this
Agreement and the Purchase Contracts, by giving notice of such appointment in
the manner provided in Section 1.05 hereof. Any such appointment shall not
relieve the Company in any way from its obligations hereunder.

         SECTION 1.16. No Waiver. No failure on the part of the Company, the
Purchase Contract 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 Collateral Agent, the Securities Intermediary or any of their
respective agents of any right, power or remedy hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or
remedy. The remedies herein are cumulative and are not exclusive of any
remedies provided by law.



                                   ARTICLE 2
                               CERTIFICATE FORMS

         SECTION 2.01.  Forms of Certificates Generally.

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

         The definitive Certificates shall be produced in any manner as
determined by the officers of the Company executing the Securities evidenced
by such Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution thereof.

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

         "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
         THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND
         IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE
         DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
         "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE
         DEPOSITARY.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES


                                      21

<PAGE>


         REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
         NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE
         CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A
         TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A
         NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
         DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
         EXCEPT IN LIMITED CIRCUMSTANCES.

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

         SECTION 2.02. Form of Purchase Contract Agent's Certificate of
Authentication.

         The form of the Purchase Contract Agent's certificate of
authentication of the Securities shall be in substantially the form set forth
on the form of the applicable Certificates.



                                   ARTICLE 3
                                THE SECURITIES

         SECTION 3.01.  Amount; Form and Denominations.

         The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 8,000,000 (9,200,000 if the over- allotment option granted in the
Underwriting Agreement is exercised in full), except for Certificates
authenticated, executed and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Certificates pursuant to Sections 3.04,
3.05, 3.10, 3.13, 3.14 or 8.05.

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

         SECTION 3.02.  Rights and Obligations Evidenced by the Certificates.


                                      22

<PAGE>


         Each Corporate MEDS Certificate shall evidence the number of
Corporate MEDS specified therein, with each such Corporate MEDS representing
(1) 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
(as specified in clause (i) of the definition of such term) of the Treasury
Portfolio, as the case may be, by such Holder pursuant to the Pledge
Agreement, and (2) the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Purchase Contract Agent, as
attorney-in-fact for, and on behalf of, the Holder of each Corporate MEDS
shall pledge, pursuant to the Pledge Agreement, the Note or the Applicable
Ownership Interest (as specified in clause (i) of the definition of such term)
of the Treasury Portfolio, as the case may be, forming a part of such
Corporate MEDS, 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 (as specified in clause (i) of the
definition of such term) of the Treasury Portfolio, as the case may be, for
the benefit of the Company, to secure the obligation of the Holder under each
Purchase Contract to purchase shares of Common Stock.

         Upon the formation of a Treasury MEDS pursuant to Section 3.13, each
Treasury MEDS Certificate shall evidence the number of Treasury MEDS specified
therein, with each such Treasury MEDS representing (1) the ownership by the
Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security
with a principal amount equal to $1,000, subject to the Pledge of such
Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the
rights and obligations of the Holder thereof and the Company under one
Purchase Contract. The Purchase Contract Agent, as attorney-in-fact for, and
on behalf of, the Holder of each Treasury MEDS shall pledge, pursuant to the
Pledge Agreement, the Treasury Securities forming a part of such Treasury
MEDS, 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
Securities, for the benefit of the Company, to secure the obligation of the
Holder under each Purchase Contract to purchase shares of Common Stock.

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

         SECTION 3.03.  Execution, Authentication, Delivery and Dating.

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


                                      23

<PAGE>


authenticate, execute on behalf of the Holders and deliver such Certificates.

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

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

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

         Each Certificate shall be dated the date of its authentication.

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

         SECTION 3.04.  Temporary Certificates.

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

         If temporary Certificates are issued, the Company will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office, at the expense of the Company and
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Certificates,


                                      24

<PAGE>


the Company shall execute and deliver to the Purchase Contract Agent, and the
Purchase Contract Agent shall authenticate, execute on behalf of the Holder,
and deliver in exchange therefor, one or more definitive Certificates of like
tenor and denominations and evidencing a like number of Securities as the
temporary Certificate or Certificates so surrendered. Until so exchanged, the
temporary Certificates shall in all respects evidence the same benefits and
the same obligations with respect to the Securities, evidenced thereby as
definitive Certificates.

         SECTION 3.05.  Registration; Registration of Transfer and Exchange.

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

         Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the designated transferee or transferees, and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of
any authorized denominations, like tenor, and evidencing a like number of
Corporate MEDS or Treasury MEDS, 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 MEDS or Treasury MEDS, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver the Certificates
which the Holder making the exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of a


                                      25

<PAGE>


Certificate, but the Company and the Purchase Contract Agent may require
payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Sections 3.04, 3.06 and 8.05 not involving any transfer.

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

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

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

         SECTION 3.06.  Book-Entry Interests.

         The Certificates, on original issuance, will be issued in the form of
one or more fully registered Global Certificates, to be delivered to the
Depositary or its custodian by, or on behalf of, the Company. The Company
hereby designates DTC as the initial Depositary. Such Global Certificates
shall initially be registered on the books and records of the Company in the
name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner
will receive a definitive Certificate representing such Beneficial Owner's
interest in such Global Certificate, except as provided in Section 3.09. The
Purchase Contract Agent shall enter into an agreement with the Depositary if
so requested by the Company. Unless and until definitive, fully registered
Certificates have been issued to Beneficial Owners pursuant to Section 3.09:

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

          (ii) the Company shall be entitled to deal with the Depositary for
     all purposes of


                                      26

<PAGE>


     this Agreement (including, without limitation, making Purchase Contract
     Payments and receiving approvals, votes or consents hereunder) as the
     Holder of the Securities and the sole holder of the Global Certificates
     and shall have no obligation to the Beneficial Owners;

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

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

         SECTION 3.07.  Notices to Holders.

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

         SECTION 3.08.  Appointment of Successor Depositary.

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

         SECTION 3.09.  Definitive Certificates.

         If:

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

          (ii) the Company elects to terminate the book-entry system for the
     Securities,

then (x) definitive Certificates shall be prepared by the Company with respect
to such Securities and delivered to the Purchase Contract Agent and (y) upon
surrender of the Global Certificates representing the Securities by the
Depositary, accompanied by registration instructions, the Company shall cause
definitive Certificates to be delivered to Beneficial Owners in accordance
with the instructions of the Depositary. The Company and the Purchase Contract
Agent shall not be liable for any delay in delivery of such instructions and
may conclusively rely on and shall be authorized and protected in relying on,
such instructions. Each definitive Certificate so delivered


                                      27

<PAGE>


shall evidence Securities of the same kind and tenor as the Global Certificate
so surrendered in respect thereof.

         SECTION 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates.

         If any mutilated Certificate is surrendered to the Purchase Contract
Agent, the Company shall execute and deliver to the Purchase Contract Agent,
and the Purchase Contract Agent shall authenticate, execute on behalf of the
Holder, and deliver in exchange therefor, a new Certificate, evidencing the
same number of Corporate MEDS or Treasury MEDS, as the case may be, and
bearing a Certificate number not contemporaneously outstanding.

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

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

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

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


                                      28

<PAGE>


         and Article Five hereof.

         Upon the issuance of any new Certificate under this Section, the
Company and the Purchase Contract Agent may require the payment by the Holder
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other fees and expenses (including,
without limitation, the fees and expenses of the Purchase Contract Agent)
connected therewith.

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

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

         SECTION 3.11.  Persons Deemed Owners.

         Prior to due presentment of a Certificate for registration of
transfer, the Company and the Purchase Contract Agent, and any agent of the
Company or the Purchase Contract Agent, may treat the Person in whose name
such Certificate is registered as the owner of the Security evidenced thereby,
for the purpose of (subject to any applicable record date) receiving
distributions on the Notes or on the Applicable Ownership Interests (as
specified in clause (ii) of the definition of such term) of the Treasury
Portfolio, as applicable, receiving Purchase Contract Payments, performance of
the Purchase Contracts and for all other purposes whatsoever, whether or not
any distributions on the Notes or Applicable Ownership Interests (as specified
in clause (ii) of the definition of such term) of the Treasury Portfolio, as
applicable, or Purchase Contract Payments payable on the Purchase Contracts,
each constituting a part of the Security evidenced thereby shall be overdue
and notwithstanding any notice to the contrary, and neither the Company nor
the Purchase Contract Agent, nor any agent of the Company or the Purchase
Contract Agent, shall be affected by notice to the contrary.

         Notwithstanding the foregoing, with respect to any Global
Certificate, nothing contained herein shall prevent the Company, the Purchase
Contract Agent or any agent of the Company or the Purchase Contract Agent,
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary (or its nominee), as a Holder, with respect to
such Global Certificate or impair, as between such Depositary and the related
Beneficial Owner, the operation of customary practices governing the exercise
of rights of the Depositary (or its nominee) as Holder of such Global
Certificate. None of the Company, the Purchase Contract Agent nor any agent of
the Company or the Purchase Contract Agent will have any responsibility


                                      29

<PAGE>


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 or upon the transfer of
Notes, or for delivery of 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 a Cash
Merger Early Settlement, or upon the registration of transfer or exchange of a
Security, or a Collateral Substitution or the reestablishment of Corporate
MEDS shall, if surrendered to any Person other than the Purchase Contract
Agent, be delivered to the Purchase Contract Agent along with appropriate
written instructions regarding the cancellation thereof and, if not already
cancelled, shall be promptly cancelled by it. The Company may at any time
deliver to the Purchase Contract Agent for cancellation any Certificates
previously authenticated, executed and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Certificates so delivered
shall, upon an Issuer Order, be promptly cancelled by the Purchase Contract
Agent. No Certificates shall be authenticated, executed on behalf of the
Holder and delivered in lieu of or in exchange for any Certificates cancelled
as provided in this Section, except as expressly permitted by this Agreement.
All cancelled Certificates held by the Purchase Contract Agent shall be
disposed of in accordance with its customary practices.

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

         SECTION 3.13. Creation of Treasury MEDS by Substitution of Treasury
Securities.

         Unless the Treasury Portfolio has replaced the Notes as a component
of the Corporate MEDS as a result of a Tax Event Redemption (in which case no
Collateral Substitution shall be permitted) and subject to the conditions set
forth in this Agreement, a Holder may separate the Notes from the related
Purchase Contracts in respect of such Holder's Corporate MEDS by substituting
for such Notes Treasury Securities in an aggregate principal amount at
maturity equal to the aggregate principal amount of such Notes (a "Collateral
Substitution"), at any time from and after the date of this Agreement and
prior to 11:00 a.m. (New York City time) on the Business Day immediately
preceding the Initial Remarketing Date. To effect such substitution, the
Holder must:

          (1) deposit with the Securities Intermediary Treasury Securities
     having an aggregate principal amount at maturity equal to the aggregate
     principal amount of the Notes comprising part of such Corporate MEDS; and


                                      30

<PAGE>


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

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

          (i) cancel the related Corporate MEDS;

          (ii) transfer the Notes to the Holder; and

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

         Holders who elect to separate the Notes from the related Purchase
Contracts and to substitute Treasury Securities for such Notes 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 substitution, and neither the Company nor the Purchase
Contract Agent shall be responsible for any such fees or expenses.

         Holders may make Collateral Substitutions only in integral multiples
of 20 Corporate MEDS.

         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 MEDS
or fails to deliver Corporate MEDS Certificates to the Purchase Contract Agent
after depositing Treasury Securities with the Collateral Agent, any
distributions on the Notes constituting a part of such Corporate MEDS shall be
held in the name of the Purchase Contract Agent or its nominee in trust for
the benefit of such Holder, until such Corporate MEDS are so transferred or
the Corporate MEDS Certificate is so delivered, as the case may be, or, such
Holder provides evidence satisfactory to the Company and the Purchase Contract
Agent that such Corporate MEDS Certificate has been destroyed, lost


                                      31

<PAGE>


or stolen, together with any indemnity that may be required by the Purchase
Contract Agent and the Company.

         Except as described in Section 5.02 or in this Section 3.13 or in
connection with a Cash Settlement, an Early Settlement or a Cash Merger Early
Settlement, for so long as the Purchase Contract underlying a Corporate MEDS
remains in effect, such Corporate MEDS shall not be separable into its
constituent parts, and the rights and obligations of the Holder in respect of
the Notes or Applicable Ownership Interests of the Treasury Portfolio, as the
case may be, and the Purchase Contract comprising such Corporate MEDS may be
acquired, and may be transferred and exchanged, only as a Corporate MEDS.

         SECTION 3.14.  Reestablishment of Corporate MEDS.

         Unless the Treasury Portfolio has replaced the Notes as a component
of the Corporate MEDS as a result of a Tax Event Redemption (in which case no
Collateral Substitution shall be permitted) and subject to the conditions set
forth in this Agreement, a Holder of Treasury MEDS may reestablish Corporate
MEDS at any time prior to 11:00 a.m. (New York City time) on the Business Day
immediately preceding the Initial Remarketing Date, by:

          (1) depositing with the Securities Intermediary Notes having an
     aggregate principal amount equal to the aggregate principal amount at
     maturity of the Treasury Securities comprising part of the Treasury MEDS;
     and

          (2) transferring the related Treasury MEDS to the Purchase Contract
     Agent accompanied by a notice to the Purchase Contract Agent,
     substantially in the form of Exhibit C hereto, (i) stating that the
     Holder has transferred the relevant amount of Notes to the Securities
     Intermediary and (ii) requesting that the Purchase Contract Agent
     instruct the Collateral Agent to release the Treasury Securities
     underlying such Treasury MEDS, whereupon the Purchase Contract Agent
     shall promptly provide an instruction to such effect to the Collateral
     Agent, substantially in the form of Exhibit C to the Pledge Agreement.

