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                                                                     EXHIBIT 4.7

                                                                  EXECUTION COPY

                                PLEDGE AGREEMENT

                             DATED AS OF MAY 6, 2002

                                      AMONG

                               ALLTEL CORPORATION

                                       AND

                                 WACHOVIA BANK,
                              NATIONAL ASSOCIATION
                      AS COLLATERAL AGENT, CUSTODIAL AGENT
                           AND SECURITIES INTERMEDIARY

                                       AND

                           J. P. MORGAN TRUST COMPANY,
                              NATIONAL ASSOCIATION
                           AS PURCHASE CONTRACT AGENT

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                  PLEDGE AGREEMENT, dated as of May 6, 2002 (this "Agreement"),
among ALLTEL Corporation, a Delaware corporation (the "Company"), Wachovia Bank,
National Association, a national banking association organized under the laws of
the Unites States of America ("Wachovia"), not individually but solely as
collateral agent (in such capacity, together with its successors in such
capacity, the "Collateral Agent"), as custodial agent (in such capacity,
together with its successors in such capacity, the "Custodial Agent") and as
"securities intermediary" as defined in Section 8-102(a)(14) of the Code (as
defined herein) (in such capacity, together with its successors in such
capacity, the "Securities Intermediary"), and J. P. Morgan Trust Company,
National Association, not individually but solely as purchase contract agent and
as attorney-in-fact of the Holders (as defined in the Purchase Contract
Agreement) from time to time of the Securities (as hereinafter defined) (in such
capacity, together with its successors in such capacity, the "Purchase Contract
Agent") under the Purchase Contract Agreement (as hereinafter defined).

                                    RECITALS

                  WHEREAS, the Company and the Purchase Contract Agent are
parties to the Purchase Contract Agreement, dated as of the date hereof (as
modified and supplemented and in effect from time to time, the "Purchase
Contract Agreement"), pursuant to which there may be issued 25,000,000 Equity
Units of the Company (or 28,750,000 Equity Units if the underwriters'
overallotment option is exercised in full), each having a stated amount of $50
(the "Stated Amount") per Equity Unit; and

                  WHEREAS, the Equity Units will initially consist of 25,000,000
units (or 28,750,000 units if the underwriters' overallotment option is
exercised in full) (referred to as "Corporate Units") with a stated amount, per
Corporate Unit, equal to the Stated Amount. Each Corporate Unit will initially
consist of (a) a stock purchase contract (the "Purchase Contract") pursuant to
which the Holder will purchase from the Company not later than May 17, 2005 (the
"Purchase Contract Settlement Date"), for an amount of cash equal to the Stated
Amount, a number of newly issued shares of common stock, $1.00 par value per
share (the "Common Stock"), of the Company equal to the Settlement Rate and (b)
either beneficial ownership of a Note (as defined below) or, following a
Successful Initial Remarketing or a Tax Event Redemption, the Applicable
Ownership Interest in the Treasury Portfolio; and

                  WHEREAS, if Holders of Corporate Units substitute collateral
as contemplated by Section 4.1 hereof, each unit created thereby (referred to as
"Treasury Units" and, together with the Corporate Units, the "Securities") will
initially consist of (a) a Purchase Contract pursuant to which the Holders will
purchase from the Company on the Purchase Contract Settlement Date, for an
amount in cash equal to the Stated Amount, a number of newly issued shares of
Common Stock of the Company, equal to the Settlement Rate, and (b) a 1/20, or
5.0%, undivided beneficial ownership interest in a zero-coupon U.S. Treasury
Security (CUSIP No. 912803AD5) having a principal amount at maturity equal to
$1,000 and maturing on May 15, 2005 (the "Treasury Securities"); and

                  WHEREAS, pursuant to the terms of the Indenture (as defined
below), the Company will issue $1,250,000,000 aggregate principal amount of the
Company's senior notes

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due May 17, 2007 (or $1,437,500,000 if the underwriters' overallotment option is
exercised in full) (the "Notes"), each having a principal amount equal to $50;
and

                  WHEREAS, pursuant to the terms of the Purchase Contract
Agreement and the Purchase Contracts, the Holders from time to time of the
Securities have irrevocably authorized the Purchase Contract Agent, as
attorney-in-fact of such Holders, among other things, to execute and deliver
this Agreement on behalf of such Holders and to grant the Pledge provided hereby
of the Notes, any Applicable Ownership Interest in the Treasury Portfolio and
the Pledged Treasury Securities to secure each Holder's obligations under the
related Purchase Contract, as provided herein and subject to the terms hereof;
and

                  WHEREAS, upon such Pledge, the Pledged Notes or the Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, and the
Pledged Treasury Securities will be beneficially owned by the Holders but will
be owned of record by the Purchase Contract Agent or the Securities Intermediary
subject to the Pledge hereunder.

                  NOW THEREFORE, in consideration of the foregoing premises, the
Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent
and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for,
and on behalf of, of the Holders from time to time of the Securities, agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

                  (c)      initially capitalized terms used but not otherwise
defined herein have the meanings assigned to such terms in the Purchase Contract
Agreement; and

                  (d)      the following terms have the meanings assigned to
them in this subsection (d):

                  "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.

                  "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.

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

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

                  "Code" has the meaning specified in Section 6.1 hereof.

                  "Collateral" has the meaning specified in Section 2.1 hereof.

                  "Collateral Account" means the segregated securities account
(number 7576002135) maintained at Wachovia in the name "J. P. Morgan Trust
Company, National Association, as Purchase Contract Agent on behalf of the
holders of certain securities of ALLTEL Corporation, Collateral Account subject
to the security interest of Wachovia, as Collateral Agent, for the benefit of
ALLTEL Corporation, as pledgee" and any successor account.

                  "Collateral Agent" has the meaning specified in the first
paragraph of this Agreement.

                  "Common Stock" has the meaning specified in the Recitals.

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

                  "Corporate Units" has the meaning specified in the Recitals.

                  "Custodial Agent" has the meaning specified in the first
paragraph of this Agreement.

                  "Entitlement Orders" has the meaning specified in Section
8-102(a)(8) of the Code.

                  "Financial Asset" has the meaning specified in Section
8-102(a) of the Code.

                  "Intermediary" means any entity that in the ordinary course of
its business maintains securities accounts for others and is acting in that
capacity.

                  "Notes" has the meaning specified in the Recitals.

                  "Note Trustee" means J. P. Morgan Trust Company, National
Association, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

                  "Permitted Investments" means any one of the following which
shall mature not later than the next succeeding Business Day: (i) any evidence
of indebtedness with an original

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maturity of 365 days or less issued, or directly and fully guaranteed or
insured, by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof or such indebtedness constitutes a general
obligation of it); (ii) deposits, certificates of deposit or acceptances with an
original maturity of 365 days or less of any institution which is a member of
the Federal Reserve System having combined capital and surplus and undivided
profits of not less than US $200.0 million at the time of deposit; (iii)
investments with an original maturity of 365 days or less of any Person that is
fully and unconditionally guaranteed by a bank referred to in clause (ii); (iv)
investments in commercial paper, other than commercial paper issued by the
Company or its affiliates, of any corporation incorporated under the laws of the
United States or any State thereof, which commercial paper has a rating at the
time of purchase at least equal to "A-1" by Standard & Poor's Ratings Services
("S&P") or at least equal to "P-1" by Moody's Investors Service, Inc.
("Moody's"); and (v) investments in money market funds registered under the
Investment Company Act of 1940, as amended, rated in the highest applicable
rating category by S&P or Moody's.

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

                  "Pledge" has the meaning specified in Section 2.1 hereof.

                  "Pledged Notes" has the meaning specified in Section 2.1
hereof.

                  "Pledged Treasury Securities" has the meaning specified in
Section 2.1 hereof.

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

                  "Proceeds" means all interest, dividends, cash, instruments,
securities, Financial Assets and other property from time to time received,
receivable or otherwise distributed upon the sale, exchange, maturity,
collection or disposition of the Collateral or any proceeds thereof.

                  "Purchase Contract" has the meaning specified in the Recitals.

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

                  "Purchase Contract Agreement" has the meaning specified in the
Recitals.

                  "Purchase Contract Settlement Date" has the meaning specified
in the Recitals.

                  "Securities" has the meaning specified in the Recitals.

                  "Securities Intermediary" has the meaning specified in the
first paragraph of this Agreement.

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                  "Security Entitlement" has the meaning set forth in Section
8-102(a)(17) of the Code.

                  "Separate Notes" means any Notes that are not Pledged Notes.

                  "Stated Amount" has the meaning specified in the Recitals.

                  "Supplemental Remarketing Agreement" means the Supplemental
Remarketing Agreement, as defined in the Remarketing Agreement.

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

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

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

                  "Transfer" means, except as otherwise expressly provided
herein, with respect to the Collateral and in accordance with the instructions
of the Collateral Agent, the Purchase Contract Agent or the Holder, as
applicable:

                  (i)      in the case of Collateral consisting of securities
         which cannot be delivered by book-entry or which the parties agree are
         to be delivered in physical form, delivery in appropriate physical form
         to the recipient accompanied by any duly executed instruments of
         transfer, assignments in blank, transfer tax stamps and any other
         documents necessary to constitute a legally valid transfer to the
         recipient;

                  (ii)     in the case of Collateral consisting of securities
         maintained in book-entry form by causing a "securities intermediary"
         (as defined in Section 8-102(a)(14) of the Code) to (i) credit a
         "security entitlement" (as defined in Section 8-102(a)(17) of the Code)
         with respect to such securities to a "securities account" (as defined
         in Section 8-501(a) of the Code) maintained by or on behalf of the
         recipient and (ii) to issue a confirmation to the recipient with
         respect to such credit. In the case of Collateral to be delivered to
         the Collateral Agent, the Securities Intermediary shall be the
         securities intermediary and the securities account shall be the
         Collateral Account.

