EXHIBIT 4.5

                             TEMPLE-INLAND INC.

                           Officers' Certificate
                           ---------------------

         Each of the undersigned officers of Temple-Inland Inc., a Delaware
corporation (the "Company"), does hereby certify as follows:

                  1. Each of the undersigned has read Sections 201, 301 and
         303 of the Indenture, dated as of September 1, 1986 (the
         "Indenture"), between the Company and JPMorgan Chase Bank
         (formerly known as The Chase Manhattan Bank and Chemical Bank), as
         Trustee (the "Trustee"), as amended by the first supplemental
         indenture, dated as of April 15, 1988, the second supplemental
         indenture, dated as of December 27, 1990, and the third
         supplemental indenture, dated as of May 9, 1991, and the
         definitions in such Indenture relating thereto and has reviewed
         such other corporate documents and records relating to the matters
         referred to herein, and, in the opinion of the undersigned, has
         made such examination or investigation as is necessary to enable
         him to express an informed opinion on the matters set forth below.

                  2. The terms of the series of Securities of the Company
         entitled the "6.42% Senior Notes due 2007" (the "Notes") to be
         issued under the Indenture are hereby established pursuant to
         resolutions duly adopted by a Special Committee of the Board of
         Directors of the Company on April 25, 2002 and are set forth in
         Annex A, and in Exhibits A-D hereto.

                  3. All conditions precedent provided for in the Indenture
         relating to the establishment and original issuance,
         authentication and delivery of the Notes have been complied with.

                  4. In the opinion of the undersigned, Section 301 of the
         Indenture has been complied with in the establishment of the terms
         of the Notes.

                          [Signature page follows]




         IN WITNESS WHEREOF, each of the undersigned has executed this
Officers' Certificate as of May 1, 2002.



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


                                   By:    /s/   Randall D. Levy
                                       ----------------------------------------
                                   Name:  Randall D. Levy
                                   Title:   Chief Financial Officer




ANNEX A

                                     To

                           Officers' Certificate
                           ---------------------

         Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Indenture or the Purchase Contract
Agreement (the "Purchase Contract Agreement," attached as Exhibit A hereto)
between the Company and JPMorgan Chase Bank, as Purchase Contract Agent
(the "Purchase Contract Agent"), dated as of May 1, 2002.

         The series of Securities authorized hereby shall be the "6.42%
Senior Notes due 2007" of the Company (the "Notes").

         The aggregate principal amount of Notes that may be authenticated
and delivered under the Indenture in accordance with this Officers'
Certificate is initially limited to $300,000,000, subject to increase to
$345,000,000 in case of the exercise of the over-allotment option under the
Underwriting Agreement, except for Notes authenticated and delivered upon
registration of, transfer of, or in exchange for, other Notes pursuant to
Sections 304, 305, 906 or 1107 of the Indenture and or any Notes which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered under the Indenture; provided, however, that the Company may,
without the consent of Holders of the Notes, create and issue additional
Notes ranking equally with the Notes and otherwise similar in all respects
so that such further Notes would be consolidated and form a single series
of the Notes.

         Subject to the terms and conditions set forth in the form of Note
(attached as Exhibit B hereto), the Notes will mature on May 17, 2007. The
Notes will initially pay interest at the annual rate of 6.42% on each
February 17, May 17, August 17 and November 17, commencing on August 17,
2002, for quarterly payments due on or before February 17, 2005. If the
Notes are successfully remarketed pursuant to the terms set forth in the
Remarketing Agreement (the "Remarketing Agreement," attached as Exhibit C
hereto) between the Company, the Remarketing Agent and the Purchase
Contract Agent, the Remarketing Agent will reset the interest rate on the
Notes (including Notes not participating in the remarketing) and the Notes
will thereafter pay interest at the annual rate equal to the Reset Rate. If
the Notes are not successfully remarketed prior to the Stock Purchase Date,
the Notes will continue to pay interest at the initial annual rate of
6.42%. The Notes are not redeemable prior to their stated maturity except
as described below.

         The amount of interest payable for any period will be computed (1)
for any full quarterly period, on the basis of a 360-day year of twelve
30-day months, (2) for any period shorter than a full quarterly period, on
the basis of a 30-day month and (3) for periods of less than a month, on
the basis of the actual number of days elapsed per 30-day month. In the
event that any date on which interest is payable on the Notes is not a
Business Day, the payment of the interest payable on that date will be made
on the next succeeding day that is a Business Day, without any interest or
other payment in respect of the delay, except that, if the Business Day is
in the next succeeding calendar year, then the payment will be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on the scheduled payment date.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal thereof and any interest accrued
thereon may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

         Each Note will initially be pledged to secure the Holder's
obligations under the Purchase Contract, pursuant to the terms and
conditions set forth in the Pledge Agreement ("Pledge Agreement," attached
as Exhibit D hereto) among the Company, the Purchase Contract Agent and
Bank One Trust Company, N.A., as Collateral Agent, Custodial Agent and
Securities Intermediary, dated as of May 1, 2002.

         The Notes held by each Holder of an Upper DECS will be subject to
a remarketing, unless the Holder elects not to participate in the
remarketing, in accordance with the terms and conditions set forth in the
Purchase Contract Agreement.

         On or prior to the fourth Business Day immediately preceding the
first day of a Remarketing Period, Holders of Notes that are not components
of Upper DECS may elect to have their Notes remarketed in the same manner
as Notes that are components of Upper DECS by delivering their Notes along
with a notice of this election (substantially in the form of Exhibit C to
the Pledge Agreement) to the Custodial Agent prior to the beginning of a
Remarketing Period, but no earlier than the Payment Date immediately
preceding February 17, 2005. The Collateral Agent will hold the Notes in an
account separate from the Collateral Account in which the pledged Notes
will be held. Holders of Notes electing to have their Notes remarketed will
also have the right to withdraw that election on or prior to the fifth
Business Day immediately preceding the first day of the relevant
Remarketing Period.

         If a Tax Event occurs and is continuing, the Company may, at its
option, redeem the Notes in whole, but not in part, at any time at the
Redemption Price (as defined in the Purchase Contract Agreement). The
Company shall give the Trustee written notice of the Redemption Price
promptly after the calculation thereof. Installments of interest on Notes
which are due and payable on or prior to the Tax Event Redemption Date will
be payable to Holders of the Notes registered as such at the close of
business on the relevant record dates. If, following the settlement of the
Purchase Contracts and following the occurrence of a Tax Event, the Company
exercises its option to redeem the Notes, the proceeds of the redemption
will be payable in cash to the Holders of the Notes. If the Tax Event
Redemption occurs prior to a successful remarketing of the Notes, the
Redemption Price for the Notes forming part of Upper DECS at the time of
the Tax Event Redemption will be distributed to the Collateral Agent, who
in turn will purchase the applicable Treasury Portfolio on behalf of the
Holders of Upper DECS and remit the remainder of the Redemption Price, if
any, to the Purchase Contract Agent for payment to the Holders. The
Treasury Portfolio will be substituted for corresponding Notes and will be
pledged to the Collateral Agent to secure the obligations of the Holders of
the Upper DECS to purchase shares of the Company's Common Stock under the
Purchase Contracts.

         Notice of any Tax Event Redemption will be mailed at least 30 days
but not more than 60 days before the Redemption Date to each registered
Holder of Notes to be redeemed at its registered address. If money
sufficient to pay the Redemption Price is deposited on or before the
Redemption Date and the other conditions set forth in the Indenture are
satisfied, then on and after such date, interest will cease to accrue on
the Notes called for redemption. In the event any Notes are called for
redemption, neither the Company nor the Trustee will be required to
register the transfer of or exchange the Notes to be redeemed.

         Notes that are released from the pledge following substitution or
early settlement will be issued in the form of one or more global
certificates, referred to as "Global Securities," registered in the name of
the Depositary or its nominee. Except as provided below and except upon
recreation of Upper DECS, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Notes in
certificated form and will not be considered the Holders (as defined in the
Indenture) thereof for any purpose under the Indenture, and no Global
Security representing Notes shall be exchangeable, except for another
Global Security of like denomination and tenor to be registered in the name
of the Depositary or its nominee or a successor Depositary or its nominee.
Accordingly, each beneficial owner must rely on the procedures of the
Depositary or if such person is not a participant, on the procedures of the
participant through which such person owns its interest to exercise any
rights of a Holder under the Indenture. The Depository Trust Company shall
be the initial Depositary.

         In the event that: (1) the Depositary notifies the Company that it
is unwilling or unable to continue as a Depositary for the Global Security
certificates and no successor Depositary has been appointed within 90 days
after this notice, (2) the Depositary at any time ceases to be a Depositary
registered under the Securities Exchange Act at which time the Depositary
is required to be so registered to act as the Depositary and no successor
Depositary has been appointed within 90 days after the Company learns that
the Depositary has ceased to be so registered, (3) the Company determines
in its sole discretion that it will no longer have the Notes represented by
Global Securities or permit any the Global Security certificates to be so
exchangeable or (4) an Event of Default under the Indenture has occurred
and is continuing, the Company will execute, and subject to Article 3 of
the Indenture, the Trustee, upon written notice from the Company, will
authenticate and deliver the Notes in definitive registered form without
coupons, in authorized denominations and in an aggregate principal amount
of the Global Security in exchange for such Global Security.

         Upon exchange of the Global Security for such Notes in definitive
registered form without coupons, in authorized denominations, the Global
Security shall be cancelled by the Trustee. Such Notes in definitive
registered form issued in exchange for the Global Security shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Notes to the Depositary for delivery to the persons in whose
names such Notes are so registered.