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

          (i) cancel the related Treasury MEDS;

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


                                      32

<PAGE>


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

         Holders who elect to reestablish Corporate MEDS 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 neither the Company nor the Purchase
Contract Agent shall be responsible for any such fees or expenses.

         Holders of Treasury MEDS may only reestablish Corporate MEDS in
integral multiples of 20 Treasury MEDS.

         Except as provided in Section 5.02 or in this Section 3.14 or in
connection with a Cash Settlement, an Early Settlement or a Cash Merger Early
Settlement, for so long as the Purchase Contract underlying a Treasury MEDS
remains in effect, such Treasury MEDS shall not be separable into its
constituent parts and the rights and obligations of the Holder of such
Treasury MEDS in respect of the 1/20 of a Treasury Security and the Purchase
Contract comprising such Treasury MEDS may be acquired, and may be transferred
and exchanged, only as a Treasury MEDS.

         SECTION 3.15. Transfer of Collateral upon Occurrence of Termination
Event.

         Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of the Notes, the appropriate Applicable Ownership
Interests of the Treasury Portfolio or the Treasury Securities, as the case
may be, underlying the Corporate MEDS and the Treasury MEDS, as the case may
be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent
shall request transfer instructions with respect to such Notes, the
appropriate Applicable Ownership Interests of the Treasury Portfolio or
Treasury Securities, as the case may be, from each Holder by written request,
substantially in the form of Exhibit D hereto, mailed to such Holder at its
address as it appears in the Security Register.

         Upon book-entry transfer of the Corporate MEDS or the Treasury MEDS
or delivery of a Corporate MEDS Certificate or Treasury MEDS Certificate to
the Purchase Contract Agent with such transfer instructions, the Purchase
Contract Agent shall transfer the Notes, the appropriate Applicable Ownership
Interests of the Treasury Portfolio or Treasury Securities, as the case may
be, underlying such Corporate MEDS or Treasury MEDS, as the case may be, to
such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions. In the event a Holder of Corporate MEDS or
Treasury MEDS fails to effect such transfer or delivery, the Notes, the
appropriate Applicable Ownership Interests of the Treasury Portfolio or
Treasury Securities, as the case may be, underlying such Corporate MEDS or
Treasury MEDS, as the case may be, and any distributions thereon, shall be
held in the name of the Purchase Contract Agent


                                      33

<PAGE>


or its nominee in trust for the benefit of such Holder, until the earlier to
occur of:

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

          (ii) the expiration of the time period specified in the abandoned
     property laws of the relevant State in which the Purchase Contract Agent
     holds such property.

         SECTION 3.16.  No Consent to Assumption.

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


                                   ARTICLE 4
    THE NOTES AND APPLICABLE OWNERSHIP INTERESTS OF THE TREASURY PORTFOLIO

      SECTION 4.01.  Interest Payments; Rights to Interest Payments Preserved.

         Any distribution on any Note or on the appropriate Applicable
Ownership Interests (as specified in clause (ii) of the definition of such
term) of the Treasury Portfolio, as the case may be, which is paid on any
Payment Date shall, subject to receipt thereof by the Purchase Contract Agent
from the Collateral Agent as provided by the terms of the Pledge Agreement, be
paid to the Person in whose name the Corporate MEDS Certificate (or one or
more Predecessor Corporate MEDS Certificates) of which such Note or the
appropriate Applicable Ownership Interests of the Treasury Portfolio, as the
case may be, forms a part is registered at the close of business on the Record
Date for such Payment Date.

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


                                      34

<PAGE>


         In the case of any Corporate MEDS with respect to which (A) Cash
Settlement of the underlying Purchase Contract is properly effected pursuant
to Section 5.02 hereof, (B) Early Settlement of the underlying Purchase
Contract is properly effected pursuant to Section 5.07 hereof, (C) Cash Merger
Early Settlement of the underlying Purchase Contract is properly effected
pursuant to Section 5.04(b)(2) hereof, or (D) a Collateral Substitution is
effected, in each case on a date that is after any Record Date and prior to or
on the next succeeding Payment Date, interest on the Notes or distributions on
the appropriate Applicable Ownership Interests of the Treasury Portfolio, as
the case may be, underlying such Corporate MEDS otherwise payable on such
Payment Date shall be payable on such Payment Date notwithstanding such Cash
Settlement, Early Settlement, Cash Merger Early Settlement or Collateral
Substitution, and such distributions shall, subject to receipt thereof by the
Purchase Contract Agent, be payable to the Person in whose name the Corporate
MEDS Certificate (or one or more Predecessor Corporate MEDS 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 MEDS with respect to which Cash Settlement, Early Settlement or Cash
Merger Early Settlement of the underlying Purchase Contract is properly
effected, or with respect to which a Collateral Substitution has been
effected, distributions on the related Notes or the appropriate Applicable
Ownership Interests of the Treasury Portfolio, as the case may be, that would
otherwise be payable after the Purchase Contract Settlement Date, Early
Settlement Date, Cash Merger Early Settlement Date or the date of the
Collateral Substitution, as the case may be, shall not be payable hereunder to
the Holder of such Corporate MEDS; provided, however, that to the extent that
such Holder continues to hold Separate Notes that formerly comprised a part of
such Holder's Corporate MEDS, such Holder shall be entitled to receive
interest on such Separate Notes.

         SECTION 4.02.  Notice and Voting.

         Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Notes, but only to the extent instructed in writing
by the Holders as described below. Upon receipt of notice of any meeting at
which holders of Notes are entitled to vote or upon any solicitation of
consents, waivers or proxies of holders of Notes, the Purchase Contract Agent
shall, as soon as practicable thereafter, mail, first class, postage pre-paid,
to the Holders of Corporate MEDS a notice:

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

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

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


                                      35

<PAGE>


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

         SECTION 4.03.  Tax Event Redemption.

          (a) The Company shall deposit in the Collateral Account in exchange
for the Pledged Notes upon the occurrence of a Tax Event Redemption prior to
the earlier of (A) the date of a Successful Remarketing and (B) the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount, plus any
accrued and unpaid interest, payable on the Tax Event Redemption Date with
respect to the principal amount of Notes that are components of Corporate
MEDS. Thereafter, pursuant to the terms of the Pledge Agreement, the
Collateral Agent shall cause the Securities Intermediary to apply an amount
equal to the Redemption Amount of such funds to purchase on behalf of the
Holders of Corporate MEDS the Treasury Portfolio and promptly remit the
remaining portion of such funds to the Purchase Contract Agent for payment to
the Holders of such Corporate MEDS.

          (b) Upon the occurrence of a Tax Event Redemption, the Applicable
Ownership Interests (as specified in clause (i) of the definition of such
term) of the Treasury Portfolio will be substituted as Collateral 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 MEDS to purchase the Common Stock of the Company under the Purchase
Contract constituting a part of such Corporate MEDS. Following the occurrence
of a Tax Event Redemption prior to the earlier of the date of a Successful
Remarketing or the Purchase Contract Settlement Date, the Holders of Corporate
MEDS and the Collateral Agent shall have such security interest rights and
obligations with respect to the Applicable Ownership Interests (as specified
in clause (i) of the definition of such term) of the Treasury Portfolio as the
Holders of Corporate MEDS 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 Applicable Ownership Interests (as specified in clause (i)
of the definition of such term) of the Treasury Portfolio. The Company may
cause to be made in any Corporate MEDS Certificates thereafter to be issued
such change in phraseology and form (but not in substance) as may be
appropriate to reflect the substitution of the Applicable Ownership Interests
(as specified in clause (i) of the definition of such term) of the Treasury
Portfolio for Notes as Collateral.


                                      36

<PAGE>


                                   ARTICLE 5
                            THE PURCHASE CONTRACTS

         SECTION 5.01.  Purchase of Shares of Common Stock.

         (a) 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 (subject to Section 5.09)
equal to the Settlement Rate unless an Early Settlement has occurred in
accordance with Section 5.07 hereof or a Cash Merger Early Settlement has
occurred in accordance with Section 5.04(b)(2) hereof or, prior to or on the
Purchase Contract Settlement Date, there shall have occurred a Termination
Event with respect to the Security of which such Purchase Contract is a part.
The "Settlement Rate" is equal to:

          (i) if the Applicable Market Value (as defined below) is greater
     than or equal to $42.36 (the "Threshold Appreciation Price"), 1.1804
     shares of Common Stock per Purchase Contract;

          (ii) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $35.30 (the "Reference Price"), the
     number of shares of Common Stock per Purchase Contact having a value
     equal to the Stated Amount divided by the Applicable Market Value;

          (iii) if the Applicable Market Value is less than or equal to the
     Reference Price, 1.4164 shares of Common Stock per Purchase Contract;

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

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

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

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

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


                                      37

<PAGE>


     United States national or regional securities exchange on which the
     Common Stock is so listed;

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

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

          (v) if the bid price referred to in clause (iv) is not available,
     the market value of Common Stock on such date as determined by a
     nationally recognized independent investment banking firm retained for
     this purpose by the Company.

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

         (b) Each Holder of a Corporate MEDS or a Treasury MEDS, by its
acceptance thereof:

          (i) irrevocably authorizes the Purchase Contract Agent to enter into
         and perform the related Purchase Contract on its behalf as its
         attorney-in-fact (including, without limitation, the execution of
         Certificates on behalf of such Holder);

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

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

          (iv) consents to the provisions hereof;

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

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

          (vii) for United States federal income tax purposes, agrees to (i)
     treat an


                                      38

<PAGE>


     acquisition of the Corporate MEDS as an acquisition of the Note and
     Purchase Contract constituting the Corporate MEDS and (ii) treat itself
     as the owner of the applicable interest in the Collateral Account,
     including the Notes and the Applicable Ownership Interests of the
     Treasury Portfolio (as specified in clause (i) of the definition of such
     term) or the Treasury Securities,

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.

         (c) Each Holder of a Corporate MEDS or a Treasury MEDS, by its
acceptance thereof, further covenants and agrees, that to the extent and in
the manner provided in Section 5.02 and the Pledge Agreement, but subject to
the terms thereof, Proceeds of the Notes, the Treasury Securities or the
Applicable Ownership Interests (as specified in clause (i) of the definition
of such term) of 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.

         (d) 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 Certificate so transferred and the Pledge Agreement. The Company covenants
and agrees, and each Holder of a Certificate, by its acceptance thereof,
likewise covenants and agrees, to be bound by the provisions of this
paragraph.

         SECTION 5.02. Remarketing; Payment of Purchase Price.

         (a) (i) Unless a Tax Event Redemption has occurred, the Company shall
engage J.P. Morgan Securities, Inc., as Remarketing Agent (the "Remarketing
Agent") pursuant to the Remarketing Agreement (and subject to removal as
provided in the Remarketing Agreement) to sell the Notes (the "Initial
Remarketing") on the third Business Day immediately preceding the Initial
Remarketing Date. In order to facilitate the Initial Remarketing, the Purchase
Contract Agent or the Custodial Agent shall notify, by 11:00 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 that
are part of Corporate MEDS, or aggregate principal amount of Separate Notes
that are to be remarketed pursuant to clause (ii) below, as the case may be,
that are 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 Purchase Contract Agent or Custodial Agent and
such Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent
will, on the Initial Remarketing Date, use its commercially reasonable best
efforts to remarket (based on the Reset Rate) such Notes on such


                                      39

<PAGE>


date at a price of at least 100.25% 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
100.25% 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 (the
"Remarketing Fee") an amount equal to 25 basis points (0.25%) of the sum of
the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price
from any amount of such proceeds in excess of the sum 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 Fee 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 MEDS, any proceeds of the Initial Remarketing
in excess of the sum of the Treasury Portfolio Purchase Price plus the
Remarketing Fee with respect to such Notes will be remitted to the Purchase
Contract Agent for payment to the Holders of the related Corporate MEDS.
Neither the Company, the Purchase Contract Agent, nor any Corporate MEDS
Holders whose Notes are so remarketed will 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 MEDS and the
Applicable Ownership Interests (as specified in clause (i) of the definition
of such term) of the Treasury Portfolio will be pledged to the Collateral
Agent to secure the Corporate MEDS 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 MEDS and the Collateral Agent
shall have such security interests, rights and obligations with respect to the
Applicable Ownership Interests (as specified in clause (i) of the definition
of such term) in the Treasury Portfolio as the Holder of Corporate MEDS and
the Collateral Agent had in respect of the Notes, subject to the Pledge
thereof as provided in the Pledge Agreement, and any reference herein or in
the Certificates to the Notes shall be deemed to be a reference to such
Applicable Ownership Interests in the 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 such Applicable Ownership
Interests in the Treasury Portfolio. The Company may cause to be made in any
Corporate MEDS Certificates thereafter to be issued such change in phraseology
and form (but not in substance) as may be appropriate to reflect the
substitution of such Applicable Ownership Interests in the Treasury Portfolio
for Notes.

         If, in spite of using its commercially reasonable best efforts, the
Remarketing Agent cannot remarket the related Notes in the Initial Remarketing
(other than to the Company) at a price not less than 100.25% of the sum of the
Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a
condition precedent set forth in the Remarketing Agreement is not fulfilled,
the Initial Remarketing will be deemed to have failed (a "Failed Initial
Remarketing"). Upon a Failed Initial Remarketing, the Remarketing Agent shall
return the remarketed Notes to the Collateral Agent or the Custodial Agent, as
the case may be.