                  "Treasury Securities" has the meaning specified in the
Recitals.

                  "Treasury Units" has the meaning specified in the Recitals.

                  "Value" with respect to any item of Collateral on any date
means, as to (i) a Note, the principal amount thereof, (ii) Cash, the face
amount thereof and (iii) Treasury Securities, the aggregate principal amount
thereof at maturity.

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                                    ARTICLE II
                         PLEDGE; CONTROL AND PERFECTION

                  Section 2.1  The Pledge. (a) The Holders from time to time as
beneficial owners of the Collateral (as defined below) acting through the
Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract
Agent, as nominal owner of the Collateral, each hereby pledges and grants to the
Collateral Agent, for the benefit of the Company, as collateral security for the
performance when due (whether at stated settlement date or earlier settlement
date) by such Holders of their respective obligations under the Purchase
Contracts, a security interest in and to, and a first lien upon, all of the
right, title and interest of the Purchase Contract Agent and such Holders (a) in
the Notes constituting a part of the Securities, any Treasury Securities
delivered in exchange for any Notes (or, if applicable, the Applicable Ownership
Interest in the Treasury Portfolio), and any Notes (or, if applicable, the
Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange
for any Treasury Securities, in accordance with Article IV hereof, in each case
that have been Transferred to or received by the Collateral Agent and not
released by the Collateral Agent to such Holders under the provisions of this
Agreement; (b) in payments made by Holders pursuant to Section 4.4 hereof; (c)
in the Collateral Account and all securities, Financial Assets, Cash and other
property credited thereto and all Security Entitlements related thereto; (d) in
the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by
the Collateral Agent upon the occurrence of a Successful Initial Remarketing or
a Tax Event Redemption as provided in Article VI, or otherwise, and (e) all
Proceeds of the foregoing (all of the foregoing, collectively, the
"Collateral").

                  Prior to or concurrently with the execution and delivery of
this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of
the Securities, shall cause the Notes comprising a part of the Corporate Units
to be Transferred to the Collateral Agent for the benefit of the Company as
secured party. Such Notes shall be Transferred by physically delivering such
Notes to the Securities Intermediary indorsed in blank (or accompanied by a bond
power indorsed in blank) and causing the Securities Intermediary to credit the
Collateral Account with such Notes such that the Notes or the Security
Entitlements with respect to such Notes are credited to the Collateral Account.
In the event a Holder of Corporate Units so elects, such Holder may Transfer
Treasury Securities to the Collateral Agent for the benefit of the Company as
provided in Section 4.1 hereof in exchange for the release by the Collateral
Agent on behalf of the Company of Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, with an aggregate
principal amount equal to the aggregate principal amount of the Treasury
Securities so Transferred, in the case of Notes, or with an appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio equal to the aggregate principal amount of
the Treasury Securities so Transferred, upon notice from the Company to the
Collateral Agent that a Successful Initial Remarketing or a Tax Event Redemption
has occurred, to the Purchase Contract Agent on behalf of such Holder. In the
event that a Holder of Treasury Units so elects, such Holder may Transfer Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio to
the Collateral Agent for the benefit of the Company as provided in Section 4.2
hereof in exchange for the release by the Collateral Agent on behalf of the
Company of Treasury Securities with an aggregate principal amount at maturity
equal to the aggregate principal amount of the Notes or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio so transferred to the Purchase Contract
Agent on behalf of

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such Holder. Treasury Securities and the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as applicable, shall be Transferred to the
Collateral Account maintained by the Collateral Agent at the Securities
Intermediary by book-entry transfer to the Collateral Account in accordance
with the TRADES Regulations and other applicable law and by the notation by the
Securities Intermediary on its books that a Security Entitlement with respect
to such Treasury Securities or appropriate Applicable Ownership Interest of the
Treasury Portfolio has been credited to the Collateral Account.

                  (b)      For purposes of perfecting the Pledge under
applicable law, including, to the extent applicable, the TRADES Regulations or
the Uniform Commercial Code as adopted and in effect in any applicable
jurisdiction, the Collateral Agent shall be the agent of the Company as
provided herein. The pledge and grant of a security interest and first lien
provided in this Section 2.1 is herein referred to as the "Pledge" and the
Notes or Treasury Securities subject to the Pledge, excluding any Notes that
are delivered pursuant to Section 6.2 hereof or Treasury Securities released
from the Pledge as provided in Article IV hereof, are herein referred to as
"Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to
the Pledge and the provisions of Section 2.2 hereof, the Holders from time to
time shall have full beneficial ownership of the Collateral. Whenever directed
by the Collateral Agent acting on behalf of the Company, the Securities
Intermediary shall have the right to reregister the Notes or any other
securities held in physical form in its name.

                  Except as may be required in order to release Notes in
connection with a Holder's election to convert its investment from Corporate
Units to Treasury Units, or except as otherwise required to release Notes as
specified herein, neither the Collateral Agent nor the Securities Intermediary
shall relinquish physical possession of any certificate evidencing a Note prior
to the termination of this Agreement, except Notes may be held in any clearing
corporation in an account including only assets of customers of the Collateral
Agent or Securities Intermediary. If it becomes necessary for the Collateral
Agent to relinquish physical possession of a certificate in order to release a
portion of the Notes evidenced thereby from the Pledge, the Collateral Agent
shall use commercially reasonable efforts to obtain physical possession of a
replacement certificate evidencing any Notes remaining subject to the Pledge
hereunder registered to it or indorsed in blank (or accompanied by a stock or
bond power indorsed in blank) within fifteen days of the date it relinquished
possession. The Collateral Agent shall promptly notify the Company of the
Collateral Agent's failure to obtain possession of any such replacement
certificate as required hereby.

                  Section 2.2  Control and Perfection. (a) In connection with
the Pledge granted in Section 2.1 hereof, and subject to the other provisions
of this Agreement, the Holders from time to time acting through the Purchase
Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent each
hereby authorizes and directs the Securities Intermediary (without the
necessity of obtaining the further consent of the Purchase Contract Agent or
any of the Holders), and the Securities Intermediary agrees, to comply with and
follow any instructions and Entitlement Orders that the Collateral Agent on
behalf of the Company may give in writing with respect to the Collateral
Account, the Collateral credited thereto and any Security Entitlements with
respect to any thereof. Such instructions and Entitlement Orders may, without
limitation, direct the Securities Intermediary to transfer, redeem, sell,
liquidate, assign, deliver or otherwise dispose of the Notes, the Treasury
Securities, the Treasury Portfolio, and any Security

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Entitlements with respect thereto and to pay and deliver any income, proceeds
or other funds derived therefrom to the Company. The Holders from time to time
acting through the Purchase Contract Agent hereby further authorize and direct
the Collateral Agent, as agent of the Company, to itself issue instructions and
Entitlement Orders, and to otherwise take action, with respect to the
Collateral Account, the Collateral credited thereto and any security
entitlements with respect thereto, pursuant to the terms and provisions hereof,
all without the necessity of obtaining the further consent of the Purchase
Contract Agent or any of the Holders. The Collateral Agent shall be the agent
of the Company and shall act only as directed in writing by the Company.
Without limiting the generality of the foregoing, the Collateral Agent shall
issue Entitlement Orders to the Securities Intermediary when and as directed by
the Company.

                  (b)      The Collateral Agent hereby confirms and agrees
that: (i) all securities or other property underlying any Financial Assets
credited to the Collateral Account shall be registered in the name of the
Collateral Agent, indorsed to the Collateral Agent or in blank or credited to
another securities account maintained in the name of the Collateral Agent and
in no case will any Financial Asset credited to the Collateral Account be
registered in the name of the Purchase Contract Agent, the Company or any
Holder, payable to the order of, or specially indorsed to, the Purchase
Contract Agent, the Company or any Holder except to the extent the foregoing
have been specially indorsed to the Collateral Agent or in blank; (ii) all
property delivered to the Collateral Agent pursuant to this Pledge Agreement
(including, without limitation, any Notes, the Treasury Portfolio or Treasury
Securities) will be promptly credited on the books of the Securities
Intermediary to the Collateral Account; (iii) the Collateral Account is an
account to which Financial Assets are or may be credited, and the Securities
Intermediary shall, subject to the terms of this Agreement, treat the
Collateral Agent as entitled to exercise the rights of any Financial Asset
credited to the Collateral Account; (iv) the Securities Intermediary has not
entered into, and until the termination of this Agreement will not enter into,
any agreement with any other person relating to the Collateral Account and/or
any Financial Assets credited thereto pursuant to which it has agreed to comply
with Entitlement Orders of such other person; and (v) the Securities
Intermediary has not entered into, and until the termination of this Agreement
will not enter into, any agreement with the Company, any Holder or the Purchase
Contract Agent purporting to limit or condition the obligation of the
Securities Intermediary to comply with Entitlement Orders as set forth in this
Section 2.2 hereof.

                  (c)      The Securities Intermediary hereby agrees that each
item of property (whether investment property, financial asset, security,
instrument or Cash) credited to the Collateral Account shall be treated as a
Financial Asset.

                  (d)      In the event of any conflict between this Agreement
(or any portion thereof) and any other agreement now existing or hereafter
entered into, the terms of this Agreement shall prevail.