         The principal of and interest on the Notes shall be payable at the
Corporate Trust Office of the Trustee; provided, however, that at the
option of the Company, payment of interest may be made by check mailed to
the address of the Person entitled thereto as it shall appear in the
Security Register or by wire transfer to an account in the United States
designated to the Trustee by a prior written notice by such Person
delivered at least five Business Days prior to the applicable Interest
Payment Date.

         The Notes will be issued in denominations of $50 and integral
multiples of $50.

         The Notes shall not have the benefit of a sinking fund and shall
not be exchangeable into shares of the Company's Common Stock.

         The provisions of Section 403 of the Indenture shall apply to the
Notes.




                                 Exhibit A

                        Purchase Contract Agreement



                             TEMPLE-INLAND INC.

                                    AND

                            JPMORGAN CHASE BANK,

                         AS PURCHASE CONTRACT AGENT



                        PURCHASE CONTRACT AGREEMENT

                          Dated as of May 1, 2002




<TABLE>
<CAPTION>

                                                  TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
                                                     ARTICLE I.

                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>                   <C>                                                                                    <C>
SECTION 1.1           Definitions................................................................................1

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                     ARTICLE II.

                                                  CERTIFICATE FORMS

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

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


                                                    ARTICLE III.

                                          THE UPPER DECS AND STRIPPED DECS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                     ARTICLE IV.

                                                      THE NOTES

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

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

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


                                                     ARTICLE V.

                                       THE PURCHASE CONTRACTS; THE REMARKETING

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                     ARTICLE VI.

                                                      REMEDIES

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

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

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

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

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

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


                                                    ARTICLE VII.

                                                      THE AGENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                    ARTICLE VIII.

                                               SUPPLEMENTAL AGREEMENTS

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

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

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

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

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


                                                     ARTICLE IX.

                                      CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

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

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


                                                     ARTICLE X.

                                                      COVENANTS

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

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

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

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

SECTION 10.5          Statements Of Officer Of The Company As To Default........................................67
</TABLE>




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

                                  RECITALS

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

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

                                WITNESSETH:

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

                                 Article I

                     DEFINITIONS AND OTHER PROVISIONS
                           OF GENERAL APPLICATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Constituent Person" has the meaning specified in Section 5.6(b).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "NYSE" has the meaning specified in Section 5.1.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Remarketing Value" means the sum of

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 1.3 Form Of Documents Delivered To Agent.

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

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

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

         SECTION 1.4 Acts Of Holders; Record Dates.

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

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

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

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

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

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

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

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

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

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

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

         SECTION 1.6 Notice To Holders; Waiver.

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

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

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

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

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

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

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

         SECTION 1.12 Legal Holidays.

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

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

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

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

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

                                Article II.

                             CERTIFICATE FORMS

         SECTION 2.1 Forms Of Certificates Generally.

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

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

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

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

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

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

         SECTION 2.2 Form Of Agent's Certificate Of Authentication.

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

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

                               Article III.

                      THE UPPER DECS AND STRIPPED DECS

         SECTION 3.1 Title And Terms; Denominations.

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

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

         SECTION 3.2 Rights And Obligations Evidenced By The Certificates.

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

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

         SECTION 3.3 Execution, Authentication, Delivery And Dating.

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

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

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

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

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

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

         SECTION 3.4 Temporary Certificates.

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

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

         SECTION 3.5 Registration; Registration Of Transfer And Exchange.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 3.9 Definitive Certificates. If

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

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

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

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

         SECTION 3.10 Mutilated, Destroyed, Lost And Stolen Certificates.

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

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

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

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

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

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

         SECTION 3.11 Persons Deemed Owners.

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

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

         SECTION 3.12 Cancellation.

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

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

         SECTION 3.13 Establishment Of Stripped DECS.

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

                           (i) cancel the related Upper DECS;

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

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

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

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

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

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

         SECTION 3.14 Reestablishment Of Upper DECS.

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

                           (i) cancel the related Stripped DECS;

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

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

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

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

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

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

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

         SECTION 3.16 No Consent To Assumption. Each Holder of an Upper
DECS or Stripped DECS, as the case may be, by acceptance thereof, shall be
deemed expressly to have withheld any consent to the assumption under
Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract
by the Company, any receiver, liquidator or person or entity performing
similar functions or its trustee in the event that the Company becomes the
debtor under the Bankruptcy Code or subject to other similar state or
federal law providing for reorganization or liquidation.

                                Article IV.

                                 THE NOTES

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

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

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

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

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

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

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

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

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

                                Article V.

                  THE PURCHASE CONTRACTS; THE REMARKETING

         SECTION 5.1 Purchase Of Shares Of Common Stock.

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

                           (i) if the Applicable Market Value (as defined
                  below) is greater than or equal to $63.44 (the "Threshold
                  Appreciation Price"), 0.7881 shares of Common Stock per
                  Purchase Contract,

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

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

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

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

                  (c) The "Applicable Market Value" means the average of
         the Closing Prices per share of Common Stock on each of the 20
         consecutive Trading Days ending on the third Trading Day
         immediately preceding the Stock Purchase Date. The "Closing Price"
         of the Common Stock on any date of determination means the closing
         sale price (or, if no closing price is reported, the last reported
         sale price) of the Common Stock on the New York Stock Exchange
         (the "NYSE") on such date or, if the Common Stock is not listed
         for trading on the NYSE on any such date, as reported in the
         composite transactions for the principal United States securities
         exchange on which the Common Stock is so listed, or if the Common
         Stock is not so listed on a United States national or regional
         securities exchange, as reported by The Nasdaq Stock Market, or,
         if the Common Stock is not so reported, the last quoted bid price
         for the Common Stock in the over-the-counter market as reported by
         the National Quotation Bureau or similar organization, or, if such
         bid price is not available, the market value of the Common Stock
         on such date as determined by a nationally recognized independent
         investment banking firm retained for this purpose by the Company.
         A "Trading Day" means a day on which the Common Stock (A) is not
         suspended from trading on any national or regional securities
         exchange or association or over-the-counter market at the close of
         business and (B) has traded at least once on the national or
         regional securities exchange or association or over-the-counter
         market that is the primary market for the trading of the Common
         Stock.

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

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

         SECTION 5.2 Contract Adjustment Payments.

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

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

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

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

         SECTION 5.3 Deferral Of Contract Adjustment Payments.

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

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

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

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

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

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

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

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

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

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

         SECTION 5.4 Payment Of Purchase Price; Remarketing.

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 5.5 Issuance Of Shares Of Common Stock. Unless a
Termination Event shall have occurred on or prior to the Stock Purchase
Date or an Early Settlement or a Merger Early Settlement shall have
occurred, on the Stock Purchase Date, upon its receipt of payment for the
shares of Common Stock purchased by the Holders pursuant to the foregoing
provisions of this Article and subject to Section 5.6, the Company shall
issue and deposit with the Agent, for the benefit of the Holders of the
Outstanding DECS, one or more certificates representing the newly issued
shares of Common Stock registered in the name of the Agent (or its nominee)
as custodian for the Holders (such certificates for shares of Common Stock,
together with any dividends or distributions for which a record date and
payment date for such dividend or distribution has occurred after the Stock
Purchase Date, being hereinafter referred to as the "Purchase Contract
Settlement Fund") to which the Holders are entitled hereunder. Subject to
the foregoing, upon surrender of a Certificate to the Agent on or after the
Stock Purchase Date, together with settlement instructions thereon duly
completed and executed, the Holder of such Certificate shall be entitled to
receive in exchange therefor a certificate representing that number of
whole shares of Common Stock which such Holder is entitled to receive
pursuant to the provisions of this Article V (after taking into account all
Upper DECS and Stripped DECS then held by such Holder) together with cash
in lieu of fractional shares as provided in Section 5.12 and any dividends
or distributions with respect to such shares constituting part of the
Purchase Contract Settlement Fund, but without any interest thereon, and
the Certificate so surrendered shall forthwith be cancelled. Such shares
shall be registered in the name of the Holder or the Holder's designee as
specified in the settlement instructions provided by the Holder to the
Agent. If any shares of Common Stock issued in respect of a Purchase
Contract are to be registered to a Person other than the Person in whose
name the Certificate evidencing such Purchase Contract is registered, no
such registration shall be made unless the Person requesting such
registration has paid any transfer and other taxes required by reason of
such registration in a name other than that of the registered Holder of
such Certificate or has established to the satisfaction of the Company that
such tax either has been paid or is not payable.

         SECTION 5.6 Adjustment Of Settlement Rate.

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

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

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

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

                           (4) Debt or Asset Distributions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 5.7 Notice Of Adjustments And Certain Other Events.

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

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

                           (ii) as soon as practicable following the
                  occurrence of an event that requires an adjustment to the
                  Settlement Rate pursuant to Section 5.6 (or if the
                  Company is not aware of such occurrence, as soon as
                  practicable after becoming so aware), provide a written
                  notice to the Holders of the Upper DECS and Stripped DECS
                  of the occurrence of such event and a statement in
                  reasonable detail setting forth the method by which the
                  adjustment to the Settlement Rate and the Applicable
                  Market Value was determined and setting forth the
                  adjusted Settlement Rate and the Applicable Market Value.

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

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

         SECTION 5.9 Early Settlement.

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

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

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

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

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

         SECTION 5.10 Early Settlement Upon Merger.