                                      40

<PAGE>


          (ii) A holder of a Note that is no longer part of a Corporate MEDS
     may elect to have such Note remarketed in the Initial Remarketing, any
     Interim Remarketing and the Final Remarketing, as set forth in the Second
     Supplemental Indenture.

          (iii) Not later than 7 calendar days nor more than 15 calendar days
     prior to the Initial Remarketing Date, the Company shall request the
     Depositary or its nominee to notify the Beneficial Owners or Depositary
     Participants holding Securities of the procedures to be followed in the
     Initial 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 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.

         (b) (i) Unless a Tax Event Redemption has occurred, if a Failed
Initial Remarketing occurs, the Remarketing Agent will use its commercially
reasonable best efforts to remarket the Notes (an "Interim Remarketing") on
one or more subsequent occasions (the date of any such Interim Remarketing,
the "Interim Remarketing Date" for such Interim Remarketing) after the Initial
Remarketing Date until the ninth Business Day immediately preceding the
Purchase Contract Settlement Date. The Remarketing Agent will provide the
Purchase Contract Agent, the Collateral Agent and the Custodial Agent with
notice of any Interim Remarketing Date not later than two Business Days prior
to such Interim Remarketing Date. On the Business Day immediately preceding
the Interim Remarketing Date for such Interim Remarketing, the Collateral
Agent, pursuant to the terms of the Pledge Agreement, or the Custodial Agent,
pursuant to Section 5.02(a)(ii), will present for Remarketing the Pledged
Notes and the Separate Notes that are to be remarketed to the Remarketing
Agent. Upon receipt of such Notes from the Collateral Agent or Custodial
Agent, the Remarketing Agent will, on the Interim Remarketing Date, use its
commercially reasonable best efforts to remarket such Notes on such date at a
price of at least 100.25% of the sum of the Treasury Portfolio Purchase Price
(based on the Reset Rate) plus the Separate Notes Purchase Price. If the
Remarketing Agent is able to remarket the Notes at a price equal to or greater
than 100.25% of the Treasury Portfolio Purchase Price plus the Separate Notes
Purchase Price (a "Successful Interim Remarketing"), the portion of the
proceeds from such Successful Interim Remarketing equal to the Treasury
Portfolio Purchase Price will be applied to purchase the Treasury Portfolio.
In addition, the Remarketing Agent may deduct the Remarketing Fee from any
amount of such proceeds in excess of the sum of the Treasury Portfolio
Purchase Price plus the Separate Notes Purchase Price. With respect to
Separate Notes, any proceeds of any Interim Remarketing in excess of the
Remarketing Fee 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 MEDS, any proceeds of any Interim Remarketing
in excess of the sum of the Treasury Portfolio Purchase Price plus the
Remarketing Fee with respect to such Notes will be remitted to the Purchase
Contract Agent for payment to the Holders of the related Corporate MEDS.
Neither the Company nor any


                                      41

<PAGE>


Corporate MEDS Holders whose Notes are so remarketed will 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 MEDS and the Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) of the Treasury Portfolio will be pledged
to the Collateral Agent to secure the Corporate MEDS 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 Interim Remarketing, the Holders of Corporate MEDS and the
Collateral Agent shall have such security interests, rights and obligations
with respect to the Applicable Ownership Interests (as specified in clause (i)
of the definition of such term) in the Treasury Portfolio as the Holder of
Corporate MEDS and the Collateral Agent had in respect of the Notes, subject
to the Pledge thereof as provided in the Pledge Agreement, and any reference
herein or in the Certificates to the Notes shall be deemed to be a reference
to such Applicable Ownership Interests in the 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 such Applicable
Ownership Interests in the Treasury Portfolio. The Company may cause to be
made in any Corporate MEDS Certificates thereafter to be issued such change in
phraseology and form (but not in substance) as may be appropriate to reflect
the substitution of such Applicable Ownership Interests in the Treasury
Portfolio for Notes.

         If, in spite of using its commercially reasonable best efforts, the
Remarketing Agent cannot remarket the related Notes in an Interim Remarketing
(other than to the Company) at a price not less than 100.25% of the sum of the
Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a
condition precedent set forth in the Remarketing Agreement is not fulfilled,
the Interim Remarketing will be deemed to have failed (a "Failed Interim
Remarketing"). Upon a Failed Interim Remarketing, the Remarketing Agent shall
return the remarketed Notes to the Collateral Agent or the Custodial Agent, as
the case may be.

          (ii) 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 such Interim 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 such Interim
     Remarketing.

          (c) (i) Unless a Tax Event Redemption, Successful Initial
Remarketing or Successful Interim Remarketing has occurred, each Holder who
intends to pay in cash to satisfy such Holder's obligations under the Purchase
Contract on the Purchase Contract Settlement Date shall notify the Purchase
Contract Agent by use of a notice in substantially the form of Exhibit E
hereto of its intention to pay in cash ("Cash Settlement") the Purchase Price
for the shares of Common Stock to be purchased pursuant to the related
Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York
City time) on the fifth Business Day immediately preceding the Purchase
Contract Settlement Date. Immediately following 11:00 a.m. (New York City
time) on the fourth Business Day immediately preceding the Purchase Contract
Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent
and the Indenture Trustee of the


                                      42

<PAGE>


receipt of such notices from Holders intending to make a Cash Settlement.

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

          (iii) If a Holder of a Corporate MEDS fails to notify the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph 5.02(c)(i) above, or does notify the Purchase Contract
     Agent in accordance with paragraph 5.02(c)(i) above but fails to make
     such payment as required by paragraph 5.02(c)(ii) above, such Holder
     shall be deemed to have consented to the disposition of the Pledged Notes
     pursuant to the Final Remarketing as described in paragraph 5.02(d)
     below.

          (iv) Promptly after 11:00 a.m. (New York City time) on the fourth
     Business Day preceding the Purchase Contract Settlement Date, the
     Collateral Agent, based on cash payments received by the Collateral Agent
     pursuant to Section 5.02(c)(i) hereof, shall notify the Purchase Contract
     Agent and the Indenture Trustee of the aggregate principal amount of
     Notes to be tendered for purchase in the Remarketing in a notice pursuant
     to the terms of the Pledge Agreement.

          (v) 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 Final 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 Final
     Remarketing.

          (d) (i) Unless a Tax Event Redemption, a Successful Initial
Remarketing or a Successful Interim Remarketing has occurred, the Notes of
Corporate MEDS Holders who have not notified the Purchase Contract Agent of
their intention to effect a Cash Settlement as provided in paragraph
5.02(c)(i) above, or who have so notified the Purchase Contract Agent in
accordance with paragraph 5.02(c)(i) above but have failed to make such
payment as required by paragraph 5.02(c)(ii) above, will be sold by the
Remarketing Agent (the "Final Remarketing")


                                      43

<PAGE>


on the third Business Day immediately preceding the Purchase Contract
Settlement Date (the "Final Remarketing Date"). In order to facilitate the
Final Remarketing, the Purchase Contract Agent, based on the notices specified
in Section 5.02(c)(iv), or the Custodial Agent, based on the notices specified
in Section 5.02(a)(ii), shall notify the Remarketing Agent, by 11:00 a.m. (New
York City time) on the Business Day immediately preceding the Final
Remarketing Date, of the aggregate principal amount of Notes that are part of
Corporate MEDS or aggregate principal amount of Separate Notes that are to be
remarketed pursuant to Section 5.02(a)(ii), as the case may be, to be
remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the
Pledge Agreement, shall cause such Notes to be presented to the Remarketing
Agent for Remarketing.

          (ii) Upon receipt of such notice from the Purchase Contract Agent or
     the Custodial Agent and such Notes from the Collateral Agent or Custodial
     Agent, as set forth in clause (i) above, the Remarketing Agent shall, on
     the Final Remarketing Date, use its commercially reasonable best efforts
     to remarket (based on the Reset Rate) such Notes on such date at a price
     equal to approximately 100.25% (but not less than 100%) of the aggregate
     principal amount of such Notes, as provided in the Remarketing Agreement.
     If the Remarketing Agent is able to remarket the Notes at a price equal
     to or greater than 100% of the aggregate principal amount of Notes (a
     "Successful Final Remarketing"), the Remarketing Agent will remit the
     proceeds from such Successful Final Remarketing to the Collateral Agent;
     provided that the Remarketing Agent may deduct as the remarketing fee
     (the "Final Remarketing Fee") an amount equal to 25 basis points (0.25%)
     of the aggregate principal amount of the remarketed Notes from any amount
     of the proceeds of a Successful Final Remarketing in excess of the
     aggregate principal amount of the remarketed Notes. With respect to
     Separate Notes, any proceeds of the Final Remarketing in excess of the
     Final Remarketing Fee attributable to the Separate Notes will be remitted
     to the Custodial Agent for payment to the holders of Separate Notes. The
     proceeds from the Remarketing remitted to the Collateral Agent shall be
     invested by the Collateral Agent in Permitted Investments, in accordance
     with the Pledge Agreement, and then applied to satisfy in full such
     Corporate MEDS Holders' obligations to pay the Purchase Price for the
     shares of Common Stock under the related Purchase Contracts on the
     Purchase Contract Settlement Date. Any proceeds in excess of those
     required to pay the Purchase Price and the Final Remarketing Fee will be
     remitted to the Purchase Contract Agent for payment to the Holders of the
     related Corporate MEDS. Corporate MEDS Holders whose Notes are so
     remarketed will not otherwise be responsible for the payment of any Final
     Remarketing Fee in connection therewith.

          (iii) If, in spite of using its commercially reasonable best
     efforts, the Remarketing Agent cannot remarket the related Notes of such
     Holders of Corporate MEDS at a price not less than 100.0% of the Stated
     Amount or a condition precedent set forth in the Remarketing Agreement is
     not fulfilled, the remarketing will be deemed to have failed (a "Failed
     Final Remarketing"). Upon a Failed Final Remarketing, the Remarketing
     Agent shall return the remarketed Notes to the Collateral Agent or the
     Custodial Agent, as the case may be. Upon a Failed Final Remarketing, a
     default shall be


                                      44

<PAGE>


     deemed to have occurred under this Agreement and the Pledge Agreement and
     in accordance with the terms of the Pledge Agreement, the Collateral
     Agent, for the benefit of the Company, shall exercise its rights as a
     secured party with respect to such Notes, including, without limitation,
     those actions specified in paragraph 5.02(e) below; provided, that if
     upon a Failed Final Remarketing the Collateral Agent exercises such
     rights for the benefit of the Company with respect to such Notes, any
     accrued and unpaid interest on such Notes shall become payable by the
     Company to the Purchase Contract Agent for payment to the Beneficial
     Owner of the Corporate MEDS to which such Notes relate. The Company shall
     cause a notice of such Failed Final Remarketing to be published (with a
     copy of such notice to be provided to the Purchase Contract Agent) on the
     second Business Day immediately preceding the Purchase Contract
     Settlement Date in a daily newspaper in the English language of general
     circulation in the City of New York, which is expected to be The Wall
     Street Journal.

         (e) With respect to any Notes which are subject to a Failed Final
Remarketing, the Collateral Agent for the benefit of the Company reserves all
of its rights as a secured party with respect thereto and, subject to
applicable law and paragraph 5.02(i) below, shall, in full satisfaction of the
Holders' obligations under the Purchase Contracts among other things, (i)
retain the Notes or (ii) dispose of the Notes in accordance with applicable
law, which in each case shall constitute payment in full for the aggregate
Purchase Price for the shares of Common Stock to be purchased under the
Purchase Contracts.

         (f) (i) Unless a Holder of a Treasury MEDS or Corporate MEDS (if a
Tax Event Redemption, a Successful Initial Remarketing or a Successful Interim
Remarketing has occurred) effects an Early Settlement of the underlying
Purchase Contract through the early delivery of cash to the Purchase Contract
Agent in the manner described in Section 5.07 or a Cash Merger Early
Settlement of the underlying Purchase Contract through the early delivery of
cash to the Purchase Contract Agent in the manner described in Section
5.04(b)(2), each Holder of a Treasury MEDS or Corporate MEDS (if a Tax Event
Redemption, a Successful Initial Remarketing or a Successful Interim
Remarketing has occurred) who intends to pay in cash shall notify the Purchase
Contract Agent by use of a notice in substantially the form of Exhibit E
hereto of its intention to pay in cash the Purchase Price for the shares of
Common Stock to be purchased pursuant to the related Purchase Contract. Such
notice shall be given prior to 5:00 p.m. (New York City time) on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date.
Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day,
the Purchase Contract Agent shall notify the Collateral Agent of the receipt
of such notices from such Holders intending to make a Cash Settlement.
Treasury MEDS holders may make Cash Settlements only in integral multiples of
20 Treasury MEDS.

          (ii) A Holder of a Treasury MEDS or Corporate MEDS (if a Tax Event
     Redemption, a Successful Initial Remarketing or a Successful Interim
     Remarketing has occurred) who has so notified the Purchase Contract Agent
     of its intention to make a Cash Settlement in accordance with paragraph
     5.02(f)(i) above shall pay the Purchase


                                      45

<PAGE>


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

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

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

         (h) Upon Cash Settlement of any Purchase Contract:


                                      46

<PAGE>


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

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

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

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

         SECTION 5.03.  Issuance of Shares of Common Stock.

         Unless a Termination Event, an Early Settlement or a Cash Merger
Early Settlement shall have occurred, subject to Section 5.04(b), on the
Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price
payable on all Outstanding Securities, the Company shall issue and deposit
with the Purchase Contract Agent, for the benefit of the Holders of the
Outstanding Securities, one or more certificates representing newly issued
shares of Common Stock registered in the name of the Purchase Contract Agent
(or its nominee) as custodian for the Holders (such certificates for shares of
Common Stock, together with any dividends or distributions for which a record
date and payment date for such dividend or distribution has occurred after the
Purchase Contract Settlement Date, being hereinafter referred to as the
"Purchase Contract Settlement


                                      47

<PAGE>


Fund") to which the Holders are entitled hereunder.