                  (e)      The Purchase Contract Agent hereby irrevocably
constitutes and appoints the Collateral Agent and the Company, with full power
of substitution, as the Purchase Contract Agent's attorneys-in-fact to take on
behalf of, and in the name, place and stead of, the Purchase Contract Agent and
the Holders, any action necessary or desirable to perfect and to keep perfected
the security interest in the Collateral referred to in Section 2.1 hereof. The
grant of such power-of-attorney shall not be deemed to require of the
Collateral Agent any specific duties

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or obligations not otherwise assumed by the Collateral Agent hereunder, it
being hereby acknowledged and agreed that the Collateral Agent shall have no
duty to file or record any documents in any jurisdiction for purposes of
perfecting or maintaining the security interest in the Collateral except those
that it shall be directed in writing to execute by the Company.

                                    ARTICLE III
                       DISTRIBUTIONS ON PLEDGED COLLATERAL

                  So long as the Purchase Contract Agent is the registered owner
of the Pledged Notes, it shall receive all payments thereon. If the Pledged
Notes are reregistered, such that the Collateral Agent becomes the registered
holder, all payments of principal on the Pledged Notes or, if applicable, the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, or interest payments on the
Pledged Notes or on the appropriate Applicable Ownership Interest (as specified
in clause (B) of the definition of such term) of the Treasury Portfolio, as the
case may be, and all payments of the principal of, or cash distributions on, any
Pledged Treasury Securities received by the Collateral Agent that are properly
payable hereunder, shall be paid by the Collateral Agent by wire transfer in
same day funds:

                  (i)      in the case of (A) interest payments with respect to
the Pledged Notes or the appropriate Applicable Ownership Interest (as
specified in clause (B) of the definition of such term) of the Treasury
Portfolio, as the case may be, and (B) any payments of principal or, if
applicable, the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio with
respect to any Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, that have been released from the Pledge
pursuant to Section 4.1 or 4.3 hereof, to the Purchase Contract Agent, for the
benefit of the relevant Holders of Securities, to the account designated by the
Purchase Contract Agent for such purpose, no later than 2:00 p.m., New York
City time, on the Business Day such payment is received by the Collateral Agent
(provided that in the event such payment is received by the Collateral Agent on
a day that is not a Business Day or after 12:30 p.m., New York City time, on a
Business Day, then such payment shall be made no later than 10:30 a.m., New
York City time, on the next succeeding Business Day);

                  (ii)     in the case of any principal payments with respect to
any Pledged Treasury Securities that have been released from the Pledge
pursuant to Section 4.2 or 4.3 hereof, to the Purchase Contract Agent, for the
benefit of the Holders of the Treasury Units, to the accounts designated by the
Purchase Contract Agent in writing for such purpose, no later than 2:00 p.m.,
New York City time, on the Business Day such payment is received by the
Collateral Agent (provided that in the event such payment is received by the
Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New
York City time, on a Business Day, then such payment shall be made no later
than 10:30 a.m., New York City time, on the next succeeding Business Day); and

                  (iii)    in the case of payments of the Proceeds of any
Pledged Notes or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, or the Proceeds of any Pledged Treasury Securities, to the Company
on the Purchase Contract Settlement Date to the extent of the

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Purchase Price in accordance with the procedure set forth in Section 4.6(a) or
4.6(b) hereof, in full satisfaction of the respective obligations of the
Holders under the related Purchase Contracts and, to the extent such Proceeds
exceed the Purchase Price, to the Purchase Contract Agent for the benefit of
the Holders.

                  All payments received by the Purchase Contract Agent as
provided herein shall be applied by the Purchase Contract Agent pursuant to the
provisions of the Purchase Contract Agreement. If, notwithstanding the
foregoing, the Purchase Contract Agent shall receive any payments of the
principal amount of the Notes or, if applicable, the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
or any amounts referred to in Section 4.3 of the Purchase Contract Agreement on
account of any Pledged Note or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as applicable, that, at the time of such payment, is
subject to the Pledge, or a Holder of Treasury Units shall receive any payments
of principal on account of any Treasury Securities that, at the time of such
payment, are Pledged Treasury Securities, the Purchase Contract Agent or such
Holder shall hold the same as trustee of an express trust for the benefit of the
Company or, in the case of amounts referred to in Section 4.3 of the Purchase
Contract Agreement, for the benefit of the Collateral Agent for and on behalf of
the Company (and promptly deliver the same over to the Company or the Collateral
Agent, as applicable) for application to the obligations of the Holders under
the related Purchase Contracts, and the Holders shall acquire no right, title or
interest in any such payments of principal, or other amounts referred to in this
Section, so received.

                                     ARTICLE IV
             SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES

                  Section 4.1  Substitution for Notes and the Creation of
Treasury Units. At any time on or prior to the fifth Business Day immediately
preceding the Purchase Contract Settlement Date (or on or prior to the second
Business Day immediately preceding the Purchase Contract Settlement Date, if a
Tax Event Redemption or a Successful Initial Remarketing has occurred), a
Holder of Corporate Units shall have the right to substitute Treasury
Securities for the Pledged Notes (or, if a Tax Event Redemption or a Successful
Initial Remarketing has occurred, the appropriate Applicable Ownership Interest
in the Treasury Portfolio) securing such Holder's obligations under the
Purchase Contract(s) comprising a part of its Corporate Units in integral
multiples of 20 Corporate Units by (a) Transferring to the Collateral Agent
Treasury Securities having a Value equal to the aggregate principal amount of
the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in
clause (A) of the definition of such term) in the Treasury Portfolio as the
case may be), to be released and (b) transferring the related Corporate Units
to the Purchase Contract Agent, accompanied by a notice, substantially in the
form of Exhibit B hereto, to the Purchase Contract Agent stating that such
Holder has Transferred the relevant Treasury Securities to the Collateral Agent
pursuant to clause (a) above (stating the Value of the Treasury Securities
Transferred by such Holder) and requesting that the Purchase Contract Agent
instruct the Collateral Agent to release from the Pledge the Pledged Notes or
the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the
case may be, related to such Corporate Units. The Purchase Contract Agent shall
instruct the Collateral Agent pursuant to the form provided in Exhibit A;
provided, however, that if a Tax Event Redemption or a Successful Initial
--------  -------
Remarketing has occurred and the Treasury Portfolio has become a component of
the Corporate Units, Holders of Corporate Units may make such

                                      11

<PAGE>

substitution only in integral multiples of 32,000 Corporate Units at any time
on or prior to the second Business Day immediately preceding the Purchase
Contract Settlement Date. Without limiting the generality of any other
provision herein, in no event shall the Collateral Agent have any liability for
acting in accordance with instructions in the form provided in Exhibit A. Upon
receipt of Treasury Securities from a Holder of Corporate Units and the related
instruction from the Purchase Contract Agent and, if applicable, notice from
the Company that a Successful Initial Remarketing or a Tax Event Redemption has
occurred, the Collateral Agent shall release the Pledged Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the
case may be, and shall promptly Transfer to the securities account specified by
the Purchase Contract Agent such Pledged Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, free and
clear of any lien, pledge or security interest created hereby. All items
Transferred and/or substituted by any Holder pursuant to this Section 4.1,
Section 4.2 or any other Section of this Agreement shall be Transferred and/or
substituted free and clear of all liens, security interests, claims and
encumbrances.

                  Section 4.2  Substitution of Treasury Securities and the
Recreation of Corporate Units. At any time on or prior to the fifth Business
Day immediately preceding the Purchase Contract Settlement Date (or on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing
has occurred), a Holder of Treasury Units shall have the right to recreate
Corporate Units in integral multiples of 20 Treasury Units by (a) Transferring
to the Collateral Agent Notes having a Value equal to the Value of the Pledged
Treasury Securities to be released (or the appropriate Applicable Ownership
Interest of the Treasury Portfolio with the Applicable Ownership Interest (as
defined in clause (A) of the definition of such term) having Value equal to the
Value of the Pledged Treasury Securities to be released) and (b) delivering the
related Treasury Units to the Purchase Contract Agent, accompanied by a notice,
substantially in the form of Exhibit B hereto, to the Purchase Contract Agent
stating that such Holder has transferred the relevant amount of Notes (or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the
case may be) to the Collateral Agent pursuant to clause (a) above and
requesting that the Purchase Contract Agent instruct the Collateral Agent to
release from the Pledge the Pledged Treasury Securities underlying such
Treasury Units. The Purchase Contract Agent shall instruct the Collateral Agent
in the form provided in Exhibit A; provided, however, that if a Tax Event
                                   --------  -------
Redemption or a Successful Initial Remarketing has occurred and the Treasury
Portfolio has become a component of the Corporate Units, Holders of Treasury
Units may make such substitution only in integral multiples of 32,000 Treasury
Units, at any time on or prior to the second Business Day immediately preceding
the Purchase Contract Settlement Date. Without limiting the generality of any
other provision herein, in no event shall the Collateral Agent have any
liability for acting in accordance with instructions in the form provided in
Exhibit A. Upon receipt of the Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, from such Holder and
the instruction from the Purchase Contract Agent, the Collateral Agent shall
release the Treasury Securities having a corresponding aggregate principal
amount from the Pledge and shall promptly Transfer such Treasury Securities,
free and clear of any lien, pledge or security interest created hereby, to the
Purchase Contract Agent.

                  Section 4.3  Termination Event. Upon receipt by the Collateral
Agent of written notice from the Company or the Purchase Contract Agent that
there has occurred a Termination Event, the Collateral Agent shall release all
Collateral from the Pledge and shall

                                      12

<PAGE>

promptly Transfer any Pledged Notes (or the Applicable Ownership Interest of
the Treasury Portfolio if the Company has notified the Collateral Agent that a
Tax Event Redemption or a Successful Initial Remarketing has occurred) and
Pledged Treasury Securities to the Purchase Contract Agent for the benefit of
the Holders of the Corporate Units and the Treasury Units, respectively, free
and clear of any lien, pledge or security interest or other interest created
hereby.