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

Each such notice shall contain:

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

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

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

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

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

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

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

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

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

         SECTION 5.11 Charges And Taxes. The Company will pay all stock
transfer and similar taxes attributable to the initial issuance and
delivery of the shares of Common Stock pursuant to the Purchase Contracts
and in payment of any Deferred Contract Adjustment Payments; provided, that
the Company shall not be required to pay any such tax or taxes which may be
payable in respect of any exchange of or substitution for a Certificate
evidencing an Upper DECS or Stripped DECS, as the case may be, or any
issuance of a share of Common Stock in a name other than that of the
registered Holder of a Certificate surrendered in respect of the Upper DECS
and Stripped DECS evidenced thereby, other than in the name of the Agent,
as custodian for such Holder, and the Company shall not be required to
issue or deliver such share certificates or Certificates unless and until
the Person or Persons requesting the transfer or issuance thereof shall
have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid or that no
such tax is due.

         SECTION 5.12 No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued or delivered
upon settlement on the Stock Purchase Date or upon Early Settlement or
Merger Early Settlement of any Purchase Contracts. If Certificates
evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of
Common Stock which shall be delivered upon settlement shall be computed on
the basis of the aggregate number of Purchase Contracts evidenced by the
Certificates so surrendered. Instead of any fractional share of Common
Stock which would otherwise be deliverable upon settlement of any Purchase
Contracts on the applicable Settlement Date or upon Early Settlement or
Merger Early Settlement, the Company, through the Agent, shall make a cash
payment in respect of such fractional shares in an amount equal to the
value of such fractional shares times the Applicable Market Value. The
Company shall provide the Agent from time to time with sufficient funds to
permit the Agent to make all cash payments required by this Section 5.12 in
a timely manner.

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

                                Article VI.

                                  REMEDIES

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

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

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

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

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

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

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

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

                               Article VII.

                                 THE AGENT

         SECTION 7.1 Certain Duties, Rights And Immunities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 7.7 Compensation And Reimbursement. The Company agrees:

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

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

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

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

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

         SECTION 7.9 Resignation And Removal; Appointment Of Successor.

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

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

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

                  (d) If at any time:

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

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

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

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

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

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

         SECTION 7.10 Acceptance Of Appointment By Successor.

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

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

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

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

         SECTION 7.12 Preservation Of Information; Communications To
Holders.

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

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

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

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

         SECTION 7.15 Tax Compliance.

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

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

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

                               Article VIII.

                          SUPPLEMENTAL AGREEMENTS

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

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

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

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

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

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

         SECTION 8.2 Supplemental Agreements With Consent Of Holders.

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

                           (1) change any Payment Date;

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

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

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

                           (5) reduce the number of shares of Common Stock
                  to be purchased pursuant to any Purchase Contract,
                  increase the price to purchase shares of Common Stock
                  upon settlement of any Purchase Contract, change the
                  Stock Purchase Date or otherwise materially adversely
                  affect the Holder's rights under any Purchase Contract;
                  or

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

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

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

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

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

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

                                Article IX.

                 CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

         SECTION 9.2 Rights And Duties Of Successor Corporation.

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

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

         SECTION 9.3 Opinion Of Counsel Given To Agent. The Agent, subject
to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, assignment, transfer,
lease or conveyance, and any such assumption, complies with the provisions
of this Article and that all conditions precedent to the consummation of
any such consolidation, merger, sale, assignment, transfer, lease or
conveyance have been met.

                                Article X.

                                 COVENANTS

         SECTION 10.1 Performance Under Purchase Contracts. The Company
covenants and agrees for the benefit of the Holders from time to time of
the Upper DECS and Stripped DECS that it will duly and punctually perform
its obligations under the Purchase Contracts in accordance with the terms
of the Purchase Contracts and this Agreement.

         SECTION 10.2 Maintenance Of Office Or Agency.

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

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

         SECTION 10.3 Company To Reserve Common Stock. The Company shall at
all times prior to the Stock Purchase Date reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock or
treasury Common Stock the full number of shares of Common Stock issuable
against tender of payment in respect of all Purchase Contracts constituting
a part of the Upper DECS and Stripped DECS evidenced by outstanding
Certificates.

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

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

                          [SIGNATURE PAGES FOLLOW]




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

                                     TEMPLE-INLAND INC.


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


                                     JPMORGAN CHASE BANK,
                                         as Purchase Contract Agent


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




                                 EXHIBIT A
                       FORM OF UPPER DECS CERTIFICATE

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

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

                  (Form of Face of Upper DECS Certificate)

No. ______________                                        CUSIP No. 879868206
Number of Upper DECS____________

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

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

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

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

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

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

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

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

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

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

                                       TEMPLE-INLAND INC.


                                       By:
                                           Name:
                                           Title:


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


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


                                       By:__________________________________
                                           Authorized Officer




                   AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                          JPMORGAN CHASE BANK,
                                          as Purchase Contract Agent


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




                (Form of Reverse of Upper DECS Certificate)

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

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

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

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

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

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

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

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

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

         The Upper DECS Certificates are issuable only in registered form
and only in denominations of a single Upper DECS and any integral multiple
thereof. The transfer of any Upper DECS Certificate will be registered and
Upper DECS Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Upper DECS Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company
and the Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Holder of an
Upper DECS may substitute for the Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, securing its obligations under the related
Purchase Contract Treasury Securities in accordance with the terms of the
Purchase Contract Agreement and the Pledge Agreement. From and after such
Collateral Substitution, the Upper DECS for which such Pledged Treasury
Securities secures the Holder's obligation under the Purchase Contract
shall be referred to as a "Stripped DECS." A Holder that elects to
substitute a Treasury Security for Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, thereby creating Stripped DECS, shall be
responsible for any fees or expenses payable in connection therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract underlying an Upper DECS remains in effect, such Upper
DECS shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Upper DECS in respect of the Pledged
Note, Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, and Purchase
Contract constituting such Upper DECS may be transferred and exchanged only
as an Upper DECS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




                               ABBREVIATIONS

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

TEN COM -         as tenants in common

UNIF GIFT MIN ACT -             Custodian

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

                                              Under Uniform Gifts to Minors Act

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

TEN ENT -         as tenants by the entireties

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

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




                                 ASSIGNMENT


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

_______________________________________________________________________________

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

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

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

Dated: _______________________      Signature: ___________________________

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

Signature Guarantee: __________________________________________________________




                          SETTLEMENT INSTRUCTIONS


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

<TABLE>
<CAPTION>

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

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

__________________________________                         ______________________________________
Name                                                       Name

__________________________________                         ______________________________________
Address                                                    Address

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




                          ELECTION TO SETTLE EARLY

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

<TABLE>
<CAPTION>

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

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

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

__________________________________                         ______________________________________
Name                                                       Name

__________________________________                         ______________________________________
Address                                                    Address

Social Security or other Taxpayer
Identification Number, if any

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




                  (TO BE ATTACHED TO GLOBAL CERTIFICATES)


          SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


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

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




</TABLE>




                                 EXHIBIT B


                     FORM OF STRIPPED DECS CERTIFICATE


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

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

Form of Face of Stripped DECS Certificate

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

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

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

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

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

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

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




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

                        TEMPLE-INLAND INC.


                        By: ____________________________________
                             Name:
                             Title:


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


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


                        By: ____________________________________
                             Authorized Officer




                   AGENT'S CERTIFICATE OF AUTHENTICATION


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

                                               JPMORGAN CHASE BANK,
                                               as Purchase Contract Agent


Dated:                                           By:___________________________
                                                 Authorized Officer




                   (Reverse of Stripped DECS Certificate)

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

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

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

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

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

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

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

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

The Stripped DECS Certificates are issuable only in registered form and
only in denominations of a single Stripped DECS and any integral multiple
thereof. The transfer of any Stripped DECS Certificate will be registered
and Stripped DECS Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Stripped DECS Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company
and the Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Holder of a
Stripped DECS may substitute for the Pledged Treasury Securities securing
its obligations under the related Purchase Contract Notes or the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such substitution, the
Stripped DECS for which such Pledged Notes, Pledged Treasury Consideration
or Pledged Applicable Ownership Interest in the Treasury Portfolio secures
the Holder's obligation under the Purchase Contract shall be referred to as
an "Upper DECS." A Holder that elects to substitute Notes or the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, for Pledged Treasury Securities,
thereby reestablishing Upper DECS, shall be responsible for any fees or
expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract
underlying a Stripped DECS remains in effect, such Stripped DECS shall not
be separable into its constituent parts, and the rights and obligations of
the Holder of such Stripped DECS in respect of the Pledged Treasury
Security and the Purchase Contract constituting such Stripped DECS may be
transferred and exchanged only as a Stripped DECS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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




                               ABBREVIATIONS


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

TEN COM - as tenants in common

UNIF GIFT MIN ACT - Custodian

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


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


TEN ENT -      as tenants by the entireties

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

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




                                 ASSIGNMENT


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

_______________________________________________________________________________

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

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

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

Dated: _______________________      Signature: ___________________________

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

Signature Guarantee: ___________________________________________________




                          SETTLEMENT INSTRUCTIONS


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

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

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

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

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




                          ELECTION TO SETTLE EARLY


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

<TABLE>
<CAPTION>

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

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

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

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

Social Security or other Taxpayer
Identification Number, if any

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





<TABLE>
<CAPTION>

                                 (TO BE ATTACHED TO GLOBAL CERTIFICATES)


                             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


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

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




</TABLE>




                                 EXHIBIT C


                INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                              COLLATERAL AGENT


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

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

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

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





Date:  _____________________

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

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

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




                                 EXHIBIT D


                   INSTRUCTION TO PURCHASE CONTRACT AGENT


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

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

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

Date: ____________________          Signature: _____________________________


                                    Signature Guarantee: ___________________

Please print name and address of Registered Holder:

Name:

Social Security or other Taxpayer Identification Number, if any:

Address:




                                 EXHIBIT E


                     NOTICE TO SETTLE BY SEPARATE CASH


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

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

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

Dated: ____________________            Signature: _____________________________
                                       Signature Guarantee: ___________________