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

         SECTION 5.04.  Adjustment of Settlement Rate.

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

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

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

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

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


                                      48

<PAGE>



           (2) In case the Company shall issue rights, warrants or options,
other than pursuant to any dividend reinvestment plans or share purchase
plans, 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 shareholders
entitled to receive such rights, warrants or options, to subscribe for or
purchase shares of Common Stock at a price per share less than the Current
Market Price per share of Common Stock on the date of announcement of such
issuance, the Settlement Rate in effect at the opening of business on the
Business Day following the date of such announcement shall be increased by
dividing such Settlement Rate by a fraction of which:

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

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

such increase to become effective immediately after the opening of business on
the Business Day following the date of such announcement. The Company agrees
that it shall notify the Purchase Contract Agent if any issuance of such
rights, warrants or options is cancelled or not completed following the
announcement thereof and the Settlement Rate shall thereupon be readjusted to
the Settlement Rate in effect immediately prior to the date of such
announcement. For the purposes of this paragraph (2), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include any shares issuable in respect of
any scrip certificates issued in lieu of fractions of shares of Common Stock.
The Company agrees that it shall not issue any such rights, warrants or
options in respect of shares of Common Stock held in the treasury of the
Company.

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

         (4) In case the Company shall, by dividend or otherwise, distribute
to all holders of its


                                      49

<PAGE>


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

          (i) the numerator shall be the Current Market Price per share of
     Common Stock on the date fixed for such determination less the then fair
     market value (as reasonably determined by the Board of Directors, whose
     determination shall be conclusive and the basis for which shall be
     described in a Board Resolution) of the portion of the assets or
     evidences of indebtedness so distributed applicable to one share of
     Common Stock; and

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

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

         (5) In case the Company shall, (I) by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash that is
distributed in a Reorganization Event to which Section 5.04(b) applies or as
part of a distribution referred to in paragraph (4) of this Section) in an
aggregate amount that, combined together with (II) the aggregate amount of any
other distributions to all holders of its Common Stock made exclusively in
cash within the 12 months preceding the date of payment of such distribution
and in respect of which no adjustment pursuant to this paragraph (5) or
paragraph (6) of this Section has been made and (III) the aggregate amount of
any cash plus the fair market value (as determined by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution)
of consideration payable in respect of any tender or exchange offer by the
Company or any of its subsidiaries for all or any portion of the Common Stock
concluded within the 12 months preceding the date of payment of the
distribution described in clause (I) above and in respect of which no
adjustment pursuant to this paragraph (5) or paragraph (6) of this Section has
been made, exceeds 15% of the product of the Current Market Price per share of
the Common Stock on the date for the determination of holders of shares of
Common Stock entitled to receive such distribution multiplied by the number of
shares of Common Stock outstanding on such date, then, in such case, the
Settlement Rate shall be increased so that the same shall equal the rate
determined by dividing the Settlement Rate in effect immediately prior to the
close of business on such record date by a fraction of which:


                                      50

<PAGE>


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

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

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

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

          (i) the numerator of which shall be equal to (A) the product of (I)
     the Current


                                      51

<PAGE>


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

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

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

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

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

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

         (9) All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share, to the next lower


                                      52

<PAGE>


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

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

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

          (1)   In the event of:

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

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

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

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


                                      53

<PAGE>



the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof, the kind and amount of securities,
cash and other property receivable upon such Reorganization Event (without any
interest thereon, and without any right to dividends or distribution thereon
which have a record date that is prior to the Purchase Contract Settlement
Date) by a Holder of the number of shares of Common Stock issuable on account
of each Purchase Contract if the Purchase Contract Settlement Date had
occurred immediately prior to such Reorganization Event, assuming such Holder
of Common Stock is not a Person with which the Company consolidated or into
which the Company merged or which merged into the Company or to which such
sale or transfer was made, as the case may be (any such Person, a "Constituent
Person"), or an Affiliate of a Constituent Person to the extent such
Reorganization Event provides for different treatment of Common Stock held by
Affiliates of the Company and non-affiliates and such Holder failed to
exercise 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 5.04(b)(1) the kind and amount of securities,
cash and other property receivable upon such Reorganization Event by each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).

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

          (2) In the event of a consolidation or merger of the Company with or
into another Person, any merger of another Person into the Company (other than
a merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) in which 30% or more of
the total consideration paid to the Company's shareholders consists of cash or
cash equivalents (a "Cash Merger"), then a Holder of a Security may settle
("Cash Merger Early Settlement") its Purchase Contract for cash, on or after
the date of such Cash Merger, at the applicable Settlement Rate; provided that
(i) the Cash Merger Early Settlement Date (as defined below) is no later than
the fourth Business Day immediately preceding the Purchase Contract Settlement
Date and (ii) no Cash Merger Early Settlement will


                                      54

<PAGE>


be permitted pursuant to this Section 5.04(b)(2) unless, at the time such Cash
Merger Early Settlement is effected, there is an effective Registration
Statement with respect to any securities to be issued and delivered in
connection with such Cash Merger 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 the Company) under the Securities Act. If such a
Registration Statement is so required, the Company covenants and agrees to use
its best efforts to (A) have in effect a Registration Statement covering any
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 may be used in connection with such Cash Merger Early Settlement.

         Within five Business Days of the completion of a Cash Merger, the
Company shall provide written notice to Holders of Securities of such
completion of a Cash Merger, which shall specify the deadline for submitting
the notice to settle early in cash pursuant to this Section 5.04(b)(2), the
date on which such Cash Merger Early Settlement shall occur (which date shall
be between 20 and 30 Business Days after the date of such written notice by
the Company, but which shall in no event be later than the fourth Business Day
immediately preceding the Purchase Contract Settlement Date) (the "Cash Merger
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.

         Corporate MEDS Holders and Treasury MEDS Holders may only effect Cash
Merger Early Settlement pursuant to this Section 5.04(b)(2) in integral
multiples of 20 Purchase Contracts. If a Tax Event Redemption, a Successful
Initial Remarketing or a Successful Interim Remarketing has occurred,
Corporate MEDS Holders may only effect Cash Merger Early Settlement pursuant
to this Section 5.04(b)(2) in multiples of 80,000 Purchase Contracts. Other
than the provisions relating to timing of notice and settlement, which shall
be as set forth above, the provisions of Section 5.01(a) shall apply with
respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(2).

         In order to exercise the right to effect Cash Merger Early Settlement
with respect to any Purchase Contracts, the Holder of the Certificate
evidencing Securities shall deliver, no later than 5:00 p.m. (New York City
time) on the third Business Day immediately preceding the Cash Merger Early
Settlement Date, such Certificate to the Purchase Contract Agent at the
Corporate Trust Office duly endorsed for transfer to the Company or in blank
with the form of Election to Settle Early on the reverse thereof duly
completed and accompanied by payment (payable to the Company in immediately
available funds) in an amount equal to:

          (i) the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Cash Merger 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


                                      55

<PAGE>


     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.

         If a Holder properly effects an effective Cash Merger Early
Settlement in accordance with the provisions of this Section 5.04(b)(2), the
Company will deliver (or will cause the Collateral Agent to deliver) to the
Holder on the Cash Merger Early Settlement Date:

          (i) the kind and amount of securities, cash and other property
     receivable upon such Cash Merger 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
     Cash Merger (based on the Settlement Rate in effect at such time),
     assuming such Holder of Common Stock is not a Constituent Person or an
     Affiliate of a Constituent Person to the extent such Cash Merger 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 Cash Merger (provided that if the kind or
     amount of securities, cash and other property receivable upon such Cash
     Merger is not the same for each non-electing share, then for the purpose
     of this Section 5.04(b)(2), the kind and amount of securities, cash and
     other property receivable upon such Cash Merger by each non-electing
     share shall be deemed to be the kind and amount so receivable per share
     by a plurality of the non-electing shares). For the avoidance of doubt,
     for the purposes of determining the Applicable Market Value (in
     connection with determining the appropriate Settlement Rate to be applied
     in the foregoing sentence), the date of the closing of the Cash Merger
     shall be deemed to be the Purchase Contract Settlement Date;

          (ii) the Notes, the Applicable Ownership Interests of the Treasury
     Portfolio or Treasury Securities, as the case may be, related to the
     Purchase Contracts with respect to which the Holder is effecting a Cash
     Merger Early Settlement; and

          (iii) if so required under the Securities Act, a Prospectus as
     contemplated by this Section 5.04(b)(2).

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

         SECTION 5.05.  Notice of Adjustments and Certain Other Events.

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

          (i) forthwith compute the adjusted Settlement Rate in accordance
     with Section 5.04 and prepare and transmit to the Purchase Contract Agent
     an Officers' Certificate


                                      56

<PAGE>


     setting forth the Settlement Rate, the method of calculation thereof in
     reasonable detail, and the facts requiring such adjustment and upon which
     such adjustment is based; and

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

          (b) The Purchase Contract Agent shall not at any time be under any
duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Settlement Rate, or with
respect to the nature or extent or calculation of any such adjustment when
made, or with respect to the method employed in making the same. The Purchase
Contract Agent shall be fully authorized and protected in relying on any
Officers' Certificate delivered pursuant to Section 5.04(a)(i) and any
adjustment contained therein and the Purchase Contract Agent shall not be
deemed to have knowledge of any adjustment unless and until it has received
such certificate. The Purchase Contract Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of
Common Stock, or of any securities or property, which may at the time be
issued or delivered with respect to any Purchase Contract; and the Purchase
Contract Agent makes no representation with respect thereto. The Purchase
Contract Agent shall not be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock pursuant to a Purchase
Contract or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article.

         SECTION 5.06.  Termination Event; Notice.

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

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


                                      57

<PAGE>


         SECTION 5.07. Early Settlement. (a) Subject to and upon compliance
with the provisions of this Section 5.07, at the option of the Holder thereof,
Purchase Contracts underlying Securities may be settled early ("Early
Settlement") at any time prior to 11:00 a.m. (New York City time) on the
Business Day immediately preceding the Initial Remarketing Date; provided that
no Early Settlement will be permitted pursuant to this Section 5.07 unless, at
the time such Early Settlement is effected, there is an effective Registration
Statement with respect to any securities 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 the Company) under the Securities Act. If such a Registration
Statement is so required, the Company covenants and agrees to use its best
efforts to (A) have in effect a Registration Statement covering any 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 may
be used in connection with such Early Settlement.

          (b) 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, at any time prior to 11:00 a.m. (New York City time)
on the Business Day immediately preceding the Initial Remarketing Date, such
Certificate to the Purchase Contract Agent at the Corporate Trust Office duly
endorsed for transfer to the Company or in blank with the form of Election to
Settle Early on the reverse thereof duly completed and accompanied by payment
(payable to the Company in immediately available funds) in an amount (the
"Early Settlement Amount") equal to:

          (i) the product of (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 the last paragraph of Section 5.02, no payment shall be made upon Early
Settlement of any Purchase Contract on account of any Purchase Contract
Payments accrued on such Purchase Contract or on account of any dividends on
the Common Stock issued upon such Early Settlement. If the foregoing
requirements are first satisfied with respect to Purchase Contracts underlying
any Securities at or prior to 5:00 p.m. (New York City time) on a Business
Day, such day shall be the "Early Settlement Date" with respect to such
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.

         Upon the receipt of such Certificate and Early Settlement Amount from
the Holder, the


                                      58

<PAGE>



Purchase Contract Agent shall pay to the Company such Early Settlement Amount,
the receipt of which payment the Company shall confirm in writing. The
Purchase Contract Agent shall then, in accordance with Section 5.06 of the
Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected
to effect an Early Settlement, which notice shall set forth the number of such
Purchase Contracts as to which such Holder has elected to effect Early
Settlement, (B) the Purchase Contract Agent has received from such Holder, and
paid to the Company as confirmed in writing by the Company, the related Early
Settlement Amount and (C) all conditions to such Early Settlement have been
satisfied.

         Corporate MEDS Holders and Treasury MEDS Holders may only effect
Early Settlement pursuant to this Section 5.07 in integral multiples of 20
Purchase Contracts. If a Tax Event Redemption, a Successful Initial
Remarketing or a Successful Interim Remarketing has occurred, Corporate MEDS
Holders may only effect Early Settlement pursuant to this Section 5.07 in
multiples of 80,000 Purchase Contracts.

          (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, 1.1804 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) No later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause:

          (i) the shares of Common Stock issuable upon Early Settlement of
     Purchase Contracts to be issued and delivered, together with payment in
     lieu of any fraction of a share, as provided in Section 5.09; and

          (ii) the related Notes or the Applicable Ownership Interests of the
     Treasury Portfolio, as applicable, in the case of Corporate MEDS, or the
     related Treasury Securities, in the case of Treasury MEDS, to be released
     from the Pledge by the Collateral Agent and transferred, in each case, to
     the Purchase Contract 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
Applicable Ownership Interests of the Treasury Portfolio or Treasury
Securities, as the case may be, from the Securities Intermediary, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder thereof on the applicable form of Election
to Settle Early on the reverse of the Certificate evidencing the related
Securities:

          (i) transfer to the Holder the Notes, the Applicable Ownership
     Interests of the Treasury Portfolio or Treasury Securities, as the case
     may be, forming a part of such


                                      59

<PAGE>


     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 5.09, 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 5.07(a).