                  If such Termination Event shall result from the Company's
becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall
for any reason fail promptly to effectuate the release and Transfer of all
Pledged Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as
the case may be, as provided by this Section 4.3, the Purchase Contract Agent
shall (i) use reasonable efforts to obtain an opinion of a nationally recognized
law firm reasonably acceptable to the Collateral Agent to the effect that, as a
result of the Company's being the debtor in such a bankruptcy case, the
Collateral Agent will not be prohibited from releasing or Transferring the
Collateral as provided in this Section 4.3, and shall deliver such opinion to
the Collateral Agent within ten days after the occurrence of such Termination
Event, and if (y) the Purchase Contract Agent shall be unable to obtain such
opinion within ten days after the occurrence of such Termination Event or (z)
the Collateral Agent shall continue, after delivery of such opinion, to refuse
to effectuate the release and Transfer of all Pledged Notes, the Treasury
Portfolio or the Pledged Treasury Securities, as the case may be, as provided in
this Section 4.3, then the Purchase Contract Agent shall within fifteen days
after the occurrence of such Termination Event commence an action or proceeding
in the court with jurisdiction of the Company's case under the Bankruptcy Code
seeking an order requiring the Collateral Agent to effectuate the release and
transfer of all Pledged Notes, the Treasury Portfolio or of the Pledged Treasury
Securities, as the case may be, as provided by this Section 4.3 or (ii) commence
an action or proceeding like that described above within ten days after the
occurrence of such Termination Event.

                  Section 4.4  Cash Settlement. (a) Upon receipt by the
Collateral Agent of (i) a notice from the Purchase Contract Agent promptly
after the receipt by the Purchase Contract Agent of such notice that a Holder
of Corporate Units has elected, in accordance with the procedures specified in
Section 5.5(a)(i) of the Purchase Contract Agreement, to settle its Purchase
Contract with Cash and (ii) payment of the Purchase Price by such Holder on or
prior to 11:00 a.m., New York City time, on the Business Day immediately
preceding the Purchase Contract Settlement Date, in lawful money of the United
States by certified or cashiers' check or wire transfer in immediately
available funds payable to or upon the order of the Company, then the
Collateral Agent shall, at the written direction of the Company, promptly
invest any Cash received from a Holder in connection with a Cash Settlement in
Permitted Investments. Upon receipt of the proceeds upon the maturity of the
Permitted Investments on the Purchase Contract Settlement Date, the Collateral
Agent shall pay the portion of such proceeds and deliver any certified or
cashiers' checks received and any funds so wired, in an aggregate amount equal
to the Purchase Price, to the Company on the Purchase Contract Settlement Date,
and shall distribute any funds in respect of the interest earned from the
Permitted Investments to the Purchase Contract Agent for payment to the
relevant Holders.

                  (b)      Unless a Tax Event Redemption or a Successful Initial
Remarketing has occurred, if a Holder of Corporate Units fails to notify the
Purchase Contract Agent of its

                                      13

<PAGE>

intention to make a Cash Settlement in accordance with Section 5.5(a)(i) of the
Purchase Contract Agreement, such failure shall constitute an event of default
under the Purchase Contract Agreement and hereunder, and the Holder shall be
deemed to have consented to the disposition of the Pledged Notes pursuant to
the remarketing as described in Section 5.5(b) of the Purchase Contract
Agreement, which is incorporated herein by reference. If a Holder of Corporate
Units does notify the Purchase Contract Agent as provided in Section 5.5(a)(i)
of the Purchase Contract Agreement of its intention to pay the Purchase Price
in cash, but fails to make such payment as required by Section 5.5(a)(ii) of
the Purchase Contract Agreement, the Pledged Notes of such a Holder will not be
remarketed but instead the Collateral Agent, for the benefit of the Company,
will exercise its rights as a secured party with respect to such Pledged Notes
at the direction of the Company to retain or dispose of the Collateral in
accordance with applicable law. In addition, in the event of a Failed Secondary
Remarketing as described in Section 5.5(b) of the Purchase Contract Agreement,
such Failed Secondary Remarketing shall constitute an additional event of
default hereunder by such Holder and the Collateral Agent, for the benefit of
the Company, will also exercise its rights as a secured party with respect to
such Pledged Notes at the direction of the Company to retain or dispose of the
Collateral in accordance with applicable law.

                  Section 4.5  Early Settlement. Upon written notice to the
Collateral Agent by the Purchase Contract Agent that one or more Holders of
Securities have elected to effect Early Settlement of their respective
obligations under the Purchase Contracts forming a part of such Securities in
accordance with the terms of the Purchase Contracts and the Purchase Contract
Agreement (setting forth the number of such Purchase Contracts as to which such
Holders have elected to effect Early Settlement), and that the Purchase
Contract Agent has received from such Holders, and paid to the Company as
confirmed in writing by the Company, the related Early Settlement Amounts
pursuant to the terms of the Purchase Contracts and the Purchase Contract
Agreement and that all conditions to such Early Settlement have been satisfied,
then the Collateral Agent shall release from the Pledge, (a) Pledged Notes or
the appropriate Applicable Ownership Interest of the Treasury Portfolio in the
case of a Holder of Corporate Units or (b) Pledged Treasury Securities in the
case of a Holder of Treasury Units, as the case may be, in each case with an
aggregate principal amount, as the case may be, equal to the product of (i) the
Stated Amount times (ii) the number of such Purchase Contracts as to which such
Holders have elected to effect Early Settlement and shall Transfer all such
Pledged Notes, the appropriate Applicable Ownership Interest of the Treasury
Portfolio or the Pledged Treasury Securities, as the case may be, free and
clear of the Pledge created hereby, to the Purchase Contract Agent for the
benefit of such Holders.

                  Section 4.6  Application of Proceeds; Settlement. (a) In the
event a Holder of Corporate Units (unless a Tax Event Redemption or a
Successful Initial Remarketing has occurred) has not elected to make an
effective Cash Settlement by notifying the Purchase Contract Agent (with a copy
to the Collateral Agent) in the manner provided for in paragraph 5.5(a)(i) in
the Purchase Contract Agreement and has not made an Early Settlement of the
Purchase Contracts underlying its Corporate Units, such Holder shall be deemed
to have elected to pay for the shares of Common Stock to be issued under such
Purchase Contracts from the Proceeds of the related Pledged Notes. The
Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth
Business Day immediately preceding the Purchase Contract Settlement Date,
without any instruction from such Holder of Corporate Units, present the
related Pledged

                                      14

<PAGE>

Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged
Notes, the Remarketing Agent, pursuant to the terms of the Remarketing
Agreement and the Supplemental Remarketing Agreement, will use its reasonable
efforts to remarket such Pledged Notes on such date at a price of approximately
100.5% (but not less than 100%) of the aggregate Value of such Pledged Notes.
After deducting as the Remarketing Fee an amount not exceeding 25 basis points
(.25%) of the aggregate Value of the remarketed Pledged Notes from any amount
of such Proceeds in excess of the aggregate Value of the Remarketed Pledged
Notes, the Remarketing Agent will remit the entire amount of the Proceeds of
such remarketing to the Collateral Agent. On the Purchase Contract Settlement
Date, the Collateral Agent shall remit to the Company that portion of the
Proceeds from such remarketing equal to the aggregate Value of such remarketed
Pledged Notes to satisfy in full the obligations of such Holders of Corporate
Units to pay the Purchase Price to purchase the Common Stock under the related
Purchase Contracts. The remaining portion of such Proceeds, if any, shall be
remitted by the Collateral Agent to the Purchase Contract Agent for payment to
the Holders. If the Remarketing Agent advises the Collateral Agent in writing
that it cannot remarket the related Pledged Notes of such Holders of Corporate
Units at a price not less than 100% of the aggregate Value of such Pledged
Notes or if the remarketing shall not have occurred because a condition
precedent to the remarketing shall not have been fulfilled, thus resulting in a
Failed Secondary Remarketing and an event of default under the Purchase
Contract Agreement and hereunder, the Collateral Agent, for the benefit of the
Company will, at the written direction of the Company, retain or dispose of the
Pledged Notes in accordance with applicable law and satisfy in full, from any
such disposition or retention, such Holder's obligation to pay the Purchase
Price for the Common Stock.

                  (b)      In the event a Holder of Treasury Units or Corporate
Units (if a Tax Event Redemption or a Successful Initial Remarketing has
occurred) has not made an Early Settlement of the Purchase Contracts underlying
its Treasury Units or Corporate Units, such Holder shall be deemed to have
elected to pay for the shares of Common Stock to be issued under such Purchase
Contracts from the Proceeds of the related Pledged Treasury Securities or the
appropriate Applicable Ownership Interest (as defined in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be. On the
Business Day immediately prior to the Purchase Contract Settlement Date, the
Collateral Agent shall, at the written direction of the Purchase Contract
Agent, which written direction shall be furnished to the Collateral Agent prior
to 11:30 a.m., New York City time, invest the Cash proceeds of the maturing
Pledged Treasury Securities or the maturing appropriate Applicable Ownership
Interest (as defined in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, in Permitted Investments; provided,
                                                                  --------
however, that if the Collateral Agent shall not receive any written direction
-------
by 11:30 a.m. New York City time, on such date, the Collateral Agent shall
invest such proceeds in Permitted Investments of the type specified in clause
(v) of the definition of Permitted Investments. Without receiving any
instruction from any such Holder of Treasury Units or Corporate Units, the
Collateral Agent shall remit to the Company that portion of the Proceeds of the
related Pledged Treasury Securities or appropriate Applicable Ownership
Interest (as defined in clause (A) of the definition of such term) of the
Treasury Portfolio equal to the aggregate Purchase Price of such Purchase
Contracts on the Purchase Contract Settlement Date.