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

Please print name and address of Registered Holder:

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




                                 EXHIBIT F


                       FORM OF REMARKETING AGREEMENT




                                 Exhibit B

                                Form of Note

[For inclusion in Global Securities only - Unless this certificate is
presented by an authorized representative of The Depository Trust Company,
a New York corporation ("DTC"), to the Issuer (as defined below) or its
agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO,
OR REGISTERED OR EXCHANGED IN WHOLE OR IN PART FOR, A SECURITY REGISTERED
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

                             TEMPLE-INLAND INC.
                         6.42% Senior Note due 2007


Number: __                                                CUSIP NO.: 879868AG2


         Temple-Inland Inc., a Delaware corporation (the "Issuer", which
term includes any successor corporation under the Indenture hereafter
referred to), for value received, hereby promises to pay to [For inclusion
in Global Securities only - Cede & Co.] [For inclusion in Pledged Note -
JPMorgan Chase Bank, as Purchase Contract Agent pursuant to the Purchase
Contract Agreement (as defined below)] or registered assigns, the principal
sum of ____________ [For inclusion in Global Securities and Pledged Note
only - or such other principal sum as is reflected in the Schedule of
Increases or Decreases attached hereto] on May 17, 2007, and to pay
interest thereon at 6.42% per annum (the "Interest Rate"), from May 1,
2002, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, quarterly in arrears on February 17, May
17, August 17 and November 17 of each year, commencing August 17, 2002;
provided that if and to the extent there is a successful remarketing of the
Notes on or after the third Business Day immediately preceding February 17,
2005 (as described on the reverse hereof), the interest rate shall become
the Reset Rate after such remarketing. The amount of interest payable for
any period will be computed (1) for any full quarterly period on the basis
of a 360-day year of twelve 30-day months and (2) for any period shorter
than a full quarterly period, on the basis of a 30-day month and (3) for
periods of less than a month, on the basis of the actual number of days
elapsed per 30-day month. In the event that any date on which interest is
payable on this Note is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay), except that, if the Business Day is in the next succeeding
calendar year, then the payment will be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on
such Interest Payment Date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will be
paid to the person in whose name this Note (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of
business on the Regular Record Date for such interest installment which in
the case of a Global Security or a Pledged Note shall be the Business Day
immediately preceding such Interest Payment Date and in the case of all
other Notes, shall be the fifteenth calendar day preceding such Interest
Payment Date. Any such interest installment not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be
payable to the registered Holders on such Regular Record Date and may be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
to be fixed by the Trustee for the payment of such Defaulted Interest,
notice whereof shall be given to the registered Holders of this series of
Notes not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Notes may be
listed, and upon such notice as may be required by such exchange all as
more fully provided in the Indenture. The principal of (and premium, if
any) and the interest on this Note shall be payable at the office or agency
of the Issuer maintained for that purpose in the Borough of Manhattan, the
City of New York, in any coin or currency of the United States of America
that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at
the option of the Issuer by check mailed to the Person entitled thereto at
such address as shall appear in the Security Register or by wire transfer
to an account in the United States designated to the Trustee by a prior
written notice by such Person delivered at least five Business Days prior
to the applicable Interest Payment Date.

         Reference is made to the further provisions of this Note set forth
on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

         This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by
the Trustee under the Indenture referred to on the reverse hereof by manual
signature.

                          [Signature page follows]




         IN WITNESS WHEREOF, Temple-Inland Inc. has caused this instrument
to be signed by one of its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

                                                  TEMPLE-INLAND INC.


                                                  By:_________________________
                                                  Name:_______________________
                                                  Title:______________________


ATTEST:

______________________________
Name: ________________________
Its. _________________________


                       CERTIFICATE OF AUTHENTICATION



                  This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.

Dated:



JPMORGAN CHASE BANK, as Trustee



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





                             [REVERSE OF NOTE]

                             TEMPLE-INLAND INC.

                         6.42% Senior Note due 2007

         This Note is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called
the "Securities") of the series hereinafter specified, all issued or to be
issued under and pursuant to an Indenture dated as of September 1, 1986
(herein called the "Indenture"), between the Issuer and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee
(herein called the "Trustee"), as amended by the first supplemental
indenture, dated as of April 15, 1988, the second supplemental indenture,
dated as of December 27, 1990, and the third supplemental indenture, dated
as of May 9, 1991, to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the Holders of the Securities. The Securities may
be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be subject to different
redemption provisions (if any) and may otherwise vary as provided in the
Indenture.

         This Note is one of a series designated as the 6.42% Senior Notes
due 2007 (the "Notes") of the Issuer. The Notes are initially limited in
aggregate principal amount of $300,000,000, subject to increase to
$345,000,000 in case of the exercise of the over-allotment option under the
Underwriting Agreement; provided, however, that the Issuer may, without the
consent of the Holders of the Notes, create and issue additional notes
ranking equally with the Notes and otherwise similar in all respects so
that such further notes would be consolidated and form a single series of
the Notes.

         [For inclusion in Global Securities only - Except as otherwise
provided in the Indenture, this Note will be issued in global form only
registered in the name of The Depository Trust Company ("DTC") or its
nominee. This Note will not be issued in definitive form, except as
otherwise provided in the Indenture, and ownership of this Note shall be
maintained in book-entry form by DTC for the accounts of participating
organizations of DTC.]

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof and accrued interest
hereon may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

         The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Securities
of each series to be affected under the Indenture at any time by the Issuer
and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Securities of this series
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

         No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest
on this Note in the manner, at the respective times, at the rate and in the
coin or currency herein prescribed.

         The Notes are issuable only in registered form without coupons in
denominations of $50 and any integral multiple thereof. At the office or
agency of the Issuer in the Borough of Manhattan, The City of New York, or
at such other locations as the Issuer may from time to time designate, and
in the manner and subject to the limitations provided in the Indenture, but
without the payment of any service charge, Notes may be exchanged for a
like aggregate principal amount of Notes of other authorized denominations.

         Reference is made to (i) the Purchase Contract Agreement, dated as
of May 1, 2002 (the "Purchase Contract Agreement"), between the Issuer and
JPMorgan Chase Bank, as Purchase Contract Agent (the "Purchase Contract
Agent") and (ii) the Pledge Agreement, dated as of May 1, 2002 (the "Pledge
Agreement"), among the Issuer, the Purchase Contract Agent and Bank One
Trust Company, N.A., as Collateral Agent, Custodial Agent and Securities
Intermediary. The Notes may be remarketed, and a Reset Rate may be
established on the Notes in such remarketing, on or after the third
Business Day immediately preceding February 17, 2005, subject to and in
accordance with the terms and conditions of the Purchase Contract Agreement
and the Pledge Agreement. Pursuant to the term of the Purchase Contract
Agreement, the Issuer will engage a nationally recognized investment bank
as the remarketing agent to conduct such remarketing, and will enter into a
remarketing agreement on terms to be agreed upon by the Issuer, such
remarketing agent and the Purchase Contract Agent, but substantially in the
form of Exhibit F to the Purchase Contract Agreement.

         The Notes shall be redeemable in whole, but not in part, at any
time at the option of the Issuer if a Tax Event occurs and is continuing (a
"Redemption Date"), at a redemption price (the "Redemption Price") equal to
the Redemption Amount, plus accrued and unpaid interest, if any, to the
Redemption Date. Notwithstanding the foregoing, installments of interest on
Notes that are due and payable on an Interest Payment Date falling on or
prior to the Redemption Date will be payable to the Holders of such Notes
registered as such at the close of business on the relevant record date
according to the terms and the provisions of the Indenture.

         Subject to the terms of the Purchase Contract Agreement and the
Pledge Agreement, the Redemption Price shall be paid to or on behalf of
each Holder of the Notes by the Issuer, no later than 12:00 noon, New York
City time, on the Redemption Date, by check or wire transfer in immediately
available funds, at such place and to such account as may be designated by
each such Holder, or to the Collateral Agent.

         Notice of any redemption must be given at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at its registered address. If money sufficient to pay the
Redemption Price of the Notes to be redeemed on the Redemption Date is
deposited on or before the Redemption Date and the other conditions set
forth in the Indenture are satisfied, then on and after such date, interest
will cease to accrue on the Notes called for redemption.

         The Notes are not entitled to any sinking fund.

         By accepting this Note, the Holder shall be deemed to have agreed
to treat for all U.S. federal income tax purposes this Note as a
"contingent payment debt instrument" as the term is used in Treasury
regulations section 1275-4.

         Upon due presentment for registration of transfer of this Note at
the office or agency of the Issuer in the Borough of Manhattan, The City of
New York, or at such other locations as the Issuer may from time to time
designate, a new Note or Notes of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in
connection therewith. In the event any Notes are called for redemption,
neither the Issuer nor the Trustee will be required to register the
transfer of or exchange the Notes to be redeemed.

         Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes (subject to certain provisions relating to
Defaulted Interest), whether or not this Note be overdue, and neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

         No recourse under or upon any obligation, covenant or agreement of
the Issuer in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability
being expressly waived and released by the acceptance hereof and as part of
the consideration of the issue hereof.

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

         Terms used but not defined herein shall have the respective
meanings assigned thereto in the Indenture, and if not defined therein, in
the Purchase Contract Agreement, and if not defined in either of the
preceding, in the Pledge Agreement.




                                 ASSIGNMENT

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

         --------------------------------------------------------------------
(Please insert social security or other identifying number of assignee)

         ---------------------------------------------------------------------
(Please insert name and address, including ZIP code, of assignee)

the within Note and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Note on the books of
the Issuer, with full power of substitution in the premises.