          (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
Purchase Contract Agent shall execute on behalf of the Holder, authenticate
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.

          (g) A Holder of a Security who effects Early Settlement may elect to
have the Notes no longer a part of a Corporate MEDS remarketed in accordance
with the provisions of Section 5.02.

         SECTION 5.08.  Intentionally Omitted.

         SECTION 5.09.  No Fractional Shares.

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

         SECTION 5.10.  Charges and Taxes.

         The Company will pay all stock transfer and similar taxes
attributable to the initial issuance and delivery of the shares of Common
Stock pursuant to the Purchase Contracts; provided, however, that the Company
shall not be required to pay any such tax or taxes which




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<PAGE>


may be payable in respect of any exchange of or substitution for a Certificate
evidencing a Security or any issuance of a share of Common Stock in a name
other than that of the registered Holder of a Certificate surrendered in
respect of the Securities evidenced thereby, other than in the name of the
Purchase Contract Agent, as custodian for such Holder, and the Company shall
not be required to issue or deliver such share certificates or Certificates
unless or until the Person or Persons requesting the transfer or issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

         SECTION 5.11.  Purchase Contract Payments.

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

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

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

          (d) In the case of any Security with respect to which Early
Settlement or Cash Merger Early Settlement of the underlying Purchase Contract
is effected on a date that is after any Record Date and prior to or on the
next succeeding Payment Date, Purchase Contract Payments otherwise payable on
such Payment Date shall be payable on such Payment Date notwithstanding such
Early Settlement or Cash Merger Early Settlement, and such Purchase Contract
Payments shall be paid to the Person in whose name the Certificate evidencing
such Security is registered at the close of business on such Record Date.
Except as otherwise expressly provided in the immediately preceding sentence,
in the case of any Security with respect to which Early Settlement or Cash
Merger Early Settlement of the underlying Purchase Contract is effected,
Purchase Contract Payments that would otherwise be payable after the Early
Settlement or Cash


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<PAGE>



Merger Early Settlement Date with respect to such Purchase Contract shall not
be payable.

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

          (f) 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 Section 5.11(h) 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
Purchase Contract 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 Purchase Contract 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 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 Purchase Contract 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 Section 5.11(e) through (q), 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 Purchase Contract 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
     representative or representatives of the holders of Senior Indebtedness
     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




                                      62

<PAGE>



     of all Senior Indebtedness remaining unpaid after giving effect to any
     concurrent payment or distribution (or provision therefor) to the holders
     of such Senior Indebtedness, before any payment or distribution is made
     of such Purchase Contract 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 Purchase Contract Payments on the Purchase Contracts
     underlying the Securities, shall be received by the Purchase Contract
     Agent or the Holders of any of the Securities when such payment or
     distribution is prohibited pursuant to Section 5.11(e) through (q), such
     payment or distribution shall be paid over to the representative or
     representatives of the holders of Senior Indebtedness 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.

          (g) For purposes of Section 5.11(e) through (q), 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 Section
5.11(e) through (q) with respect to such Purchase Contract 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;

          (h) 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 Section 5.11(e) through (g) 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


                                      63

<PAGE>



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.

          (i) Subject to the irrevocable 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 Purchase Contract 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
Purchase Contract 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 Section 5.11(e) through (q) 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 Section 5.11(e) through (q) 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.

          (j) Nothing contained in Section 5.11(e) through (q) 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 Purchase Contract 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 Purchase
Contract 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 Section 5.11(e) through (q), of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

          (k) Upon payment or distribution of assets of the Company referred
to in Section 5.11(e) through (q), the Purchase Contract 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 Purchase Contract Agent or other
person making any payment or distribution, delivered to the Purchase Contract
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




                                      64

<PAGE>



to these Section 5.11(e) through (q).

          (l) The Purchase Contract 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 Purchase Contract 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 Section 5.11(e) through (q), the Purchase Contract
Agent may request such Person to furnish evidence to the reasonable
satisfaction of the Purchase Contract Agent as to the amount of Senior
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 Section 5.11(e) through (q), and, if such
evidence is not furnished, the Purchase Contract Agent may defer payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

          (m) Nothing contained in Section 5.11(e) through (q) shall affect
the obligations of the Company to make, or prevent the Company from making,
payment of the Purchase Contract Payments, except as otherwise provided in
these Section 5.11(e) through (q).

          (n) Each Holder of Securities, by its acceptance thereof, authorizes
and directs the Purchase Contract Agent on its behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in
Section 5.11 (e) through (q) and appoints the Purchase Contract Agent its
attorney-in-fact, as the case may be, for any and all such purposes.

          (o) The Company shall give prompt written notice to the Purchase
Contract Agent of any fact known to the Company that would prohibit the making
of any payment of moneys to or by the Purchase Contract Agent in respect of
the Securities pursuant to the provisions of this Section. Notwithstanding the
provisions of Section 5.11(e) through (q) or any other provisions of this
Agreement, the Purchase Contract 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 Purchase Contract Agent, or the taking of any other action
by the Purchase Contract Agent, unless and until the Purchase Contract Agent
shall have received written notice thereof mailed or delivered to the Purchase
Contract Agent at its Institutional Trust Services department from the
Company, any Holder, 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 Purchase Contract 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 Purchase Contract 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.



                                      65

<PAGE>



          (p) The Purchase Contract 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
Purchase Contract Agent of any of its rights as such holder.

          (q) 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.

          (r) Nothing in this Section 5.11 shall apply to claims of, or
payments to, the Purchase Contract Agent under or pursuant to Section 7.07.

          (s) With respect to the holders of Senior Indebtedness, (i) the
duties and obligations of the Purchase Contract Agent shall be determined
solely by the express provisions of this Agreement; (ii) the Purchase Contract
Agent shall not be liable to any such holders if it shall, acting in good
faith, mistakenly pay over or distribute to the Holders or to the Company or
any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Section 5.11 or otherwise;
(iii) no implied covenants or obligations shall be read into this Agreement
against the Purchase Contract Agent; and (iv) the Purchase Contract Agent
shall not be deemed to be a fiduciary as to such holders.



                                   ARTICLE 6
                                   REMEDIES

         SECTION 6.01. Unconditional Right of Holders to Receive Purchase
Contract Payments and to Purchase Shares of Common Stock.

         Each Holder of a Security shall have the right, which is absolute and
unconditional, (i) to receive each Purchase Contract Payment with respect to
the Purchase Contract comprising part of such Security on the respective
Payment Date for such Security and (ii) except upon and following a
Termination Event, to purchase shares of Common Stock pursuant to such
Purchase Contract and, in each such case, to institute suit for the
enforcement of any such right to receive Purchase Contract Payments and the
right to purchase shares of Common Stock, and such rights shall not be
impaired without the consent of such Holder.

         SECTION 6.02.  Restoration of Rights and Remedies.

         If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been




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<PAGE>



determined adversely to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company and such Holder shall be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of such Holder shall continue as though no
such proceeding had been instituted.

         SECTION 6.03.  Rights and Remedies Cumulative.

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

         SECTION 6.04.  Delay or Omission Not Waiver.

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

         SECTION 6.05.  Undertaking for Costs.

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

         SECTION 6.06.  Waiver of Stay or Extension Laws.




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<PAGE>



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



                                   ARTICLE 7
                          THE PURCHASE CONTRACT AGENT

         SECTION 7.01.  Certain Duties and Responsibilities.

          (a)   The Purchase Contract Agent:

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

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

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

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

         (2) the Purchase Contract Agent shall not be liable for any error of
judgment made in




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<PAGE>



good faith by a Responsible Officer, unless it shall be proved that the
Purchase Contract Agent was negligent in ascertaining the pertinent facts;

           (3) no provision of this Agreement or the Pledge Agreement or the
Remarketing Agreement shall require the Purchase Contract Agent to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it; and

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

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

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

         SECTION 7.02.  Notice of Default.

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

         SECTION 7.03.  Certain Rights of Purchase Contract Agent.

         Subject to the provisions of Section 7.01:

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

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




                                      69

<PAGE>




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

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

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

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

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

           (8) the Purchase Contract Agent shall not be liable for any action
taken, suffered, or omitted to be taken by it in the absence of bad faith or
gross negligence by it;

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




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notice references the Securities and this Agreement;

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

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

          (12) The Purchase Contract Agent shall not be required to initiate
or conduct any litigation or collection proceedings hereunder and shall have
no responsibilities with respect to any default hereunder except as expressly
set forth herein.

         SECTION 7.04.  Not Responsible for Recitals or Issuance of Securities.

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

         SECTION 7.05.  May Hold Securities.

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

         SECTION 7.06.  Money Held in Custody.

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




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<PAGE>



         SECTION 7.07.  Compensation and Reimbursement.

         The Company agrees:

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

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

         (3) to indemnify the Purchase Contract Agent and any predecessor
Purchase Contract Agent (and each of its directors, officers, agents and
employees (collectively, the "Indemnitees") for, and to hold it harmless
against, any loss, claim, damage, fine, penalty, liability or expense
(including reasonable fees and expenses of counsel) incurred without gross
negligence, willful misconduct or bad faith on its part, arising out of or in
connection with the acceptance or administration of its duties hereunder and
under the Pledge Agreement and the Remarketing Agreement, including the
Indemnitees' costs and expenses of defending themselves against any claim
(whether asserted by the Company, a Holder or any other person) or liability
in connection with the exercise or performance of any of the Purchase Contract
Agent's powers or duties hereunder or thereunder.

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

         SECTION 7.08. Corporate Purchase Contract Agent Required;
Eligibility.

         There shall at all times be a Purchase Contract Agent hereunder which
shall be a Person organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having (or being a member
of a bank holding company having) a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State
authority and having a corporate trust office in the Borough of Manhattan, New
York City, if there be such a Person in the Borough of Manhattan, New York
City, qualified and eligible under this Article and willing to act on
reasonable terms. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then




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<PAGE>



for the purposes of this Section, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Purchase
Contract Agent shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         SECTION 7.09.  Resignation and Removal; Appointment of Successor.

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

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

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

          (d)   If at any time:

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

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

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




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<PAGE>



     conservation or liquidation,

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

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

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

         SECTION 7.10.  Acceptance of Appointment by Successor.

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

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




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<PAGE>



7.10(a) of this Section.

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

         SECTION 7.11. Merger, Conversion, Consolidation or Succession to
Business.

         Any Person into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Purchase Contract Agent
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, provided that such Person
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 Purchase Contract
Agent then in office, any successor by merger, conversion or consolidation to
such Purchase Contract Agent may adopt such authentication and execution and
deliver the Certificates so authenticated and executed with the same effect as
if such successor Purchase Contract Agent had itself authenticated and
executed such Securities.

         SECTION 7.12.  Preservation of Information; Communications to Holders.

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

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

         SECTION 7.13.  No Obligations of Purchase Contract Agent.

         Except to the extent otherwise expressly provided in this Agreement,
the Purchase Contract Agent assumes no obligations and shall not be subject to
any liability under this Agreement, the Pledge Agreement or any Purchase
Contract in respect of the obligations of the




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<PAGE>



Holder of any Security thereunder. The Company agrees, and each Holder of a
Certificate, by its acceptance thereof, shall be deemed to have agreed, that
the Purchase Contract Agent's execution of the Certificates on behalf of the
Holders shall be solely as agent and attorney-in-fact for the Holders, and
that the Purchase Contract Agent shall have no obligation to perform such
Purchase Contracts on behalf of the Holders, except to the extent expressly
provided in Article Five hereof. Anything contained in this Agreement to the
contrary notwithstanding, in no event shall the Purchase Contract Agent or its
officers, employees or agents be liable under this Agreement, the Pledge
Agreement or the Remarketing Agreement to any third party for indirect,
incidental, special, punitive, or consequential loss or damage of any kind
whatsoever, including lost profits, whether or not the likelihood of such loss
or damage was known to the Purchase Contract Agent and regardless of the form
of action.

         SECTION 7.14.  Tax Compliance.

          (a) 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. Such compliance shall include, without
limitation, the preparation and timely filing of required returns and the
timely payment of all amounts required to be withheld to the appropriate
taxing authority or its designated agent.

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

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



                                   ARTICLE 8
                            SUPPLEMENTAL AGREEMENTS

         SECTION 8.01.  Supplemental Agreements Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Purchase Contract Agent, at any time and from time
to time, may enter into




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<PAGE>



one or more agreements supplemental hereto, in form satisfactory to the
Company and the Purchase Contract Agent, to:

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

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

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

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

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

         SECTION 8.02.  Supplemental Agreements with Consent of Holders.

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

          (1) change any Payment Date;

          (2) change the amount or the type of Collateral required to be
     Pledged to secure a Holder's obligations under the Purchase Contract,
     unless such change is not adverse to the Holders, 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;

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



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<PAGE>


          (4) 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 or change the Purchase
     Contract Settlement Date or the right to Early Settlement or Cash Merger
     Early Settlement or otherwise adversely affect the Holder's rights under
     the Purchase Contract;

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

          (6) reduce the percentage of the outstanding Purchase Contracts the
     consent of whose Holders is required for any modification or amendment to
     the provisions of this Agreement, the Purchase Contracts or the Pledge
     Agreement;

provided that if any amendment or proposal referred to above would adversely
affect only the Corporate MEDS or the Treasury MEDS, then only the affected
class of Holders as of the record date for the Holders entitled to vote
thereon will be entitled to vote on such amendment or proposal, and such
amendment or proposal shall not be effective except with the consent of
Holders of not less than a majority of such class; and provided, further, that
the unanimous consent of the Holders of each outstanding Purchase Contract of
such class affected thereby shall be required to approve any amendment or
proposal specified in clauses (1) through (6) above.