                  In the event the sum of the Proceeds from the related Pledged
Treasury Securities or appropriate Applicable Ownership Interest (as defined in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, and the investment earnings from the

                                      15

<PAGE>

investment in Permitted Investments is in excess of the aggregate Purchase
Price of the Purchase Contracts being settled thereby, the Collateral Agent
shall remit such excess, when received, to the Purchase Contract Agent for the
benefit of the Holders.

                  (c)      Pursuant to the Remarketing Agreement and subject
to the terms of the Supplemental Remarketing Agreement, on or prior to the
second Business Day immediately preceding the Initial Remarketing Date or the
Secondary Remarketing Date, as applicable, but no earlier than the Payment Date
immediately preceding such date, holders of Separate Notes may elect to have
their Separate Notes remarketed by delivering their Separate Notes, together
with a notice of such election, substantially in the form of Exhibit C hereto,
to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in
an account separate from the Collateral Account. A holder of Separate Notes
electing to have its Separate Notes remarketed will also have the right to
withdraw such election by written notice to the Custodial Agent, substantially
in the form of Exhibit D hereto, on or prior to the second Business Day
immediately preceding the Initial Remarketing Date or the Secondary Remarketing
Date, as applicable, upon which notice the Custodial Agent shall return such
Separate Notes to such holder.

                  On the Business Day immediately preceding the Initial
Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial
Agent shall notify the Remarketing Agent of the aggregate principal amount of
the Separate Notes to be remarketed and will deliver to the Remarketing Agent
for remarketing all Separate Notes delivered to the Custodial Agent pursuant to
this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such
date. After deducting the Remarketing Fee to the extent permitted under the
terms of the Remarketing Agreement, the Remarketing Agent will remit to the
Custodial Agent the remaining portion of the proceeds for the benefit of such
holders. In the event of a Failed Initial Remarketing or a Failed Secondary
Remarketing, as applicable, the Remarketing Agent will promptly return such
Separate Notes to the Custodial Agent for redelivery to such holders.

                                     ARTICLE V
                              VOTING RIGHTS - NOTES

                  The Purchase Contract Agent may exercise, or refrain from
exercising, any and all voting and other consensual rights pertaining to the
Pledged Notes or any part thereof for any purpose not inconsistent with the
terms of this Agreement and in accordance with the terms of the Purchase
Contract Agreement; provided, that the Purchase Contract Agent shall give the
Company and the Collateral Agent at least five days' prior written notice of the
manner in which it intends to exercise, or its reasons for refraining from
exercising, any such right. Upon receipt of any notices and other communications
in respect of any Pledged Notes, including notice of any meeting at which
holders of Notes are entitled to vote or solicitation of consents, waivers or
proxies of holders of Notes, the Collateral Agent shall use reasonable efforts
to send promptly to the Purchase Contract Agent such notice or communication,
and as soon as reasonably practicable after receipt of a written request
therefor from the Purchase Contract Agent, execute and deliver to the Purchase
Contract Agent such proxies and other instruments in respect of such Pledged
Notes (in form and substance satisfactory to the Collateral Agent) as are
prepared by the Purchase Contract Agent with respect to the Pledged Notes.

                                      16

<PAGE>

                                  ARTICLE VI
                  RIGHTS AND REMEDIES; TAX EVENT REDEMPTION

                  Section 6.1  Rights and Remedies of the Collateral Agent.
(a) In addition to the rights and remedies specified in Section 4.4 hereof or
otherwise available at law or in equity, after an event of default hereunder,
the Collateral Agent shall have all of the rights and remedies with respect to
the Collateral of a secured party under the Uniform Commercial Code (or any
successor thereto) as in effect in the State of New York from time to time (the
"Code") (whether or not, to the extent permitted by law, the Code is in effect
in the jurisdiction where the rights and remedies are asserted) and the TRADES
Regulations and such additional rights and remedies to which a secured party is
entitled under the laws in effect in any jurisdiction where any rights and
remedies hereunder may be asserted. Wherever reference is made in this
Agreement to any section of the Code, such reference shall be deemed to include
a reference to any provision of the Code, which is a successor to, or amendment
of, such section. Without limiting the generality of the foregoing, such
remedies may include, to the extent permitted by applicable law, (i) retention
of the Pledged Notes or other Collateral in full satisfaction of the Holders
obligations under the Purchase Contracts or (ii) sale of the Pledged Notes or
other Collateral in one or more public or private sales.

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

                  (c)      Without limiting any rights or powers otherwise
granted by this Agreement to the Collateral Agent, the Collateral Agent is
hereby irrevocably authorized to receive and collect all payments of (i)
principal and interest on the Pledged Notes, (ii) the principal amount of the
Pledged Treasury Securities, or (iii) the appropriate Applicable Ownership
Interest of the Treasury Portfolio, subject, in each case, to the provisions of
Article III, and as otherwise granted herein.

                  (d)      The Purchase Contract Agent, individually and as
attorney-in-fact for each Holder of Securities, agrees that, from time to time,
upon the written request of the Collateral Agent, the Purchase Contract Agent
or such Holder shall execute and deliver such further documents and do such
other acts and things as the Collateral Agent may reasonably request in order
to maintain the Pledge, and the perfection and priority thereof, and to confirm
the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall
have no liability to any

                                      17

<PAGE>

Holder for executing any documents or taking any such acts requested by the
Collateral Agent hereunder, except for liability for its own negligent act, its
own negligent failure to act or its own willful misconduct.

                  Section 6.2  Tax Event Redemption. Upon the occurrence of a
Tax Event Redemption prior to the Purchase Contract Settlement Date, the
aggregate Redemption Price payable on the Tax Event Redemption Date with
respect to the Pledged Notes shall be delivered to the Collateral Agent by the
Note Trustee on or prior to 12:00 p.m., New York City time, by check or wire
transfer in immediately available funds at such place and at such account as
may be designated by the Collateral Agent in exchange for the Pledged Notes. In
the event the Collateral Agent receives such Redemption Price, the Collateral
Agent will, at the written direction of the Company, apply an amount, out of
such Redemption Price, equal to the aggregate Redemption Amount with respect to
the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio
and promptly remit the remaining portion of such Redemption Price to the
Purchase Contract Agent for payment to the Holders of Corporate Units. The
Collateral Agent shall Transfer the Treasury Portfolio to the Collateral
Account to secure the obligation of all Holders of Corporate Units to purchase
Common Stock of the Company under the Purchase Contracts constituting a part of
such Corporate Units, in substitution for the Pledged Notes. Thereafter the
Collateral Agent shall have such security interests, rights and obligations
with respect to the Treasury Portfolio as it had in respect of the Pledged
Notes as provided in Articles II, III, IV, V and VI, and any reference herein
to the Notes shall be deemed to be reference to such Treasury Portfolio, and
any reference herein to interest on the Notes shall be deemed to be a reference
to distributions on such Treasury Portfolio.

                  Section 6.3  Initial Remarketing. The Collateral Agent shall,
by 10:00 a.m., New York City time, on the fourth Business Day immediately
preceding February 17, 2005, without any instruction from any Holder of
Corporate Units, present the related Pledged Notes to the Remarketing Agent for
remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, pursuant
to the terms of the Remarketing Agreement, will use its reasonable efforts to
remarket such Pledged Notes on such date at a price of approximately 100.5%
(but not less than 100%) of the Treasury Portfolio Purchase Price. After
deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%)
of the Treasury Portfolio Purchase Price from any amount of such Proceeds in
excess of the Treasury Portfolio Purchase Price, the Remarketing Agent will
remit the entire amount of the Proceeds of such remarketing to the Collateral
Agent on or prior to 12:00 p.m., New York City time on February 17, 2005, by
check or wire transfer in immediately available funds at such place and at such
account as may be designated by the Collateral Agent in exchange for the
Pledged Notes. In the event the Collateral Agent receives such Proceeds, the
Collateral Agent will, at the written direction of the Company, apply an amount
equal to the Treasury Portfolio Purchase Price to purchase from the Quotation
Agent the Treasury Portfolio and promptly remit the remaining portion of such
Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate
Units. The Collateral Agent shall Transfer the Treasury Portfolio to the
Collateral Account to secure the obligation of all Holders of Corporate Units
to purchase Common Stock of the Company under the Purchase Contracts
constituting a part of such Corporate Units, in substitution for the Pledged
Notes. Thereafter the Collateral Agent shall have such security interests,
rights and obligations with respect to the Treasury Portfolio as it had in
respect of the Pledged Notes as provided in Articles II, III, IV, V and VI, and
any reference herein to the Notes shall be deemed to be reference to such
Treasury

                                      18

<PAGE>

Portfolio, and any reference herein to interest on the Notes shall be deemed to
be a reference to distributions on such Treasury Portfolio.

                  Section 6.4  Substitutions. Whenever a Holder has the right to
substitute Treasury Securities, Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, for Collateral held by
the Collateral Agent, such substitution shall not constitute a novation of the
security interest created hereby.