Dated:  ________________   Signed:  __________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.


Signature Guarantee




          [TO BE ATTACHED TO GLOBAL SECURITIES AND PLEDGED NOTES]

                     SCHEDULE OF INCREASES OR DECREASES

         The following increases or decreases in this [Global Security]
[Pledged Note] have been made:


<TABLE>
<CAPTION>

                                                               Principal amount of
                   Amount of increase    Amount of decrease     Note evidenced by
                      in principal       in principal amount       the [Global
                     amount of Note     of Note evidenced by    Security] [Pledged
                    evidenced by the         the [Global         Note] following        Signature of authorized
                    [Global Security]    Security] [Pledged      such decrease or        officer of Trustee or
      Date           [Pledged Note]             Note]                increase            Securities Custodian
      ----           --------------      ------------------     -------------------      -----------------------

<S>              <C>                    <C>                     <C>                     <C>




</TABLE>


                                 Exhibit C

                       Form of Remarketing Agreement



                  TEMPLE-INLAND INC. REMARKETING AGREEMENT


                  REMARKETING AGREEMENT, dated as of ___________ (the
"Agreement") by and between TEMPLE-INLAND INC., a Delaware corporation (the
"Company"), JPMORGAN CHASE BANK, not individually but solely as Purchase
Contract Agent (the "Purchase Contract Agent") and as attorney-in-fact of
the Holders of Purchase Contracts (as defined in the Purchase Contract
Agreement (as defined herein)), and [ ] (the "Remarketing Agent").

                                WITNESSETH:

                  WHEREAS, the Company issued $300,000,000 (or up to
$345,000,000 if the underwriters' over-allotment option was exercised in
full) aggregate stated amount of its Upper DECS (the "Upper DECS") under
the Purchase Contract Agreement, dated as of May 1, 2002, by and between
the Purchase Contract Agent and the Company (the "Purchase Contract
Agreement"); and

                  WHEREAS, the Company issued concurrently in connection
with the issuance of the Upper DECS $300,000,000 (or up to $345,000,000 if
the underwriters' over-allotment option was exercised in full) aggregate
principal amount of 6.42% Senior Notes due 2007 (the "Notes") of the
Company; and

                  WHEREAS, the Notes forming a part of the Upper DECS have
been pledged pursuant to the Pledge Agreement (the "Pledge Agreement"),
dated as of May 1, 2002, by and among the Company, Bank One Trust Company,
N.A., a national banking association, as collateral agent (the "Collateral
Agent"), and the Purchase Contract Agent, to secure the obligations of
Holders of Upper DECS under the related Purchase Contract on the Stock
Purchase Date; and

                  WHEREAS, the Remarketing Agent will attempt on the
Remarketing Date to remarket all of (i) the Notes of Holders of Upper DECS,
other than the Notes of Holders of Upper DECS who elect not to participate
in the remarketing, and (ii) the Separate Notes of Holders who elect to
participate in the remarketing, pursuant respectively to the procedures set
forth in Section 5.4(b) of the Purchase Contract Agreement and Section
4.5(d) of the Pledge Agreement (each of which Sections is incorporated
herein by reference); and

                  WHEREAS, in the event the remarketing on the Remarketing
Date is unsuccessful, the Remarketing Agent will remarket the Notes to be
included in the remarketing on each of the two Business Days immediately
following the Remarketing Date, and, if necessary, will attempt to remarket
such Notes on each of the three Business Days immediately preceding April
6, 2005 and, if necessary, will further attempt to remarket such Notes on
each of the three Business Days immediately preceding the Stock Purchase
Date; and

                  WHEREAS, in the event of a successful remarketing on the
Remarketing Date or any Subsequent Remarketing Date, as the case may be,
the applicable interest rate on the Notes will be reset on such Remarketing
Date or on any Subsequent Remarketing Date to the Reset Rate to be
determined by the Remarketing Agent (as defined below) such that the then
current aggregate market value of the Notes will equal at least 100.50% of
the Remarketing Value (as described in the Purchase Contract Agreement) as
of such Remarketing Date or Subsequent Remarketing Date, provided that in
the determination of such Reset Rate, the Company shall, if applicable,
limit the Reset Rate to the maximum rate permitted by applicable law; and

                  WHEREAS, the Company has requested [              ] to act
as the Remarketing Agent, and as such to perform the services described herein;
and

                  WHEREAS, [            ] is willing to act as the
Remarketing Agent and as such to perform such duties on the terms and
conditions expressly set forth herein;

                  NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the parties
hereto agree as follows:

                  Section 1. Definitions.

                  Capitalized terms used and not defined in this Agreement,
in the recitals hereto or in the paragraph preceding such recitals shall
have the meanings assigned to them in the Purchase Contract Agreement or,
if not therein defined, the Pledge Agreement.

                  Section 2. Appointment and Obligations of the Remarketing
Agent.

                  (a) The Company hereby appoints [    ] and [     ] hereby
accepts such appointment, (i) as the Remarketing Agent to determine, in
consultation with the Company, in the manner provided for herein and in the
Indenture (as in effect on the date of this Remarketing Agreement) with
respect to the Notes, the Reset Rate that, in the opinion of the
Remarketing Agent, will be reasonable and consistent with market practice
at the time of remarketing, and, when applied to the Notes (assuming, even
if not true, that all of the Notes are included in the remarketing), enable
the then current aggregate market value of the Notes to have a value equal
to at least 100.50% of the Remarketing Value as of the Remarketing Date or
as of any Subsequent Remarketing Date, as the case may be, provided that
the Company, by notice to the Remarketing Agent prior to (A) the [tenth]
Business Day preceding the Remarketing Date, with respect to any
remarketing to occur on either the Remarketing Date or the two Business
Days immediately following such Remarketing Date, (B) the [thirteenth]
Business Day preceding April 6, 2005 with respect to any remarketing to
occur on any of the three Business Days immediately preceding April 6,
2005, or (C) the [thirteenth] Business Day preceding the Stock Purchase
Date with respect to any remarketing to occur on any of the three Business
Days immediately preceding such Stock Purchase Date, shall, if applicable,
limit the Reset Rate so that it does not exceed the maximum rate permitted
by applicable law, and (ii) as the exclusive Remarketing Agent (subject to
the right of such Remarketing Agent to appoint additional remarketing
agents hereunder as described below) to remarket the Notes to be included
in the remarketing on the Remarketing Date or any Subsequent Remarketing
Date, as the case may be. The Company agrees that the Remarketing Agent
shall have the right, on 15 Business Days notice to the Company, to appoint
one or more additional remarketing agents so long as any such additional
remarketing agents shall be reasonably acceptable to the Company. Upon any
such appointment, the parties shall enter into an appropriate amendment to
this Agreement to reflect the addition of any such remarketing agent.

                  (b) Subject to the terms and conditions set forth herein,
the Remarketing Agent shall use its reasonable efforts to (i) remarket on
the Remarketing Date the Notes that the Purchase Contract Agent or the
Custodial Agent shall have notified the Remarketing Agent are to be
remarketed at a Reset Rate such that the then current aggregate market
value of the Notes is equal to at least 100.50% of the Remarketing Value,
and (ii) in the event the Remarketing Agent cannot establish such a Reset
Rate on the Remarketing Date, attempt to remarket such Notes on each of the
two Business Days immediately following the Remarketing Date and, if
necessary, on each of the three Business Days immediately preceding April
6, 2005, and, if necessary, on each of the three Business Days immediately
preceding the Stock Purchase Date, in each case at a Reset Rate such that
the then current aggregate market value of the Notes is equal to at least
100.50% of the Remarketing Value, and (iii) in the event of a Last Failed
Remarketing, promptly return the Separate Notes, if any, included in such
Last Failed Remarketing to the Collateral Agent to be held by the
Collateral Agent in accordance with Section 4.5(b) of the Pledge Agreement
(which Section is incorporated herein by reference). After deducting the
fee specified in Section 3 below, the remaining proceeds of any such
remarketing, together with the Agent-purchased Treasury Consideration,
shall be delivered to the Purchase Contract Agent in accordance with
Section 4.5(a) of the Pledge Agreement (which Section is incorporated
herein by reference) and Section 5.4(b) of the Purchase Contract Agreement.
The right of each Holder of Upper DECS or Separate Notes to have Notes
included in any remarketing shall be limited to the extent that (i) the
Remarketing Agent conducts a remarketing on the Remarketing Date or on any
Subsequent Remarketing Date, as the case may be, pursuant to the terms of
this Agreement, (ii) the Notes included in a remarketing have not been
called for redemption pursuant to the Purchase Contract Agreement, (iii)
the Remarketing Agent is able to find a purchaser or purchasers for the
Notes included in a remarketing at a Reset Rate such that the then current
aggregate market value of the Notes is equal to at least 100.50% of the
Remarketing Value, and (iv) such purchaser or purchasers deliver the
purchase price therefor to the Remarketing Agent as and when required.

                  (c) It is understood and agreed that the Remarketing
Agent shall not have any obligation whatsoever to purchase any Notes,
whether in a remarketing held on the Remarketing Date or on any Subsequent
Remarketing Date or otherwise, and shall in no way be obligated to provide
funds to make payment upon tender of Notes for remarketing or to otherwise
expend or risk their own funds or incur or be exposed to financial
liability in the performance of their respective duties under this
Agreement. The Company shall not be obligated in any case to provide funds
to make payment upon delivery of Notes for remarketing.

                  Section 3. Fees.

                  In the event of a successful remarketing, the Remarketing
Agent shall retain as a remarketing fee (the "Remarketing Fee") an amount
not exceeding 25 basis points (0.25%) of the total proceeds received in
connection with any such remarketing in accordance with Section 5.4(b)(ii)
of the Purchase Contract Agreement.