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

         SECTION 8.03.  Execution of Supplemental Agreements.

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

         SECTION 8.04.  Effect of Supplemental Agreements.

         Upon the execution of any supplemental agreement under this Article,
this Agreement shall be modified in accordance therewith, and such
supplemental agreement shall form a part of




                                      78

<PAGE>



this Agreement for all purposes; and every Holder of Certificates theretofore
or thereafter authenticated, executed on behalf of the Holders and delivered
hereunder, shall be bound thereby.

         SECTION 8.05.  Reference to Supplemental Agreements.

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



                                   ARTICLE 9
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 9.01. Covenant Not to Consolidate, Merge, Convey, Transfer or
Lease Property Except under Certain Conditions.

         The Company covenants that it will not consolidate with or merge into
any other corporation or convey, transfer or lease all or substantially all of
its properties and assets to any Person, unless:

          (i) 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 Pledge Agreement, the Indenture (including any
     supplement thereto) and the Remarketing Agreement by one or more
     supplemental agreements in form reasonably satisfactory to the Purchase
     Contract Agent and the Collateral Agent, executed and delivered to the
     Purchase Contract Agent and the Collateral Agent by such corporation; and

          (ii) the Company or such successor corporation, as the case may be,
     shall not, immediately after such consolidation, merger, conveyance,
     transfer or lease, be in default of payment obligations under the
     Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture
     (including any supplement thereto) or the Remarketing Agreement or in
     material default in the performance of any other obligations under any of
     the foregoing agreements.



                                      79

<PAGE>



         SECTION 9.02.  Rights and Duties of Successor Corporation.

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

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

         SECTION 9.03. Officers' Certificate and Opinion of Counsel Given to
Purchase Contract Agent.

         The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance, and any such assumption, complies
with the provisions of this Article and that all conditions precedent to the
consummation of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance have been met.



                                  ARTICLE 10
                                   COVENANTS

         SECTION 10.01.  Performance under Purchase Contracts.

         The Company covenants and agrees for the benefit of the Holders from
time to time of the Securities that it will duly and punctually perform its
obligations under the Purchase




                                      80

<PAGE>



Contracts in accordance with the terms of the Purchase Contracts and this
Agreement.

         SECTION 10.02.  Maintenance of Office or Agency.

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

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

         SECTION 10.03.  Company to Reserve Common Stock.

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

         SECTION 10.04.  Covenants as to Common Stock.

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




                                      81

<PAGE>



         SECTION 10.05.  Statements of Officers of the Company as to Default.

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

         SECTION 10.06.  ERISA.

         Each Holder from time to time of the Securities that is a Plan or who
used assets of a Plan to purchase Securities hereby represents that either (i)
no portion of the assets used by such Holder to acquire the Corporate MEDS
constitutes assets of the Plan or (ii) the purchase or holding of the
Corporate MEDS by such purchaser or transferee will not constitute a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4973
of the Code or similar violation under any applicable laws.

         SECTION 10.07. Tax Treatment. The Company covenants and agrees, for
United States federal, state and local income and franchise tax purposes, to
(i) treat a Holder's acquisition of the Corporate MEDS as the acquisition of
the Note and Purchase Contract constituting the Corporate MEDS and (ii) treat
each Holder as the owner of the applicable interest in the Collateral Account,
including the Notes and Applicable Ownership Interests of the Treasury
Portfolio or the Treasury Securities.

                                      [SIGNATURES ON THE FOLLOWING PAGE]




                                      82

<PAGE>



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


                                   By:       /s/ Gerald Luterman
                                        ---------------------------------------
                                        Name:    Gerald Luterman
                                        Title:   Executive Vice President and
                                                 Chief Financial Officer


                                   JPMORGAN CHASE BANK,
                                   as Purchase Contract Agent

                                          By:  /s/ Francine Springer
                                          ------------------------------------
                                          Name:  Francine Springer
                                          Title: Vice President



                                      83

<PAGE>


                                                                EXHIBIT A


                 (FORM OF FACE OF CORPORATE MEDS CERTIFICATE)

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

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

No. ____                                                    CUSIP No. 49337W407
Number of Corporate MEDS:______________

                              KEYSPAN CORPORATION
                                Corporate MEDS

         This Corporate MEDS Certificate certifies that [Cede & Co.] [_______]
is the registered Holder of the number of Corporate MEDS set forth above [For
inclusion in Global Certificates only - or such other number of Corporate MEDS
reflected in the Schedule of Increases or Decreases in Global Certificate
attached hereto]. Each Corporate MEDS consists of (i) either (a) the
beneficial ownership by the Holder of $50 principal amount of Notes due 2008
(the "Notes") of KeySpan Corporation, a New York corporation (the "Company"),
subject to the Pledge of such Note by such Holder pursuant to the Pledge
Agreement, or (b) upon the occurrence of a Tax



                                      A-1

<PAGE>



Event Redemption prior to the Purchase Contract Settlement Date, a Successful
Initial Remarketing or a Successful Interim Remarketing, the appropriate
Applicable Ownership Interests (as specified in clause (i) of the definition
of such term) of the Treasury Portfolio by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one
Purchase Contract with the Company. All capitalized terms used herein which
are defined in the Purchase Contract Agreement (as defined on the reverse
hereof) have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Notes or the appropriate
Applicable Ownership Interests (as specified in clause (i) of the definition
of such term) of the Treasury Portfolio, as the case may be, constituting part
of each Corporate MEDS evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising part of such Corporate MEDS.

         The Pledge Agreement provides that all payments of the principal
amount with respect to any of the Pledged Notes or the appropriate Applicable
Ownership Interests (as specified in clause (i) of the definition of such
term) of the Treasury Portfolio, as the case may be, or interest or
distributions on any Pledged Notes (as defined in the Pledge Agreement) or the
appropriate Applicable Ownership Interests (as specified in clause (ii) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of the Corporate MEDS received by the Securities
Intermediary shall be paid by wire transfer in same day funds (i) in the case
of (A) interest on Pledged Notes or distributions with respect to the
appropriate Applicable Ownership Interests (as specified in clause (ii) of the
definition of such term) of the Treasury Portfolio, as the case may be, and
(B) any payments of the principal amount of any Notes or with respect to the
appropriate Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) of the Treasury Portfolio, as the case may be, that
have been released from the Pledge pursuant to the Pledge Agreement, to the
Purchase Contract Agent to the account designated by the Purchase Contract
Agent, no later than 2:00 p.m., New York City time, on the Business Day such
payment is received by the Securities Intermediary (provided that in the event
such payment is received by the Securities Intermediary on a day that is not a
Business Day or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on
the next succeeding Business Day) and (ii) in the case of payments with
respect to the principal amount of the Notes or with respect to the
appropriate Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) of the Treasury Portfolio, to the Company on the
Purchase Contract Settlement Date (as described herein) in accordance with the
terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Corporate MEDS of which such Pledged Notes
or the Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) of the Treasury Portfolio, as the case may be, are a
part under the Purchase Contracts forming a part of such Corporate MEDS.
Interest on the Notes and distributions on the appropriate Applicable
Ownership Interests (as specified in clause (ii) of the definition of such
term) of the Treasury Portfolio, as the case may be, forming part of a
Corporate MEDS evidenced hereby, which are payable quarterly in arrears on
February 16, May 16, August 16, and November 16 of each year,



                                      A-2

<PAGE>



commencing August 16, 2002 (a "Payment Date"), shall, subject to receipt
thereof by the Purchase Contract Agent from the Securities Intermediary, be
paid to the Person in whose name this Corporate MEDS Certificate (or a
Predecessor Corporate MEDS 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 MEDS Certificate to purchase, and the Company to sell, on May 16,
2005 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the
"Stated Amount"), a number of newly issued shares of common stock, par value
$0.01 per share ("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 or Cash Merger Early
Settlement with respect to the Corporate MEDS of which such Purchase Contract
is a part, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The purchase price (the "Purchase Price") for
the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract
Settlement Date by application of payment received in respect of the principal
amount with respect to any Pledged Notes pursuant to the Remarketing or the
appropriate Applicable Ownership Interests (as specified in clause (i) 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 MEDS of which such Purchase Contract is a part.

         Each Purchase Contract evidenced hereby obligates the holder to
agree, for United States federal, state and local income and franchise tax
purposes, to (i) treat an acquisition of the Corporate MEDS as an acquisition
of the Note and Purchase Contract constituting the Corporate MEDS and (ii)
treat itself as owner of the applicable interest on the Collateral Account,
including the Notes and the Applicable Ownership Interests of the Treasury
Portfolio.

         The Company shall pay, on each Payment Date, in respect of each
Purchase Contract forming part of a Corporate MEDS evidenced hereby, an amount
(the "Purchase Contract Payments") equal to 3.85% per year of the Stated
Amount. Such Purchase Contract Payments shall be payable to the Person in
whose name this Corporate MEDS Certificate is registered at the close of
business on the Record Date for such Payment Date.

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

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

         Unless the certificate of authentication hereon has been executed by
the Purchase




                                      A-3

<PAGE>



Contract Agent by manual signature, this Corporate MEDS 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 and the Holder specified above have
caused this instrument to be duly executed.

                                     KEYSPAN CORPORATION


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


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


                                     By:  JPMorgan Chase Bank,
                                          not individually but solely as
                                          Attorney-in-Fact of such Holder


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


DATED:__________________





                                      A-5

<PAGE>



                         CERTIFICATE OF AUTHENTICATION
                          OF PURCHASE CONTRACT AGENT


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

                                        By:  JPMorgan Chase Bank,
                                             as Purchase Contract Agent


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















                                      A-6

<PAGE>



                (FORM OF REVERSE OF CORPORATE MEDS 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 JPMorgan
Chase Bank, as Purchase Contract Agent (including its successors hereunder,
the "Purchase Contract Agent"), to which Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Corporate MEDS Certificates are, and
are to be, executed and delivered.

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

          (1) if the Applicable Market Value (as defined below) is greater
     than or equal to $42.36 (the "Threshold Appreciation Price"), 1.1804
     shares of Common Stock per Purchase Contract;

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $35.30 (the "Reference Price"), the
     number of shares of Common Stock per Purchase Contact having a value
     equal to the Stated Amount divided by the Applicable Market Value; and

          (3) if the Applicable Market Value is less than or equal to the
     Reference Price, 1.4164 shares of Common Stock per Purchase Contract;

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

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

         Each Purchase Contract evidenced hereby, which is settled either
through Early Settlement or Cash Merger Early Settlement, shall obligate the
Holder of the related Corporate MEDS 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 (in the case of an Early Settlement) or applicable
Settlement Rate (in the case of a Cash Merger Early Settlement).




                                      A-7

<PAGE>



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

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

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

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

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

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

          (5) if such bid price is not available, the market value of Common
     Stock on such date as determined by a nationally recognized independent
     investment banking firm retained for this purpose by the Company.

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

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate MEDS Certificate may pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement, an Early Settlement or a Cash Merger
Early Settlement or from the proceeds of the Applicable Ownership Interests
(as specified in clause (i) of the definition of such term) of the Treasury
Portfolio or a Remarketing of the related Pledged Notes. Unless a Tax Event
Redemption, a Successful Initial Remarketing or a Successful Interim
Remarketing has occurred, a Holder of Corporate MEDS who (1) does not on or
prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, notify the Purchase Contract
Agent of its intention to effect a Cash Settlement, or who does so notify the
Purchase




                                     A-8

<PAGE>



Contract Agent but fails to make an effective Cash Settlement prior to 11:00
a.m. (New York City time) on the fourth Business Day immediately preceding the
Purchase Contract Settlement Date, (2) on or prior to 11:00 a.m. (New York
City time) on the Business Day prior to the Initial Remarketing Date, does not
make an effective Early Settlement, or (3) on or prior to 11:00 a.m. (New York
City time) on the fourth Business Day prior to the Purchase Contract
Settlement Date, does not make an effective Cash Merger Early Settlement,
shall pay the Purchase Price for the shares of Common Stock to be delivered
under the related Purchase Contract from the proceeds of the sale of the
related Pledged Notes held by the Collateral Agent. Unless a Tax Event
Redemption, a Successful Initial Remarketing or a Successful Interim
Remarketing has occurred, such sale will be made by the Remarketing Agent
pursuant to the terms of the Remarketing Agreement on the third Business Day
prior to the Purchase Contract Settlement Date. If a Tax Event Redemption, a
Successful Initial Remarketing or a Successful Interim Remarketing has
occurred, a Holder of Corporate MEDS who does not notify the Purchase Contract
Agent, on or prior to 11:00 a.m. (New York City time) on the fourth Business
Day immediately preceding the Purchase Contract Settlement Date, of its
intention to effect a Cash Merger Early Settlement, shall pay the Purchase
Price for the shares of Common Stock to be delivered under the related
Purchase Contract from the proceeds at maturity of the Applicable Ownership
Interests (as defined in clause (i) of the definition of such term) of the
Treasury Portfolio.

         If, as provided in the Purchase Contract Agreement, upon the
occurrence of a Failed Final Remarketing, the Collateral Agent, for the
benefit of the Company, exercises its rights as a secured creditor with
respect to the Pledged Notes related to this Corporate MEDS certificate, any
accrued and unpaid interest on such Pledged Notes will become payable by the
Company to the holder of this Corporate MEDS Certificate in the manner
provided for in the Purchase Contract Agreement.