                                      ARTICLE VII
                    REPRESENTATIONS AND WARRANTIES; COVENANTS

                  Section 7.1  Representations and Warranties. The Holders from
time to time, acting through the Purchase Contract Agent as their
attorney-in-fact (it being understood that the Purchase Contract Agent shall
not be liable for any representation or warranty made by or on behalf of a
Holder), hereby represent and warrant to the Collateral Agent, which
representations and warranties shall be deemed repeated on each day a Holder
Transfers Collateral, that:

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

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

                  (c)      upon the Transfer of the Collateral to the Collateral
Account, the Collateral Agent, for the benefit of the Company, will have a
valid and perfected first priority security interest therein (assuming that any
central clearing operation or any Intermediary or other entity not within the
control of the Holder involved in the Transfer of the Collateral, including the
Collateral Agent, gives the notices and takes the action required of it
hereunder and under applicable law for perfection of that interest and assuming
the establishment and exercise of control pursuant to Section 2.2 hereof); and

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

                  Section 7.2  Covenants. The Holders from time to time, acting
through the Purchase Contract Agent as their attorney-in-fact (it being
understood that the Purchase Contract Agent shall not be liable for any
covenant made by or on behalf of a Holder), hereby covenant to the Collateral
Agent that for so long as the Collateral remains subject to the Pledge:

                  (a)      neither the Purchase Contract Agent nor such Holders
will create or purport to create or allow to subsist any mortgage, charge,
lien, pledge or any other security

                                      19

<PAGE>

interest whatsoever over the Collateral or any part of it other than pursuant
to this Agreement; and

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

                                      20

<PAGE>

                                   ARTICLE VIII
                              THE COLLATERAL AGENT

                  It is hereby agreed as follows:

                  Section 8.1  Appointment, Powers and Immunities. The Company
hereby appoints the Collateral Agent as collateral agent and the Collateral
Agent hereby accepts such appointment. The Collateral Agent shall act as Agent
for the Company hereunder with such powers as are specifically vested in the
Collateral Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. Each of the Collateral Agent, the
Custodial Agent and the Securities Intermediary: (a) shall have no duties or
responsibilities except those expressly set forth in this Agreement and no
implied covenants or obligations shall be inferred from this Agreement against
any of them, nor shall any of them be bound by the provisions of any agreement
beyond the specific terms hereof; (b) shall not be responsible for any recitals
contained in this Agreement, or in any certificate or other document referred
to or provided for in, or received by it under, this Agreement, the Securities
or the Purchase Contract Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement (other than as
against the Collateral Agent), the Securities or the Purchase Contract
Agreement or any other document referred to or provided for herein or therein
or for any failure by the Company or any other Person (except the Collateral
Agent, the Custodial Agent or the Securities Intermediary, as the case may be)
to perform any of its obligations hereunder or thereunder or for the
perfection, priority or, except as expressly required hereby, maintenance of
any security interest created hereunder (it being acknowledged and agreed that
the Collateral Agent shall have no duty to file or record any documents in any
jurisdiction for purposes of perfecting or maintaining the security interest in
the Collateral except those that it shall be directed in writing to execute and
cause to be filed by the Company or the Purchase Contract Agent); (c) shall not
be required to initiate or conduct any litigation or collection proceedings
hereunder (except in the case of the Collateral Agent, pursuant to directions
furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall
not be responsible for any action taken or omitted to be taken by it hereunder
or under any other document or instrument referred to or provided for herein or
in connection herewith or therewith, except for its own gross negligence, bad
faith or willful misconduct; (e) shall not be required to advise any party as
to selling or retaining, or taking or refraining from taking any action with
respect to, the Securities or other property deposited hereunder; and (f) shall
not be responsible for the acts or omissions of any clearing corporation with
whom collateral is deposited. Notwithstanding anything to the contrary
contained herein, none of the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall have any obligation, duty or responsibility to
take any action unless such action is non-discretionary and explicitly required
hereunder or in a written direction from the Company or the Purchase Contract
Agent given in accordance with the terms hereof. Subject to the foregoing,
during the term of this Agreement, the Collateral Agent shall take all
reasonable action in connection with the safekeeping and preservation of the
Collateral hereunder.

                  No provision of this Agreement shall require the Collateral
Agent, the Custodial Agent or the Securities Intermediary to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder. In no event shall the Collateral Agent, the Custodial
Agent or the Securities Intermediary be liable for any amount in

                                      21

<PAGE>

excess of the Value of the Collateral. Notwithstanding the foregoing, the
Collateral Agent, the Custodial Agent, the Purchase Contract Agent and
Securities Intermediary, each in its individual capacity, hereby waive any
right of setoff, bankers lien, liens or perfection rights as securities
intermediary or any counterclaim with respect to any of the Collateral.

                  Section 8.2  Instructions of the Company. The Company shall
have the right, by one or more instruments in writing executed and delivered to
the Collateral Agent, the Custodial Agent or the Securities Intermediary, as
the case may be, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, or to
direct the taking or refraining from taking of any action authorized by this
Agreement; provided, however, that (i) such direction shall not conflict with
the provisions of any law or of this Agreement and (ii) the Collateral Agent,
the Custodial Agent and the Securities Intermediary shall be adequately
indemnified as provided herein.

                  Nothing in this Section 8.2 shall impair the right of the
Collateral Agent in its discretion to take any action or omit to take any action
which it deems proper and which is not inconsistent with such direction.

                  Section 8.3  Reliance. Each of the Securities Intermediary,
the Custodial Agent and the Collateral Agent shall be entitled conclusively to
rely upon any certification, order, judgment, opinion, notice or other
communication (including, without limitation, any thereof by telephone,
telecopy, telex or facsimile) believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons
(without being required to determine the correctness of any fact stated
therein), and upon advice and statements of legal counsel and other experts
selected by the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be. As to any matters not expressly provided for
by this Agreement, the Collateral Agent, the Custodial Agent and the Securities
Intermediary shall in all cases be fully protected in acting, or in refraining
from acting, hereunder in accordance with instructions given by the Company in
accordance with this Agreement.

                  Section 8.4  Rights in other Capacities. The Collateral Agent,
the Custodial Agent and the Securities Intermediary and their affiliates may
(without having to account therefor to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind of
banking, trust or other business with the Purchase Contract Agent, any Holder
of Securities and any holder of Separate Notes (and any of their respective
subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, and the
Collateral Agent, the Custodial Agent and the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract
Agent, any Holder of Securities or any holder of Separate Notes without having
to account for the same to the Company; provided that each of the Securities
Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees
with the Company that it shall not accept, receive or permit there to be
created in favor of itself and shall take no affirmative action to permit there
to be created in favor of any other Person, any security interest, lien or
other encumbrance of any kind in or upon the Collateral and the Collateral shall

                                      22

<PAGE>

be segregated or the books and records of the Collateral Agent and not
commingled with any other assets of any such Person.

                  Section 8.5  Non-Reliance. None of the Securities
Intermediary, the Custodial Agent or the Collateral Agent shall be required to
keep itself informed as to the performance or observance by the Company, the
Purchase Contract Agent, the Remarketing Agent or any Holder of Securities of
this Agreement, the Purchase Contract Agreement, the Securities or any other
document referred to or provided for herein or therein or to inspect the
properties or books of the Purchase Contract Agent or any Holder of Securities.
The Collateral Agent, the Custodial Agent and the Securities Intermediary shall
not have any duty or responsibility to provide the Company or the Remarketing
Agent with any credit or other information concerning the affairs, financial
condition or business of the Purchase Contract Agent, any Holder of Securities
or any holder of separate Notes (or any of their respective subsidiaries or
affiliates) that may come into the possession of the Collateral Agent, the
Custodial Agent or the Securities Intermediary or any of their respective
affiliates.

                  Section 8.6  Compensation and Indemnity. The Company agrees:
(i) to pay Wachovia from time to time such compensation as shall be agreed in
writing between the Company and Wachovia for all services rendered by Wachovia
as Collateral Agent, Custodial Agent and Securities Intermediary hereunder and
(ii) to indemnify the Collateral Agent, the Custodial Agent and the Securities
Intermediary for, and to hold each of them harmless from and against, any loss,
liability or reasonable out-of-pocket expense incurred without gross
negligence, willful misconduct or bad faith on its part, arising out of or in
connection with the acceptance or administration of its powers and duties under
this Agreement, including the reasonable out-of-pocket costs and expenses
(including reasonable fees and expenses of counsel) of defending itself against
any claim or liability in connection with the exercise or performance of such
powers and duties. The Collateral Agent, the Custodial Agent and the Securities
Intermediary shall each promptly notify the Company of any third party claim
which may give rise to the indemnity hereunder and give the Company the
opportunity to participate in the defense of such claim with counsel reasonably
satisfactory to the indemnified party, and no such claim shall be settled
without the written consent of the Company, which consent shall not be
unreasonably withheld.

                  Section 8.7  Failure to Act. In the event of any ambiguity in
the provisions of this Agreement or any dispute between or conflicting claims
by or among the parties hereto or any other Person with respect to any funds or
property deposited hereunder, each of the Collateral Agent, the Custodial Agent
and the Securities Intermediary, as the case may be, shall be entitled, after
notice to the Company and the Purchase Contract Agent, at its sole option, to
refuse to comply with any and all claims, demands or instructions with respect
to such property or funds so long as such dispute or conflict shall continue,
and none of the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be, shall be or become liable in any way to any
of the parties hereto for its failure or refusal to comply with such
conflicting claims, demands or instructions. The Collateral Agent, the
Custodial Agent and the Securities Intermediary shall be entitled to refuse to
act until either (i) such conflicting or adverse claims or demands shall have
been finally determined by a court of competent jurisdiction or settled by
agreement between the conflicting parties as evidenced in a writing,
satisfactory to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be, or (ii) the

                                      23

<PAGE>

Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, shall have received security or an indemnity reasonably
satisfactory to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be, sufficient to save the Collateral Agent, the
Custodial Agent or the Securities Intermediary, as the case may be, harmless
from and against any and all loss, liability or reasonable out-of-pocket
expense which the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be, may incur by reason of its acting without bad
faith, willful misconduct or gross negligence. The Collateral Agent, the
Custodial Agent or the Securities Intermediary may in addition elect to
commence an interpleader action or seek other judicial relief or orders as the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, may deem necessary. Notwithstanding anything contained herein to
the contrary, none of the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be required to take any action that is in its
opinion contrary to law or to the terms of this Agreement, or which would in
its opinion subject it or any of its officers, employees or directors to
liability.