                  Section 4. Replacement and Resignation of Remarketing
Agent.

                  (a) The Company may in its absolute discretion replace [
] as the Remarketing Agent by giving notice prior to 3:00 p.m., New York
City time (i) on the [eleventh] Business Day immediately prior to the
Remarketing Date in the case of a remarketing to occur on the Remarketing
Date or any of the two Business Days immediately following the Remarketing
Date, (ii) the [fourteenth] Business Day immediately prior to April 6, 2005
in the case of a remarketing to occur on a Subsequent Remarketing Date
immediately following a Failed Remarketing on any of the two Business Days
immediately following the Remarketing Date, or (iii) the [fourteenth]
Business Day immediately prior to the Stock Purchase Date in the case of a
remarketing to occur on any of the three Business Days immediately prior to
the Stock Purchase Date. Any such replacement shall become effective upon
the Company's appointment of a successor to perform the services that would
otherwise be performed hereunder by the Remarketing Agent. Upon providing
such notice, the Company shall use all reasonable efforts to appoint such a
successor and to enter into a remarketing agreement with such successor as
soon as reasonably practicable.

                  (b) [ ] may resign at any time and be discharged from its
duties and obligations hereunder as the Remarketing Agent by giving notice
prior to 3:00 p.m., New York City time (i) on the [eleventh] Business Day
immediately prior to the Remarketing Date in the case of a remarketing to
occur on the Remarketing Date or any of the two Business Days immediately
following the Remarketing Date, (ii) the [fourteenth] Business Day
immediately prior to April 6, 2005 in the case of a remarketing to occur on
a Subsequent Remarketing Date immediately following a Failed Remarketing on
any of the two Business Days immediately following the Remarketing Date, or
(iii) the [fourteenth] Business Day immediately prior to the Stock Purchase
Date in the case of a remarketing to occur on any of the three Business
Days immediately prior to the Stock Purchase Date. Any such resignation
shall become effective upon the Company's appointment of a successor to
perform the services that would otherwise be performed hereunder by the
Remarketing Agent. Upon receiving notice from the Remarketing Agent that it
wishes to resign hereunder, the Company shall appoint such a successor and
enter into a remarketing agreement with it as soon as reasonably
practicable.

                  (c) The Company shall give the Purchase Contract Agent
and the Trustee prompt written notice of any replacement of the Remarketing
Agent pursuant to this section.

                  Section 5. Dealing in the Securities.

                  The Remarketing Agent, when acting hereunder or when
acting in its individual or any other capacity, may, to the extent
permitted by law, buy, sell, hold or deal in any of the Notes, Stripped
DECS, Upper DECS or any other securities of the Company. With respect to
any Notes, Stripped DECS, Upper DECS or any other securities of the Company
owned by it, the Remarketing Agent may exercise any vote or join in any
action with like effect as if it did not act in any capacity hereunder. The
Remarketing Agent, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or other
transaction with the Company as freely as if it did not act in any capacity
hereunder.

                  The Company or its affiliates may, to the extent
permitted by law, purchase any Notes that are remarketed by any Remarketing
Agent.

                  Section 6. Registration Statement and Prospectus.

                  (a) In connection with any remarketing to occur on the
Remarketing Date or any Subsequent Remarketing Date, if and to the extent
required, in the view of counsel (which need not be an opinion) for each of
the Remarketing Agent and the Company, by applicable law, regulations or
interpretations in effect at the time of any such Remarketing Date or
Subsequent Remarketing Date, as the case may be, the Company shall use its
reasonable efforts, if requested by the Remarketing Agent, (i) (A) to have
a registration statement relating to the Notes effective under the
Securities Act and (B) to furnish a current preliminary prospectus and, if
applicable, a current preliminary prospectus supplement (in such quantities
as the Remarketing Agent may reasonably request), to be used by the
Remarketing Agent in a remarketing pursuant hereunder, in each case by a
date that is no later than (x) [seven] Business Days prior to the
Remarketing Date in the case of a remarketing to occur on the Remarketing
Date or on any of the two Business Days immediately following the
Remarketing Date, (y) [ten] Business Days prior to April 6, 2005 in the
case of a remarketing to occur on any of the three Business Days prior to
April 6, 2005, or (z) [ten] Business Days prior to the Stock Purchase Date
in the case of a remarketing to occur on any of the three Business Days
immediately prior to the Stock Purchase Date (or in each such case, at such
earlier date as the Remarketing Agent may reasonably request), and (ii) if
requested by the Remarketing Agent, shall furnish a current final
prospectus and, if applicable, a final prospectus supplement, to be used by
the Remarketing Agent in the remarketing pursuant hereunder, by a date that
is no later than (x) [five] Business Days prior to the Remarketing Date in
the case of a remarketing to occur on the Remarketing Date or on any of the
two Business Days immediately following the Remarketing Date, (y) [eight]
Business Days prior to April 6, 2005 in the case of a remarketing to occur
on any of the three Business Days prior to April 6, 2005, or (z) [eight]
Business Days prior to the Stock Purchase Date in the case of a remarketing
to occur on any of the three Business Days immediately prior to the Stock
Purchase Date (or in each such case, at such earlier date as the
Remarketing Agent may reasonably request). The Company shall pay all
expenses relating thereto.

                  (b) If in connection with any remarketing, it shall not
be possible, in the view of counsel (which need not be an opinion) for each
of the Remarketing Agent and the Company, under applicable law, regulations
or interpretations in effect as of the Remarketing Date or Subsequent
Remarketing Date, as the case may be, to register the offer and sale by the
Company of the Notes under the Securities Act as otherwise contemplated by
this Section 6, the Company (i) shall use its reasonable efforts to take,
or cause to be taken, all action and to do, or cause to be done, all things
necessary, proper and advisable to permit and effectuate the offer and sale
of the Notes in connection with any remarketing pursuant hereunder without
registration under the Securities Act pursuant to an exemption therefrom,
if available, including the exemption afforded by Rule 144A under the rules
and regulations promulgated under the Securities Act by the Securities and
Exchange Commission, (ii) if requested by the Remarketing Agent, shall
furnish a current preliminary remarketing memorandum and a current final
remarketing memorandum (in such quantities as the Remarketing Agent may
reasonably request) to be used by the Remarketing Agent in any remarketing
pursuant hereunder, in each case by a date that is not later than (A)
[seven] Business Days prior to the Remarketing Date, in the case of a
remarketing to occur on the Remarketing Date or on any of the two Business
Days immediately following the Remarketing Date, (B) [ten] Business Days
prior to April 6, 2005 in the case of a remarketing to occur on any of the
three Business Days prior to April 6, 2005, or (C) [ten] Business Days
prior to the Stock Purchase Date in the case of a remarketing to occur on
any of the three Business Days prior to the Stock Purchase (or in either
case such earlier date as the Remarketing Agent may reasonably request).
The Company shall pay all expenses relating thereto.

                  (c) The Company shall also take all such actions as may
(upon advice of counsel to the Company or the Remarketing Agent) be
necessary or desirable under state securities or blue sky laws in
connection with any remarketing.

                  Section 7. Conditions to the Remarketing Agent's
Obligations.

                  (a) The obligations of the Remarketing Agent under this
Agreement shall be subject to the terms and conditions hereunder,
including, without limitation, the following conditions: (i) the Notes to
be included in any remarketing have not been called for redemption, (ii)
the Remarketing Agent is able to find a purchaser or purchasers for Notes
included in any remarketing at a price not less than 100.50% of the
Remarketing Value, (iii) the Purchase Contract Agent, the Collateral Agent,
the Custodial Agent, the Securities Intermediary, the Company and the
Trustee shall have performed their respective obligations in connection
with any remarketing pursuant hereunder and pursuant to the Purchase
Contract Agreement, the Pledge Agreement, the Indenture, and this Agreement
(including, without limitation, the Purchase Contract Agent's and the
Custodial Agent's giving the Remarketing Agent notice of the aggregate
principal amount of the Notes to be remarketed, no later than 10:00 a.m.,
New York City time, on the third Business Day preceding the Remarketing
Date and concurrently delivering the Notes to be remarketed to the
Remarketing Agent), (iv) no Event of Default (as defined in the Indenture)
shall have occurred and be continuing, (v) the accuracy of the
representations and warranties of the Company included in this Agreement or
in certificates of any officer of the Company or any of its subsidiaries
delivered pursuant to the provisions included in this Agreement, (vi) the
performance by the Company of its covenants and other obligations included
herein, and (vii) the satisfaction of the other conditions set forth in
this Agreement.

                  (b) If at any time during the term of this Agreement, any
Event of Default or event that with the passage of time or the giving of
notice or both would become an Event of Default has occurred and is
continuing under the Indenture, then the obligations and duties of the
Remarketing Agent under this Agreement shall be suspended until such
default or event has been cured. The Company will promptly give the
Remarketing Agent notice of all such defaults and events of which the
Company is aware.

                  Section 8. Termination of Remarketing Agreement.

                  This Agreement shall terminate as to any Remarketing
Agent that is replaced on the effective date of its replacement pursuant to
Section 4(a) hereof or pursuant to Section 4(b) hereof. Notwithstanding the
foregoing, the obligations set forth in Section 3 hereof shall survive and
remain in full force and effect until all amounts payable under said
Section 3 shall have been paid in full; provided, however, that if any
Remarketing Agent resigns, then the obligations set forth in Section 3
hereof shall not survive the termination of this Agreement and no fee shall
be payable to such Remarketing Agent in such capacity. In addition, each
former Remarketing Agent shall be entitled to the rights and benefits under
Section 10 of this Agreement notwithstanding the replacement or resignation
of such Remarketing Agent.