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

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




                                      A-9

<PAGE>



         Under the terms of the Pledge Agreement and the Purchase Contract
Agreement, the Purchase Contract Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Notes, but only to
the extent instructed in writing by the Holders. 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 Purchase
Contract Agent shall, as soon as practicable thereafter, mail to the Corporate
MEDS Holders a notice:

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

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

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

Upon the written request of the Corporate MEDS Holders on such record date,
received by the Purchase Contract Agent at least six days prior to such
meeting, the Purchase Contract Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in
such requests, the maximum aggregate principal amount of Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of a Corporate MEDS, the Purchase Contract Agent
shall abstain from voting the Note evidenced by such Corporate MEDS.

         Upon the occurrence of a Tax Event Redemption prior to the earlier of
a Successful Remarketing or the Purchase Contract Settlement Date, an amount
equal to the Redemption Amount plus any accumulated and unpaid interest
payable on the Tax Event Redemption Date with respect to the principal amount
of the Notes that are components of the Corporate MEDS shall be deposited in
the Collateral Account in exchange for the Pledged Notes. Thereafter, pursuant
to the terms of the Pledge Agreement, the Collateral Agent shall cause the
Securities Intermediary to apply an amount equal to the Redemption Amount of
such funds to purchase on behalf of the Holders of Corporate MEDS, the
Treasury Portfolio and promptly (a) transfer the Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) of the
Treasury Portfolio to the Collateral Account to secure the obligations of each
Holder of Corporate MEDS to purchase shares of Common Stock under the Purchase
Contracts constituting a part of such Corporate MEDS, (b) transfer the
Applicable Ownership Interests (as specified in clause (ii) of the definition
of such term) of the Treasury Portfolio to the Purchase Contract Agent for the
benefit of the Holders of such Corporate MEDS and (C) remit the remaining
portion of such funds to the Purchase Contract Agent for payment to the
Holders of such Corporate MEDS.

         Upon the occurrence of a Successful Initial Remarketing or a
Successful Interim




                                     A-10

<PAGE>



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 MEDS, 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 or
the Successful Interim Remarketing, as the case may be, to the Purchase
Contract Agent for payment to the Holders of such Corporate MEDS.

         Following the occurrence of a Tax Event Redemption prior to the
Purchase Contract Settlement Date, or following a Successful Initial
Remarketing or a Successful Interim Remarketing, the Holders of Corporate MEDS
and the Collateral Agent shall have such security interest rights and
obligations with respect to the Applicable Ownership Interests (as specified
in clause (i) of the definition of such term) of the Treasury Portfolio as the
Holder of Corporate MEDS 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.

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

         Unless the Treasury Portfolio has replaced the Notes as a component
of the Corporate MEDS as a result of a Tax Event Redemption (in which case no
Collateral Substitution shall be permitted) and subject to the conditions set
forth in the Purchase Contract Agreement, the Holder of Corporate MEDS may
substitute, at any time prior to 11:00 a.m. (New York City time) on the
Business Day immediately preceding the Initial Remarketing Date, for the
Pledged Notes securing such Holder's obligations under the related Purchase
Contracts Treasury Securities in an aggregate principal amount at maturity
equal to the aggregate principal amount of the Pledged Notes in accordance
with the terms of the Purchase Contract Agreement and the Pledge Agreement.
From and after such Collateral Substitution, each Security for which such
Pledged Treasury Securities secures the Holder's obligation under the Purchase
Contract shall be referred




                                     A-11

<PAGE>



to as a "Treasury MEDS". A Holder may make such Collateral Substitution only
in integral multiples of 20 Corporate MEDS for 20 Treasury MEDS.

         Unless the Treasury Portfolio has replaced the Notes as a component
of the Corporate MEDS as a result of a Tax Event Redemption (in which case no
Collateral Substitution shall be permitted) and subject to the conditions set
forth in the Purchase Contract Agreement, a Holder of Treasury MEDS may
recreate, at any time prior to 11:00 a.m. (New York City time) on the Business
Day immediately preceding the Initial Remarketing Date, Corporate MEDS by
delivering to the Securities Intermediary Notes with an aggregate principal
amount equal to the aggregate principal amount at maturity of the Pledged
Treasury Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. A Holder may recreate Corporate MEDS only in integral
multiples of 20 Treasury MEDS for 20 Corporate MEDS.

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

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

         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 Contract evidenced by this
Certificate, the Holder of this Corporate MEDS Certificate shall deliver to
the Purchase Contract Agent at the Corporate Trust Office an Election to
Settle Early form set forth below 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:




                                     A-12

<PAGE>



          (i) the product of (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.

         Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Pledged Notes or Pledge Applicable Ownership Interests
(as specified in clause (i) of the definition of such term) 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 Corporate
MEDS as to which Early Settlement is effected equal to 1.1804 shares 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 the occurrence of a Cash Merger, a Holder of Corporate MEDS may
effect Cash Merger Early Settlement of the Purchase Contract underlying such
Corporate MEDS pursuant to the terms of Section 5.04(b)(2) of the Purchase
Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by
a Holder of the related Corporate MEDS, the Pledged Notes or Pledged
Applicable Ownership Interests (as specified in clause (i) of the definition
of such term) of the Treasury Portfolio underlying such Corporate MEDS shall
be released from the Pledge as provided in the Pledge Agreement.

         Upon registration of transfer of this Corporate MEDS Certificate, the
transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Purchase Contract
Agent pursuant to the Purchase Contract Agreement), under the terms of the
Purchase Contract Agreement and the Purchase Contracts evidenced hereby and
the transferor shall be released from the obligations under the Purchase
Contracts evidenced by this Corporate MEDS 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 MEDS Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Corporate MEDS evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract




                                     A-13

<PAGE>



Agreement, authorizes the Purchase Contract Agent to enter into and perform
the Purchase Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Notes or the appropriate
Applicable Ownership Interests (as specified in clause (i) of the definition
of such term) of the Treasury Portfolio, as the case may be, underlying this
Corporate MEDS Certificate pursuant to the Pledge Agreement. The Holder
further covenants and agrees that, to the extent and in the manner provided in
the Purchase Contract Agreement and the Pledge Agreement, but subject to the
terms thereof, payments with respect to the aggregate principal amount of the
Pledged Notes or the appropriate Applicable Ownership Interests (as specified
in clause (i) of the definition of such term) of the Treasury Portfolio, as
the case may be, on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

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

         The Purchase Contracts shall be governed by, and construed in
accordance with, the laws of the State of New York.

         Prior to due presentment of this Certificate for registration of
transfer, the Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Corporate MEDS Certificate is registered as the owner of the
Corporate MEDS evidenced hereby for the purpose of receiving payments of
interest payable on the Notes, receiving payments of Purchase Contract
Payments (subject to any applicable record date), performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments
in respect thereof be overdue and notwithstanding any notice to the contrary,
and neither the Company, the Purchase Contract Agent nor any such agent shall
be affected by notice to the contrary.

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

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




                                     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 of  __________

                       ______________________________________________________

TENANT:                as tenants by the entireties

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

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

                          _________________________


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

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

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

the within Corporate MEDS Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to
transfer said Corporate MEDS Certificates on the books of KeySpan Corporation,
with full power of substitution in the premises.


Dated:____________________   Signature_______________________________________

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


    Signature Guarantee: ___________________________________________




                                     A-15

<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
MEDS evidenced by this Corporate MEDS Certificate be registered in the name
of, and delivered, together with a check in payment for any fractional share,
to the undersigned at the address indicated below unless a different name and
address have been indicated below. If shares are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.

Dated:_________________________     __________________________________________
                                    Signature
                                    Signature Guarantee: _____________________
                                    (if assigned to another person)

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



______________________________      __________________________________________
Name                                Name


______________________________      __________________________________________
Address                             Address

______________________________      __________________________________________
______________________________      __________________________________________
______________________________      __________________________________________

Social Security or other
Taxpayer Identification
Number, if any                      __________________________________________


























                                     A-16

<PAGE>



            ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT


         The undersigned Holder of this Corporate MEDS Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger
Early Settlement following a Cash Merger] in accordance with the terms of the
Purchase Contract Agreement with respect to the Purchase Contracts underlying
the number of Corporate MEDS evidenced by this Corporate MEDS Certificate
specified below. The undersigned Holder directs that a certificate for shares
of Common Stock or other securities deliverable upon such [Early Settlement]
[Cash Merger Early Settlement] be registered in the name of, and delivered,
together with a check in payment for any fractional share and any Corporate
MEDS Certificate representing any Corporate MEDS evidenced hereby as to which
[Early Settlement] [Cash Merger 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 Interests of the Treasury Portfolio,
as the case may be, deliverable upon such [Early Settlement] [Cash Merger
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:____________________







                                     A-17

<PAGE>



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

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

                                         Please print name and
                                         address of Registered Holder:


______________________________
Name                                     _____________________________________
                                         Name
______________________________
Address                                  _____________________________________
                                         Address
______________________________
______________________________           _____________________________________
______________________________           _____________________________________
                                         _____________________________________
Social Security or other
Taxpayer Identification

Number, if any                           _____________________________________
































                                     A-18

<PAGE>



Transfer Instructions for Pledged Notes or the Applicable Ownership Interests
of the Treasury Portfolio, as the case may be, transferable upon [Early
Settlement] [Cash Merger 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>

                                                                          Number of Corporate
                         Amount of increase in   Amount of decrease in     MEDS evidenced by
                          Number of Corporate     Number of Corporate   this Global Certificate Signature of authorized
                           MEDS evidenced by       MEDS evidenced by        following such      signatory of Purchase
Date                    the Global Certificate  the Global Certificate   decrease or increase   Contract Agent

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----------------------- ----------------------- ----------------------- ----------------------- -----------------------
</TABLE>







                                     A-20

<PAGE>



                                                                     EXHIBIT B

                 (FORM OF FACE OF TREASURY MEDS CERTIFICATE)


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

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

No. ____                                                   CUSIP No. 49337W506
Number of Treasury MEDS:___________

                             KEYSPAN CORPORATION
                                Treasury MEDS

         This Treasury MEDS Certificate certifies that [Cede & Co.]
[__________________] is the registered Holder of the number of Treasury MEDS
set forth above [For inclusion in Global Certificates only - or such other
number of Treasury MEDS reflected in the Schedule of Increases or Decreases in
Global Certificate attached hereto]. Each Treasury MEDS consists of (i) a 1/20
undivided beneficial ownership interest of a Treasury Security having a
principal amount at maturity equal to $1,000, subject to the Pledge of such
Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii)
the rights and obligations of the Holder under one




                                     B-1

<PAGE>



Purchase Contract with KeySpan Corporation, a New York corporation (the
"Company"). All capitalized terms used herein which are defined in the
Purchase Contract Agreement (as defined on the reverse hereof) have the
meaning set forth therein.

         Pursuant to the Pledge Agreement, the Treasury Securities
constituting part of each Treasury MEDS evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the
obligations of the Holder under the Purchase Contract comprising part of such
Treasury MEDS. Each Purchase Contract evidenced hereby obligates the Holder of
this Treasury MEDS Certificate to purchase, and the Company, to sell, on May
16, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $50
(the "Stated Amount"), a number of newly issued shares of common stock, par
value $0.01 per share ("Common Stock"), of the Company, equal to the
Settlement Rate, unless prior to or on the Purchase Contract Settlement Date
there shall have occurred a Termination Event, an Early Settlement or a Cash
Merger Early Settlement with respect to the Treasury MEDS of which such
Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased pursuant to
each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on
the Purchase Contract Settlement Date by application of the proceeds from the
Treasury Securities at maturity pledged to secure the obligations of the
Holder under such Purchase Contract of the Treasury MEDS of which such
Purchase Contract is a part.

         Each Purchase Contract evidenced hereby obligates the holder to
agree, for United States federal, state and local income and franchise tax
purposes, to (i) treat an acquisition of the Treasury MEDS as an acquisition
of the Treasury Security and Purchase Contract constituting the Treasury MEDS
and (ii) treat itself as owner of the applicable interest on the Collateral
Account, including the Treasury Securities.

         The Company shall pay, on each Payment Date, in respect of each
Purchase Contract forming part of a Treasury MEDS evidenced hereby, an amount
(the "Purchase Contract Payments") equal to 3.85% per year of the Stated
Amount. Such Purchase Contract Payments shall be payable to the Person in
whose name this Treasury MEDS Certificate is registered at the close of
business on the Record Date for such Payment Date.

         The Purchase Contract Payments will be payable at the office of the
Purchase Contract Agent in New York City or, at the option of the Company, by
check mailed to the address of the Person entitled thereto as such address
appears on the Security Register.

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

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




                                     B-2

<PAGE>



obligatory for any purpose.

         IN WITNESS WHEREOF, the Company and the Holder specified above have
caused this instrument to be duly executed.

                                     KEYSPAN CORPORATION


                                     By:______________________________________
                                        Name:
                                        Title:


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


                                     By:  JPMorgan Chase Bank,
                                          not individually but solely as
                                          Attorney-in-Fact of such Holder


                                     By:______________________________________
                                        Authorized Officer

Dated:_____________________






                                     B-3

<PAGE>



                       CERTIFICATE OF AUTHENTICATION OF
                           PURCHASE CONTRACT AGENT


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

                                     By:  JPMorgan Chase Bank,
                                     as Purchase Contract Agent


                                     By:______________________________________
                                        Authorized Officer
Dated:_________________







                                     B-4

<PAGE>



                    (REVERSE OF TREASURY MEDS 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 JPMorgan
Chase Bank, as Purchase Contract Agent (including its successors thereunder,
herein called the "Purchase Contract Agent"), to which the Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company
and the Holders and of the terms upon which the Treasury MEDS Certificates
are, and are to be, executed and delivered.