                  Section 8.8  Resignation. Subject to the appointment and
acceptance of a successor Collateral Agent, Custodial Agent or Securities
Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent
and the Securities Intermediary may resign at any time by giving notice thereof
to the Company and the Purchase Contract Agent as attorney-in-fact for the
Holders of Securities, (b) the Collateral Agent, the Custodial Agent and the
Securities Intermediary may be removed at any time by the Company and (c) if
the Collateral Agent, the Custodial Agent or the Securities Intermediary fails
to perform any of its material obligations hereunder in any material respect
for a period of not less than 20 days after receiving written notice of such
failure by the Purchase Contract Agent and such failure shall be continuing,
the Collateral Agent, the Custodial Agent or the Securities Intermediary may be
removed by the Purchase Contract Agent. No such removal shall be effective
until a successor Collateral Agent has been appointed pursuant to this Section.
The Purchase Contract Agent shall promptly notify the Company of any removal of
the Collateral Agent, the Custodial Agent or the Securities Intermediary
pursuant to clause (c) of the immediately preceding sentence. Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be. If no successor Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Collateral Agent's,
Custodial Agent's or Securities Intermediary's giving of notice of resignation
or such removal, then the retiring Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, may petition any court of
competent jurisdiction for the appointment of a successor Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be. Each of the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall be
a bank with a combined capital and surplus of at least $75,000,000, which
directly or through an affiliate maintains an office in New York, New York.
Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, hereunder by a successor
Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be, such successor shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, and the
retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the
case may be, shall take all appropriate action to transfer any money and
property held by it hereunder (including the Collateral) to such successor. The
retiring Collateral Agent, Custodial

                                      24

<PAGE>

Agent or Securities Intermediary shall, upon such succession, be discharged
from its duties and obligations as Collateral Agent, Custodial Agent or
Securities Intermediary hereunder. After any retiring Collateral Agent's,
Custodial Agent's or Securities Intermediary's resignation hereunder as
Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of
this Article VIII shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the
Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation
or removal of the Collateral Agent hereunder shall be deemed for all purposes
of this Agreement as the simultaneous resignation or removal of the Custodial
Agent and the Securities Intermediary.

                  Section 8.9  Right to Appoint Agent or Advisor. The Collateral
Agent shall have the right to appoint agents or advisors in connection with any
of its duties hereunder, and the Collateral Agent shall not be liable for any
action taken or omitted by, or in reliance upon the advice of, such agents or
advisors selected in good faith. The appointment of agents pursuant to this
Section 8.9 shall be subject to prior consent of the Company, which consent
shall not be unreasonably withheld.

                  Section 8.10  Survival. The provisions of this Article VIII
shall survive termination of this Agreement and the resignation or removal of
the Collateral Agent or the Custodial Agent.

                  Section 8.11  Exculpation. Anything in this Agreement to the
contrary notwithstanding, in no event shall any of the Collateral Agent, the
Custodial Agent or the Securities Intermediary or their officers, employees or
agents be liable under this Agreement to any third party for indirect, special,
punitive, or consequential loss or damage of any kind whatsoever, including
lost profits, whether or not the likelihood of such loss or damage was known to
the Collateral Agent, the Custodial Agent or the Securities Intermediary, or
any of them, incurred without any act or deed that is found to be attributable
to gross negligence or willful misconduct on the part of the Collateral Agent,
the Custodial Agent or the Securities Intermediary.

                                   ARTICLE IX
                                    AMENDMENT

                  Section 9.1 Amendment Without Consent of Holders. Without the
consent of any Holders or the holders of any Separate Notes, the Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Purchase Contract Agent, at any time and from time to time, may amend this
Agreement, in form satisfactory to the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
for any of the following purposes:

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

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

                                      25

<PAGE>

such surrender do not adversely affect the validity, perfection or priority of
the security interests granted or created hereunder; or

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

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

                  Section 9.2  Amendment with Consent of Holders. With the
consent of the Holders of not less than a majority of the Purchase Contracts at
the time outstanding, by Act of said Holders delivered to the Company, the
Purchase Contract Agent or the Collateral Agent, as the case may be, the
Company, when duly authorized, the Purchase Contract Agent, the Collateral
Agent, the Custodial Agent and the Securities Intermediary may amend this
Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the Holders in respect of the Securities; provided,
however, that no such supplemental agreement shall, without the consent of the
Holder of each Outstanding Security affected thereby,

                  (a)      change the amount or type of Collateral underlying a
         Security (except for the rights of Holders of Corporate Units to
         substitute the Treasury Securities for the Pledged Notes or the
         appropriate Applicable Ownership Interest of the Treasury Portfolio,
         as the case may be, or the rights of Holders of Treasury Units to
         substitute Notes or the appropriate Applicable Ownership Interest of
         the Treasury Portfolio, as applicable, for the Pledged Treasury
         Securities), impair the right of the Holder of any Security to receive
         distributions on the underlying Collateral or otherwise adversely
         affect the Holder's rights in or to such Collateral; or

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

                  (c)      reduce the amount payable or distributable to
         Holders upon the remarketing of Notes; or

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

                  If any amendment referred to above would adversely affect only
the Corporate Units or the Treasury Units, then only the affected class of
Holders shall be entitled to vote on the amendment and the amendment shall not
be effective except with the consent of the Holders of not less than a majority
of the affected class. It shall not be necessary for any Act of Holders under
this Article IX to approve the particular form of any proposed amendment, but it
shall be sufficient if such Act shall approve the substance thereof.

                                      26

<PAGE>

                  Section 9.3  Execution of Amendments. In executing any
amendment permitted by this Section, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent shall be entitled
to receive and (subject to Section 8.1 hereof, with respect to the Collateral
Agent, and Section 7.1 of the Purchase Contract Agreement, with respect to the
Purchase Contract Agent) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement and that all conditions precedent, if any, to the
execution and delivery of such amendment have been satisfied. All amendments
must be in writing, signed by all parties to this Agreement.

                  Section 9.4  Effect of Amendments. Upon the execution of any
amendment under this Article IX, this Agreement shall be modified in accordance
therewith, and such amendment shall form a part of this Agreement for all
purposes; and every Holder of Certificates theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered under the
Purchase Contract Agreement shall be bound thereby.

                  Section 9.5  Reference to Amendments. Security Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any amendment pursuant to this Article IX may, and shall if
required by the Company, the Collateral Agent or the Purchase Contract Agent,
bear a notation in form approved by the Company, the Purchase Contract Agent
and the Collateral Agent as to any matter provided for in such amendment. If
the Company shall so determine, new Security Certificates so modified as to
conform, in the opinion of the Collateral Agent, the Purchase Contract Agent
and the Company, to any such amendment may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by
the Purchase Contract Agent in accordance with the Purchase Contract Agreement
and without charge or expense to Holders in exchange for Outstanding Security
Certificates.

                                    ARTICLE X
                                  MISCELLANEOUS

                  Section 10.1  No Waiver. To the extent permitted by law, no
failure on the part of any party hereto or any of its 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 any party hereto or any of its 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. To the extent permitted by
law, the remedies herein are cumulative and are not exclusive of any remedies
provided by law.

                  Section 10.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Without
limiting the foregoing, the above choice of law is expressly agreed to by the
Securities Intermediary, the Collateral Agent and the Holders from time to time
acting through the Purchase Contract Agent, as their attorney-in-fact, in
connection with the establishment and maintenance of the Collateral Account.
The Company, the Collateral Agent and the Holders from time to time of the
Securities, acting through the Purchase Contract Agent as their
attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United
States District

                                      27

<PAGE>

Court for the Southern District of New York and of any New York state court
sitting in New York City for the purposes of all legal proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby. The
Company, the Collateral Agent and the Holders from time to time of the
Securities, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient forum, as well as to trial by jury.

                  Section 10.3  Notices. All notices, requests, directions,
consents and other communications provided for herein (including, without
limitation, any modifications of, or waivers or consents under, this Agreement)
shall be given or made in writing (including, without limitation, by telecopy)
delivered to the intended recipient at the "Address for Notices" specified
below its name on the signature pages hereof or, as to any party, at such other
address as shall be designated by such party in a notice to the other parties.
Except as otherwise provided in this Agreement, all such communications shall
be deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid.

                  Section 10.4  Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns
of the Company, the Collateral Agent, the Custodial Agent, the Securities
Intermediary and the Purchase Contract Agent, and the Holders from time to time
of the Securities, by their acceptance of the same, shall be deemed to have
agreed to be bound by the provisions hereof and to have ratified the agreements
of, and the grant of the Pledge hereunder by, the Purchase Contract Agent.

                  Section 10.5  Counterparts. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may execute this
Agreement by signing any such counterpart.

                  Section 10.6  Severability. If any provision hereof is invalid
and unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect in
such jurisdiction and shall be construed in order to carry out the intentions
of the parties hereto as nearly as may be possible and (ii) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.