                  Section 9. Remarketing Agent's Performance; Duty of Care.

                  The duties and obligations of the Remarketing Agent shall
be determined solely by the express provisions hereunder. No implied
covenants or obligations of or against the Remarketing Agent shall be read
into this Agreement. In the absence of a final judicial determination of
willful misconduct, bad faith or gross negligence on the part of the
Remarketing Agent, the Remarketing Agent may conclusively rely upon any
document furnished to it which purports to conform to the requirements
hereunder as to the truth of the statements expressed therein. The
Remarketing Agent shall be protected in acting upon any document or
communication reasonably believed by it to be signed, presented or made by
the proper party or parties. The Remarketing Agent shall not have any
obligation to determine whether there is any limitation under applicable
law on the Reset Rate on the Notes or, if there is any such limitation, the
maximum permissible Reset Rate on the Notes, and it shall rely solely upon
timely written notice from the Company pursuant to Section 2(a) hereof as
to whether or not there is any such limitation and, if so, the maximum
permissible Reset Rate. The Remarketing Agent shall not incur any liability
under this Agreement to any beneficial owner or holder of Notes, or other
securities, either in its individual capacity or as Remarketing Agent, as
the case may be, for any action or failure to act in connection with the
Remarketing or otherwise in connection with the transactions contemplated
by this Agreement, except to the extent that such liability has, by final
judicial determination, resulted from the willful misconduct, bad faith or
gross negligence of the Remarketing Agent or by its failure to fulfill
their express obligations hereunder. The provisions of this Section 9 shall
survive any termination of this Agreement and shall also continue to apply
to every Remarketing Agent notwithstanding its resignation or removal. The
Remarketing Agent will act as the agent of the Holders, and not as the
agent of the Company.

                  Section 10. Indemnification.

                  The Company agrees to indemnify the Remarketing Agent
for, and to hold it harmless from and against, any loss, liability or
reasonable out-of-pocket expense incurred without 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 or collecting such amounts. The
Remarketing Agent shall promptly notify the Company of any third party
claim which may give rise to the indemnity hereunder and give the Company
the opportunity to participate in the defense of such claim with counsel
reasonably satisfactory to the indemnified party, and no such claim shall
be settled without the written consent of the Company, which consent shall
not be unreasonably withheld.

                  Section 11. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.

                  Section 12. Term of Agreement.

                  (a) Unless otherwise terminated in accordance with the
provisions hereof and except as otherwise provided herein, this Agreement
shall remain in full force and effect from the date hereof until the
Business Day immediately following the Remarketing Date or any Subsequent
Remarketing Date, as applicable, in the case of any successful remarketing
held on any such date. Anything herein to the contrary notwithstanding, the
provisions of the last section of Section 8 hereof and the provisions of
Sections 3, 9, 10 and 12(b) hereof shall survive any termination of this
Agreement and remain in full force and effect; provided, however, that if
any Remarketing Agent resigns, then the obligations set forth in Section 3
hereof shall not survive the termination of this Agreement and no fee shall
be payable to such Remarketing Agent in such capacity.

                  (b) All representations and warranties included in this
Agreement or contained in certificates of officers of the Company submitted
pursuant hereto or thereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of the
Remarketing Agent or any of their controlling persons, or by or on behalf
of the Company or the Purchase Contract Agent, and shall survive the
remarketing of the Notes.

                  Section 13. Successors and Assigns.

                  The rights and obligations of the Company and the
Purchase Contract Agent (both in its capacity as Purchase Contract Agent
and as attorney-in-fact) hereunder may not be assigned or delegated to any
other person (except pursuant to sections 7.9 and 7.10 of the Purchase
Contract Agreement) without the prior written consent of the Remarketing
Agent, which consent shall not be unreasonably withheld. The rights and
obligations of the Remarketing Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Company, except that the Remarketing Agent shall have the right to appoint
additional remarketing agents as provided herein. This Agreement shall
inure to the benefit of and be binding upon the Company, the Purchase
Contract Agent and the Remarketing Agent and their respective successors
and assigns and the other indemnified parties (set forth in Section 10
hereof) and the successors, assigns, heirs and legal representatives of
such indemnified parties. The terms "successors" and "assigns" shall not
include any purchaser of Notes merely because of such purchase.

                  Section 14. Headings.

                  Section headings have been inserted in this Agreement as
a matter of convenience of reference only, and it is agreed that such
section headings are not a part of this Agreement and will not be used in
the interpretation of any provision of this Agreement.

                  Section 15. Severability.

                  If any provision of this Agreement shall be held or
deemed to be or shall, in fact, be invalid, inoperative or unenforceable as
applied in any particular case in any or all jurisdictions because it
conflicts with any provisions of any constitution, statute, rule or public
policy or for any other reason, then, to the extent permitted by law, such
circumstances shall not have the effect of rendering the provision in
question invalid, inoperative or unenforceable in any other case,
circumstances or jurisdiction, or of rendering any other provision or
provisions of this Agreement, as the case may be, invalid, inoperative or
unenforceable to any extent whatsoever.

                  Section 16. Counterparts.

                  This Agreement may be executed in counterparts, each of
which shall be regarded as an original and all of which shall constitute
one and the same document.

                  Section 17. Amendments.

                  This Agreement may be amended by any instrument in
writing signed by the parties hereto.

                  Section 18. Notices.

                  Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in
writing. All written notices and confirmations of notices by
telecommunication shall be deemed to have been validly given or made when
delivered or mailed, registered or certified mail, return receipt requested
and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to
TEMPLE-INLAND INC., 303 South Temple Drive, Diboll, Texas 75941, Attention:
General Counsel, if to the Remarketing Agent, to [ ]; and if to the
Purchase Contract Agent, to JP Morgan Chase Bank, 450 West 33rd Street, New
York, New York 10001, Attention: Institutional Trust Services, or to such
other address as any of the above shall specify to the other in writing.

                  Section 19. Information.

                  The Company agrees to furnish the Remarketing Agent with
such information and documents as the Remarketing Agent may reasonably
request in connection with the transactions contemplated by this
Remarketing Agreement, and if the remarketing is effected pursuant to a
registration statement in accordance with Section 6 hereof, make reasonably
available to the Remarketing Agent and any accountant, attorney or other
advisor retained by the Remarketing Agent such information that parties
would customarily require in connection with a due diligence investigation
conducted in accordance with applicable securities laws and cause the
Company's officers, directors, employees and accountants to participate in
all such discussions and to supply all such information reasonably
requested by any such person in connection with such investigation.

                  IN WITNESS WHEREOF, each of the Company, the Purchase
Contract Agent and the Remarketing Agent has caused this Agreement to be
executed in its name and on its behalf by one of its duly authorized
signatories as of the date first above written.

                                     TEMPLE-INLAND INC.


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


                                     [Remarketing Agent]


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


CONFIRMED AND ACCEPTED:

JPMORGAN CHASE BANK,
not individually but solely as
Purchase Contract Agent and as
attorney-in-fact for the Holders of
the Purchase Contracts

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


                                 Exhibit D

                              Pledge Agreement



                            TEMPLE-INLAND INC.,


                       BANK ONE TRUST COMPANY, N.A.,

                    as Collateral Agent, Custodial Agent
                        and Securities Intermediary


                                    AND


                            JPMORGAN CHASE BANK,

                         as Purchase Contract Agent





                              PLEDGE AGREEMENT





                          Dated as of May 1, 2002






<TABLE>
<CAPTION>

                             TABLE OF CONTENTS

                                                                                                               Page

                                 ARTICLE I

                                DEFINITIONS

<S>                     <C>                                                                                   <C>
SECTION 1.1              Definitions.............................................................................2

                                 ARTICLE II

                       PLEDGE; CONTROL AND PERFECTION

SECTION 2.1              The Pledge..............................................................................4
SECTION 2.2              Control and Perfection..................................................................5

                                ARTICLE III

                       PAYMENTS ON PLEDGED COLLATERAL

SECTION 3.1              Payments................................................................................7
SECTION 3.2              Application of Payments.................................................................8

                                 ARTICLE IV

          SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES

SECTION 4.1              Collateral Substitution and the Creation of Stripped DECS...............................9
SECTION 4.2              Collateral Substitution and the Re-Creation of Upper DECS...............................9
SECTION 4.3              Termination Event......................................................................10
SECTION 4.4              Early Settlement; Merger Early Settlement; Cash Settlement.............................11
SECTION 4.5              Remarketing; Application of Proceeds; Settlement.......................................11

                                 ARTICLE V

                           VOTING RIGHTS -- NOTES

SECTION 5.1              Exercise by Purchase Contract Agent....................................................13

                                 ARTICLE VI

                 RIGHTS AND REMEDIES; TAX EVENT REDEMPTION

SECTION 6.1              Rights and Remedies of the Collateral Agent............................................14
SECTION 6.2              Substitutions..........................................................................15
SECTION 6.3              Tax Event Redemption...................................................................15

                                ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES; COVENANTS

SECTION 7.1              Representations and Warranties.........................................................16
SECTION 7.2              Covenants..............................................................................16

                                ARTICLE VIII

                            THE COLLATERAL AGENT

SECTION 8.1              Appointment, Powers and Immunities.....................................................17
SECTION 8.2              Instructions of the Company............................................................18
SECTION 8.3              Reliance...............................................................................19
SECTION 8.4              Rights in Other Capacities.............................................................19
SECTION 8.5              Non-Reliance on Collateral Agent.......................................................19
SECTION 8.6              Compensation and Indemnity.............................................................20
SECTION 8.7              Failure to Act.........................................................................20
SECTION 8.8              Resignation............................................................................21
SECTION 8.9              Right to Appoint Agent or Advisor......................................................22
SECTION 8.10             Survival...............................................................................22
SECTION 8.11             Exculpation............................................................................22