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

           (1) if the Applicable Market Value (as defined below) is greater
         than or equal to $42.36 (the "Threshold Appreciation Price"), 1.1804
         shares of Common Stock per Purchase Contract;

           (2) if the Applicable Market Value is less than the Threshold
         Appreciation Price but greater than $35.30 (the "Reference Price"),
         the number of shares of Common Stock per Purchase Contact having a
         value equal to the Stated Amount divided by the Applicable Market
         Value; and

           (3) if the Applicable Market Value is less than or equal to the
         Reference Price, 1.4164 shares of Common Stock per Purchase Contract;

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

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

         Each Purchase Contract evidenced hereby, which is settled either
through Early Settlement or Cash Merger Early Settlement, shall obligate the
Holder of the related Treasury MEDS 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 (in the case of an Early Settlement) or applicable
Settlement Rate (in the case of a Cash Merger Early Settlement).




                                     B-5

<PAGE>



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

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

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

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

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

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

           (5) if such bid price is not available, the market value of the
         Common Stock on such date as determined by a nationally recognized
         independent investment banking firm retained for this purpose by the
         Company.

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

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Treasury MEDS shall pay the Purchase Price for the shares of
the Common Stock purchased pursuant to each Purchase Contract evidenced hereby
either by effecting a Cash Settlement, an Early Settlement or a Cash Merger
Early Settlement of each such Purchase Contract or by applying a principal
amount of the Pledged Treasury Securities underlying such Holder's Treasury
MEDS equal to the Stated Amount of such Purchase Contract to the purchase of
the Common Stock. A Holder of Treasury MEDS who (1) does not on or prior to
5:00 p.m. (New York City time) on the fifth Business Day immediately preceding
the Purchase Contract Settlement Date, notify the Purchase Contract Agent of
its intention to effect a Cash Settlement,




                                      B-6

<PAGE>



or who does so notify the Purchase Contract Agent but fails to make an
effective Cash Settlement prior to 11:00 a.m. (New York City time) on the
fourth Business Day immediately preceding the Purchase Contract Settlement
Date, (2) on or prior to 11:00 a.m. (New York City time) on the Business Day
prior to the Initial Remarketing Date, does not make an effective Early
Settlement, or (3) on or prior to 11:00 a.m. (New York City time) on the
fourth Business Day prior to the Purchase Contract Settlement Date, does not
make an effective Cash Merger Early Settlement, shall pay the Purchase Price
for the shares of Common Stock to be issued under the related Purchase
Contract from the proceeds of the Pledged Treasury Securities.

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

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

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




                                      B-7

<PAGE>



         Subject to the conditions set forth in the Purchase Contract
Agreement, a Holder of Treasury MEDS may recreate, at any time prior to 11:00
a.m. (New York City time) on the Business Day immediately preceding the
Initial Remarketing Date, Corporate MEDS by delivering to the Securities
Intermediary Notes with an aggregate principal amount, equal to the aggregate
principal amount at maturity of the Pledged Treasury Securities in exchange
for the release of such Pledged Treasury Securities in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement. From and
after such substitution, the Holder's Security shall be referred to as a
"Corporate MEDS". Any such creation of Corporate MEDS may be effected only in
multiples of 20 Treasury MEDS for 20 Corporate MEDS.

         Subject to the conditions set forth in the Purchase Contract
Agreement, a Holder of Corporate MEDS may recreate Treasury MEDS by delivering
to the Securities Intermediary Treasury Securities in an aggregate principal
amount at maturity equal to the aggregate principal amount of the Pledged
Notes in accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement. Any such recreation of Treasury MEDS may be effected only in
multiples of 20 Corporate MEDS for 20 Treasury MEDS.

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

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




                                      B-8

<PAGE>



Agent at the Corporate Trust Office an Election to Settle Early form set forth
below 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) 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.

         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 MEDS as to which
Early Settlement is effected equal to 1.1804 shares 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 the occurrence of a Cash Merger, a Holder of Treasury MEDS may
effect Cash Merger Early Settlement of the Purchase Contract underlying such
Treasury MEDS pursuant to the terms of Section 5.04(b)(2) of the Purchase
Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by
a Holder of the related Treasury MEDS, the Pledged Treasury Securities
underlying such Treasury MEDS shall be released from the Pledge as provided in
the Pledge Agreement.

         Upon registration of transfer of this Treasury MEDS Certificate, the
transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Purchase Contract
Agent pursuant to the Purchase Contract Agreement), under the terms of the
Purchase Contract Agreement and the Purchase Contracts evidenced hereby and
the transferor shall be released from the obligations under the Purchase
Contracts evidenced by this Treasury MEDS 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 Treasury MEDS Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Treasury MEDS evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code,




                                      B-9

<PAGE>



agrees to be bound by the terms and provisions thereof, covenants and agrees
to perform its obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the Purchase
Contract Agent to enter into and perform the Purchase Contract Agreement and
the Pledge Agreement on its behalf as its attorney-in-fact, and consents to
the Pledge of the Treasury Securities underlying this Treasury MEDS
Certificate pursuant to the Pledge Agreement. The Holder further covenants and
agrees, that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments in respect to the aggregate principal amount of the Pledged Treasury
Securities on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

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

         The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

         Prior to due presentment of this Certificate for registration or
transfer, the Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Treasury MEDS Certificate is registered as the owner of the
Treasury MEDS evidenced hereby for the purpose of receiving payments of
interest on the Treasury Securities, receiving payments of Purchase Contract
Payments (subject to any applicable record date), performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments
in respect thereof be overdue and notwithstanding any notice to the contrary,
and neither the Company, the Purchase Contract Agent nor any such agent shall
be affected by notice to the contrary.

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

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






                                     B-10

<PAGE>



                                 ABBREVIATIONS

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

TEN COM:                     as tenants in common

UNIF GIFT MIN ACT:           ___________________ Custodian ___________________
                                  (cust)                        (minor)
                             Under Uniform Gifts to Minors Act of ____________
                             _________________________________________________

TENANT:                      as tenants by the entireties

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

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

                 __________________________


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

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

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

the within Treasury MEDS Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ________ attorney to transfer said
Treasury MEDS Certificates on the books of KeySpan Corporation, with full
power of substitution in the premises.

Dated:_______________________           ______________________________________
                                        Signature

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

     Signature Guarantee:____________________________





                                     B-11

<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
MEDS evidenced by this Treasury MEDS Certificate be registered in the name of,
and delivered, together with a check in payment for any fractional share, to
the undersigned at the address indicated below unless a different name and
address have been indicated below. If shares are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.

Dated:_______________________           ______________________________________
                                        Signature
                                        Signature Guarantee:__________________
                                        (if assigned to another person)


If shares are to be registered in
the name of and delivered to a          REGISTERED HOLDER
Person other than the Holder, please
(i) print such Person's name and
address 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                          ______________________________________





























                                     B-12

<PAGE>



             ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT


         The undersigned Holder of this Treasury MEDS Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger
Early Settlement upon a Cash Merger] in accordance with the terms of the
Purchase Contract Agreement with respect to the Purchase Contracts underlying
the number of Treasury MEDS evidenced by this Treasury MEDS Certificate
specified below. The option to effect [Early Settlement] [Cash Merger Early
Settlement] may be exercised only with respect to Purchase Contracts
underlying Treasury MEDS 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 or other securities deliverable upon such [Early
Settlement] [Cash Merger Early Settlement] be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Treasury MEDS Certificate representing any Treasury MEDS evidenced hereby as
to which Cash Merger 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] [Cash Merger 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:____________________







                                     B-13

<PAGE>



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

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

                                         Please print name and address of
                                         Registered Holder:

______________________________
Name                                     _____________________________________
                                         Name
______________________________
Address                                  _____________________________________
                                         Address
______________________________
______________________________           _____________________________________
______________________________           _____________________________________
                                         _____________________________________
Social Security or other
Taxpayer Identification

Number, if any                           _____________________________________

































                                     B-14

<PAGE>



         Transfer Instructions for Pledged Treasury Securities Transferable
upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event:

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________



















                                     B-15

<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>

                                                                          Number of Treasury
                         Amount of increase in   Amount of decrease in     MEDS evidenced by
                          Number of Treasury      Number of Treasury    this Global Certificate Signature of authorized
                           MEDS evidenced by       MEDS evidenced by        following such      signatory of Purchase
Date                    the Global Certificate  the Global Certificate   decrease or increase   Contract Agent

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----------------------- ----------------------- ----------------------- ----------------------- -----------------------
</TABLE>







                                     B-16

<PAGE>



                                                                     EXHIBIT C

                    INSTRUCTION TO PURCHASE CONTRACT AGENT

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001
Attention: Institutional Trust Services

         Re:  [_______ Corporate MEDS] [_______ Treasury MEDS] of KeySpan
Corporation, a New York corporation  (the "Company").

         The undersigned Holder hereby notifies you that it has delivered to
The Bank of New York, as Securities Intermediary, for credit to the Collateral
Account, $______ aggregate principal amount of [Notes] [Treasury Securities]
in exchange for the [Pledged Notes] [Pledged Treasury Securities] held in the
Collateral Account, in accordance with the Pledge Agreement, dated as of May
6, 2002 (the "Pledge Agreement"; unless otherwise defined herein, terms
defined in the Pledge Agreement are used herein as defined therein), between
you, the Company, the Collateral Agent, the Custodial Agent and the Securities
Intermediary. The undersigned Holder has paid all applicable fees and expenses
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [Pledged Notes] [Pledged Treasury Securities] related to such
[Corporate MEDS] [Treasury MEDS].

Date:__________________________          _____________________________________
                                         Signature

                               Signature Guarantee:___________________________







                                      C-1

<PAGE>



Please print name and address of Registered Holder:


_______________________________          _____________________________________
Name                                     Social Security or other Taxpayer
                                         Identification Number, if any

Address

_______________________________
_______________________________
_______________________________
_______________________________





















                                      C-2

<PAGE>



                                                                     EXHIBIT D

                     NOTICE FROM PURCHASE CONTRACT AGENT
                                  TO HOLDERS
        (Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]

_______________________________

_______________________________
Attention:
Telecopy: __________

             Re:  [__________ Corporate MEDS] [______ Treasury MEDS] of KeySpan
                  Corporation, a New York corporation (the "Company")

         Please refer to the Purchase Contract Agreement, dated as of May 6,
2002 (the "Purchase Contract Agreement"; unless otherwise defined herein,
terms defined in the Purchase Contract Agreement are used herein as defined
therein), between the Company and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the holders of Corporate MEDS and [Applicable
Ownership Interests (as specified in clause (i) of the definition of such
term)] Treasury MEDS from time to time.

         We hereby notify you that a Termination Event has occurred and that
[the Notes] [Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) of the Treasury Portfolio] [the Treasury Securities]
compromising a portion of your ownership interest in _____ [Corporate MEDS]
[Treasury MEDS] have been released and are being held by us for your account
pending receipt of transfer instructions with respect to such [Notes][Treasury
Securities] (the "Released Securities").

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




                                      D-1

<PAGE>



Date:                                    By: [                               ]


                                         _____________________________________
                                         Name:
                                         Title:  Authorized Signatory















                                      D-2

<PAGE>



                                                                     EXHIBIT E

                           NOTICE TO SETTLE BY CASH

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001
Attention: Institutional Trust Services

             Re:  [_______ Corporate MEDS] [Treasury MEDS] of KeySpan
                  Corporation, a New York corporation (the "Company")

         The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.02 of the Purchase Contract Agreement, dated as of May 6, 2002
(the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined
therein), between the Company and you, as Purchase Contract Agent and as
Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder
has elected to pay to the Securities Intermediary for deposit in the
Collateral Account, prior to or on 11:00 a.m. (New York City time) on the
fourth Business Day immediately preceding the Purchase Contract Settlement
Date (in lawful money of the United States by certified or cashiers' check or
wire transfer, in immediately available funds), $______ as the Purchase Price
for the shares of Common Stock issuable to such Holder by the Company with
respect to _____ Purchase Contracts on the Purchase Contract Settlement Date.
The undersigned Holder hereby instructs you to notify promptly the Collateral
Agent of the undersigned Holders' election to make such Cash Settlement with
respect to the Purchase Contracts related to such Holder's [Corporate MEDS]
[Treasury MEDS].

Date:__________________________          _____________________________________
                                         Signature


                                         Signature Guarantee:_________________



Please print name and address of Registered Holder:






                                      E-1

<PAGE>



                                                                     EXHIBIT F

                      NOTICE FROM PURCHASE CONTRACT AGENT
                              TO COLLATERAL AGENT
             (Settlement of Purchase Contract through Remarketing)

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286
Attention: Corporate Trust Administration


             Re:  __________ Corporate MEDS of KeySpan Corporation, a New York
                  corporation (the "Company")

         Please refer to the Purchase Contract Agreement, dated as of May 6,
2002 (the "Purchase Contract Agreement"; unless otherwise defined herein,
terms defined in the Purchase Contract Agreement are used herein as defined
therein), between the Company and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the Holders of Corporate MEDS from time to time.

         In accordance with Section 5.02 of the Purchase Contract Agreement
and, based on notices of [Early Settlements][Cash Settlements] received from
Holders of Corporate MEDS as of 11:00 a.m. (New York City time), on the
Business Day immediately preceding the [Initial Remarketing Date] [Final
Remarketing Date], we hereby notify you that an aggregate principal amount of
$______ Notes are to be tendered for purchase in the Remarketing.

Date:                                    By:  JPMorgan Chase Bank



                                         _____________________________________
                                         Name:
                                         Title:  Authorized Signatory




                                      F-1