                  Section 10.7  Expenses, etc. The Company agrees to reimburse
Wachovia for: (a) all reasonable out-of-pocket costs and expenses of Wachovia
(including, without limitation, the reasonable fees and expenses of counsel to
Wachovia), in connection with (i) the negotiation, preparation, execution and
delivery or performance of this Agreement and (ii) any modification, supplement
or waiver of any of the terms of this Agreement; (b) all reasonable costs and
expenses of Wachovia as Collateral Agent hereunder (including, without
limitation, reasonable fees and expenses of counsel) in connection with (i) any
enforcement or proceedings resulting or incurred in connection with causing any
Holder of Securities to satisfy its obligations under the Purchase Contracts
forming a part of the Securities and (ii) the enforcement of this Section 10.7;
and (c) all transfer, stamp, documentary or other similar taxes, assessments or
charges levied by

                                      28

<PAGE>

any governmental or revenue authority in respect of this Agreement or any other
document referred to herein and all costs, expenses, taxes, assessments and
other charges incurred in connection with any filing, registration, recording
or perfection of any security interest contemplated hereby.

                  Section 10.8  Security Interest Absolute. All rights of the
Collateral Agent and security interests hereunder, and all obligations of the
Holders from time to time hereunder, shall be absolute and unconditional
irrespective of:

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

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

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

                  Section 10.9  Incorporation by Reference. Each of the Company,
the Collateral Agent, the Custodial Agent and the Securities Intermediary
agrees that the Purchase Contract Agent is, in acting hereunder with respect to
the Company, entitled to all rights, privileges, benefits, protections,
immunities and indemnities provided to it under the Purchase Contract Agreement.

                                      29

<PAGE>

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

                                         ALLTEL CORPORATION

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

                                         Address for Notices:

                                         ALLTEL Corporation
                                         One Allied Drive
                                         Little Rock, Arkansas 72202
                                         Attention : Francis X. Frantz
                                         Telecopy : 501-905-0962

                                         J. P. MORGAN TRUST COMPANY,
                                         NATIONAL ASSOCIATION,
                                         as Purchase Contract Agent and
                                         as attorney-in-fact of the
                                         Holders from time to time
                                         of the Securities

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

                                         Address for Notices:

                                         J.P. Morgan Trust Company, National
                                         Association Chase Financial Tower
                                         250 W. Huron Road, Suite 220
                                         Cleveland, Ohio 44113
                                         Attention:  Corporate Trust-Manager
                                         Telecopy:  216-274-1633

                                      30

<PAGE>

                                          WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Collateral Agent, Custodial Agent
                                          and as Securities Intermediary

                                              /s/ KEVIN M. DOBRAVA
                                          By:______________________________
                                             Name:  Kevin M. Dobrava
                                             Title: Vice President

                                          Address for Notices:

                                          Wachovia Bank, National Association
                                          5847 San Felipe, Suite 1050
                                          Houston, Texas 77057
                                          Attention: Corporate Trust Department
                                          Telecopy: (713) 278-4329

                                      31

<PAGE>

         INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT

Wachovia Bank, National Association
5847 San Felipe, Suite 1050
Houston, Texas 77057
Attention: Corporate Trust Department
Telecopy: (713) 278-4329

                  Re:  ALLTEL Corporation (the "Company")

                  We hereby notify you in accordance with Section [4.1] [4.2] of
the Pledge Agreement, dated as of May 6, 2002 (the "Pledge Agreement"), among
the Company, yourselves, as Collateral Agent, Custodial Agent and Securities
Intermediary, and ourselves, as Purchase Contract Agent and as attorney-in-fact
for the holders of [Corporate Units] [Treasury Units] from time to time, that
the holder of the Securities listed below (the "Holder") has elected to
substitute $_____ [aggregate principal amount of Treasury Securities] [aggregate
principal amount of Notes or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as the case may be,] in exchange for an equal Value of
[Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in
accordance with the Pledge Agreement and has delivered to us a notice stating
that the Holder has Transferred [Treasury Securities] [Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to
you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged
Treasury Securities] [Pledged Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be,], and upon the payment
by such Holder of any applicable fees, to release the [Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,]
[Treasury Securities] related to such [Corporate Units] [Treasury Units] to us
in accordance with the Holder's instructions. Capitalized terms used herein but
not defined shall have the meaning set forth in the Pledge Agreement.

Date:_____________

                                           J. P. MORGAN TRUST COMPANY,
                                           NATIONAL ASSOCIATION

                                           By:_______________________________
                                              Name:
                                              Title:
                                           Signature Guarantee:______________

                                      32

<PAGE>

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

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

___________________________

                                      33

<PAGE>

                    INSTRUCTION TO PURCHASE CONTRACT AGENT

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

Copy to:
15th Floor, 450 West 33rd Street
New York, New York 10001

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

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

Dated:_____________                         __________________________
                                            Signature

                                            Signature Guarantee:______________

Please print name and address of Registered Holder:

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

___________________________

                                      34

<PAGE>

             INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

Wachovia Bank, National Association
5847 San Felipe, Suite 1050
Houston, Texas 77057
Attention: Corporate Trust Department
Telecopy: (713) 278-4329

                  Re:  Notes of ALLTEL Corporation (the "Company")

                  The undersigned hereby notifies you in accordance with Section
4.6(c) of the Pledge Agreement, dated as of May 6, 2002 (the "Pledge
Agreement"), among the Company, yourselves, as Collateral Agent, Securities
Intermediary and Custodial Agent, and J.P. Morgan Trust Company, National
Association, as Purchase Contract Agent and as attorney-in-fact for the Holders
of Corporate Units and Treasury Units from time to time, that the undersigned
elects to deliver $       aggregate principal amount of Notes for delivery to
the Remarketing Agent on the Business Day immediately preceding the [Initial
Remarketing Date] [Secondary Remarketing Date] for remarketing pursuant to
Section 4.6(c) of the Pledge Agreement. The undersigned will, upon request of
the Remarketing Agent, execute and deliver any additional documents deemed by
the Remarketing Agent or by the Company to be necessary or desirable to complete
the sale, assignment and transfer of the Notes tendered hereby.

                  The undersigned hereby instructs you, upon receipt of the
Proceeds of such remarketing from the Remarketing Agent to deliver such Proceeds
to the undersigned in accordance with the instructions indicated herein under
"A. Payment Instructions". The undersigned hereby instructs you, in the event of
Failed [Initial] [Secondary] Remarketing, upon receipt of the Notes tendered
herewith from the Remarketing Agent, to be delivered to the person(s) and the
address(es) indicated herein under "B. Delivery Instructions."

                  With this notice, the undersigned hereby (i) represents and
warrants that the undersigned has full power and authority to tender, sell,
assign and transfer the Notes tendered hereby and that the undersigned is the
record owner of any Notes tendered herewith in physical form or a participant in
The Depository Trust Company ("DTC") and the beneficial owner of any

                                      35

<PAGE>

Notes tendered herewith by book-entry transfer to your account at DTC and (ii)
agrees to be bound by the terms and conditions of Section 4.6(c) of the Pledge
Agreement. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.

Date:_____________
                                             __________________________________
                                             By:_______________________________
                                             Name:
                                             Title:
                                             Signature Guarantee:______________

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

___________________________

_______________________________________________________________________________

A.       PAYMENT INSTRUCTIONS

_______________________________________________________________________________

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.

_______________________________________________________________________________

                                     Name(s)

_______________________________________________________________________________
                                 (Please Print)
                                     Address

                                 (Please Print)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                                   (Zip Code)

_______________________________________________________________________________
(Tax Identification or Social Security Number)

                                      36

<PAGE>

_______________________________________________________________________________
B.       DELIVERY INSTRUCTIONS

_______________________________________________________________________________
In the event of a failed remarketing, Notes which are in physical form should be
delivered to the person(s) set forth below and mailed to the address set forth
below.

                                     Name(s)

_______________________________________________________________________________
                                 (Please Print)
                                     Address

                                 (Please Print)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                                   (Zip Code)

_______________________________________________________________________________
(Tax Identification or Social Security Number)

In the event of a failed remarketing, Notes which are in book-entry form should
be credited to the account at The Depository Trust Company set forth below.

                               __________________

                               DTC Account Number

      Name of Account Party:_________________________________

                                      37

<PAGE>

                                                                     EXHIBIT D

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING
                           WITHDRAWAL FROM REMARKETING

Wachovia Bank, National Association
5847 San Felipe, Suite 1050
Houston, Texas 77057
Attention: Corporate Trust Department
Telecopy: (713) 278-4329

                  Re:  Notes of ALLTEL Corporation (the "Company")

                  The undersigned hereby notifies you in accordance with Section
4.6(c) of the Pledge Agreement, dated as of May 6, 2002 (the "Pledge Agreement")
among the Company, yourselves, as Collateral Agent, Securities Intermediary and
Custodial Agent and J.P. Morgan Trust Company, National Association, as Purchase
Contract Agent and as attorney-in-fact for the Holders of Corporate Units and
Treasury Units from time to time, that the undersigned elects to withdraw the
$_____ aggregate principal amount of Notes delivered to the Custodial Agent on o
for remarketing pursuant to Section 4.6(c) of the Pledge Agreement. The
undersigned hereby instructs you to return such Notes to the undersigned in
accordance with the undersigned's instructions. With this notice, the
Undersigned hereby agrees to be bound by the terms and conditions of Section
4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.

Date:_____________
                                              _________________________________
                                              By:______________________________
                                              Name:
                                              Title:
                                              Signature Guarantee:_____________

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

___________________________

                                      38