                                 ARTICLE IX

                                 AMENDMENT

SECTION 9.1              Amendment Without Consent of Holders...................................................22
SECTION 9.2              Amendment with Consent of Holders......................................................23
SECTION 9.3              Execution of Amendments................................................................23
SECTION 9.4              Effect of Amendments...................................................................24
SECTION 9.5              Reference to Amendments................................................................24

                                 ARTICLE X

                               MISCELLANEOUS

SECTION 10.1             No Waiver..............................................................................24
SECTION 10.2             Governing Law..........................................................................24
SECTION 10.3             Notices................................................................................25
SECTION 10.4             Successors and Assigns.................................................................25
SECTION 10.5             Counterparts...........................................................................25
SECTION 10.6             Severability...........................................................................25
SECTION 10.7             Expenses, Etc..........................................................................26
SECTION 10.8             Security Interest Absolute.............................................................26
SECTION 10.9             Waiver of Jury Trial...................................................................27

EXHIBIT A         Instruction from Purchase Contract Agent to Collateral Agent
EXHIBIT B         Instruction to Purchase Contract Agent
EXHIBIT C         Instruction to Custodial Agent Regarding Remarketing
EXHIBIT D         Instruction to Custodial Agent Regarding Withdrawal from Remarketing
</TABLE>




                              PLEDGE AGREEMENT

         PLEDGE AGREEMENT, dated as of May 1, 2002 (this "Agreement"),
among TEMPLE-INLAND INC., a Delaware corporation (the "Company"), Bank One
Trust Company, N.A., a national banking association, 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 JPMorgan
Chase Bank, a New York banking corporation, not individually but solely as
purchase contract agent and as attorney-in-fact of the Holders from time to
time of the Upper DECS and Stripped DECS (in such capacity, together with
its successors in such capacity, the "Purchase Contract Agent") under the
Purchase Contract Agreement (as defined herein).

                                  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 6,000,000 Upper
DECS of the Company (or 6,900,000 Upper DECS if the Underwriters exercise
their over-allotment option in full) each having a Stated Amount of $50.

         WHEREAS, each Upper DECS will be comprised of (a) a Purchase
Contract and (b) either beneficial ownership of (i) a Note, (ii) following
the successful remarketing of the Notes in accordance with the Purchase
Contract Agreement and the Remarketing Agreement, the appropriate Treasury
Consideration or (iii) following a Tax Event Redemption in accordance with
the Purchase Contract Agreement, any Applicable Ownership Interest in the
Treasury Portfolio.

         WHEREAS, in accordance with the terms of the Purchase Contract
Agreement, a holder of Upper DECS may separate the Notes or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, from the related Purchase Contracts by
substituting for such Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may
be, Treasury Securities that will pay in the aggregate an amount equal to
the aggregate principal amount of such Upper DECS. Upon such separation,
the Upper DECS will become Stripped DECS. Each Stripped DECS will be
comprised of (a) a Purchase Contract and (b) a 1/20 undivided beneficial
interest in a Treasury Security.

         WHEREAS, pursuant to the terms of the Purchase Contract Agreement
and the Purchase Contracts, the Holders, from time to time, of the Upper
DECS and Stripped DECS 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 Treasury Consideration, any
Treasury Securities and any Applicable Ownership Interest in the Treasury
Portfolio delivered in exchange therefor to secure each Holder's
obligations under the related Purchase Contract, as provided herein and
subject to the terms hereof.

         NOW, THEREFORE, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, 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 of the
Holders from time to time of the Upper DECS and Stripped DECS, agree as
follows:

Article I

                                DEFINITIONS

SECTION 1.1       Definitions.
                  -----------

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

         (a) capitalized terms used but not defined herein are used as
defined in the Purchase Contract Agreement;

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

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

         "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.

         "Code" has the meaning specified in Section 6.1(a) hereof.

         "Collateral" has the meaning specified in Section 2.1(a) hereof.

         "Collateral Account" means the securities account (number
2600048200) maintained at Bank One Trust Company, N.A. in the name
"JPMorgan Chase Bank, a New York banking corporation, as Purchase Contract
Agent on behalf of the holders of certain securities of Temple-Inland Inc.,
Collateral Account subject to the security interest of Bank One Trust
Company, N.A., as Collateral Agent, for the benefit of Temple-Inland Inc.,
as pledgee" and any successor account.

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

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

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

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

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

         "Pledged Applicable Ownership Interest in the Treasury Portfolio"
has the meaning specified in Section 2.1(c) hereof.

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

         "Pledged Treasury Consideration" has the meaning specified in
Section 2.1(c) hereof.

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

         "Proceeds" means all interest, dividends, cash, instruments,
securities, financial assets (as defined in Section 8-102(a)(9) of the
Code) and other property from time to time received, receivable or
otherwise distributed upon the sale, exchange, collection or disposition of
the Collateral or any proceeds thereof.

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

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

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

         "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.

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

         "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, 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
         (a) 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 (b) 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. In
         addition, any Transfer of Treasury Securities and Treasury
         Consideration hereunder shall be made in accordance with the
         TRADES Regulations and other applicable law.

                                Article II

                       PLEDGE; CONTROL AND PERFECTION

SECTION 2.1       The Pledge.
                  ----------

         (a) The Holders from time to time acting through the Purchase
Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent,
as such attorney-in-fact and as nominal owner of the Collateral, hereby
pledge and grant to the Collateral Agent, for the benefit of the Company,
as collateral security for the performance when due by such Holders of
their respective obligations under the related Purchase Contracts, a
security interest in all of the right, title and interest of the Purchase
Contract Agent and such Holders in:

                  (i) (A) the Notes, Treasury Consideration, Treasury
         Securities and any Applicable Ownership Interest in the Treasury
         Portfolio constituting a part of the Upper DECS or Stripped DECS,
         (B) any Treasury Securities delivered in exchange for any Notes,
         Treasury Consideration or any Applicable Ownership Interest in the
         Treasury Portfolio, as applicable, in accordance with Section 4.1
         hereof, and (C) any Notes, Treasury Consideration or any
         Applicable Ownership Interest in the Treasury Portfolio, as
         applicable, delivered in exchange for any Treasury Securities in
         accordance with Section 4.2 hereof, in each case that have been
         Transferred to or otherwise received by the Collateral Agent and
         not released by the Collateral Agent to such Holders under the
         provisions of this Agreement;

                  (ii) the Collateral Account and all securities, financial
         assets, security entitlements, cash and other property credited
         thereto and all Security Entitlements related thereto; and

                  (iii) all Proceeds of the foregoing (all of the
         foregoing, collectively, the "Collateral").

         (b) Prior to or concurrently with the execution and delivery of
this Agreement, the Purchase Contract Agent, on behalf of the initial
Holders of the Upper DECS, shall cause the Notes comprising a part of the
Upper DECS to be Transferred to the Securities Intermediary for credit to
the Collateral Account.

         (c) The pledge provided in this Section 2.1 is herein referred to
as the "Pledge" and the Notes (or the Notes that are delivered pursuant to
Section 6.2 hereof), Treasury Consideration, Treasury Securities or
Applicable Ownership Interest in the Treasury Portfolio subject to the
Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or
Applicable Ownership Interest in the Treasury Portfolio released from the
Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are
hereinafter referred to as "Pledged Notes," "Pledged Treasury
Consideration," "Pledged Treasury Securities" or "Pledged Applicable
Ownership Interest in the Treasury Portfolio," 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. 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. Whenever directed by
the Collateral Agent acting on behalf of the Company, the Securities
Intermediary shall have the right to re-register in its name the Notes or
any other securities held in physical form.

         (d) Except as may be required in order to release Notes or
Treasury Consideration, as applicable, in connection with a Tax Event
Redemption or with a Holder's election to convert its investment from an
Upper DECS to a Stripped DECS, or except as otherwise required to release
Notes as specified herein, neither the Collateral Agent, the Custodial
Agent nor the Securities Intermediary shall relinquish physical possession
of any certificate evidencing a Note prior to the termination of this
Agreement. If it becomes necessary for the Securities Intermediary to
relinquish physical possession of a certificate in order to release a
portion of the Notes evidenced thereby from the Pledge, the Company or the
Purchase Contract Agent shall use its best efforts to obtain physical
possession of a replacement certificate evidencing any Notes remaining
subject to the Pledge hereunder registered to the Securities Intermediary
or endorsed in blank within fifteen days of the date the Securities
Intermediary relinquished possession. The Securities Intermediary shall
promptly notify the Company and the Collateral Agent of the Securities
Intermediary'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, 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 as nominal owner of the Collateral hereby
authorize and direct 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 (as defined in Section 8-102(a)(8)
of the Code) that the Collateral Agent may deliver with respect to the
Collateral Account, the Collateral credited thereto and any Security
Entitlements with respect to any thereof. In the event the Securities
Intermediary receives from the Holders or the Purchase Contract Agent
entitlement orders which conflict with entitlement orders received from the
Collateral Agent, the Securities Intermediary shall follow the entitlement
orders received from the Collateral Agent. Such instructions and
entitlement orders may, without limitation, direct the Securities
Intermediary to transfer, redeem, assign, or otherwise deliver the Notes,
the Treasury Consideration, the Treasury Securities, any Applicable
Ownership Interest in the Treasury Portfolio and any Security Entitlements
with respect thereto or sell, liquidate or dispose of such assets through a
broker designated by the Company, 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 in
accordance with the terms hereof or as otherwise directed in writing by the
Company. Without limiting the generality of the foregoing, the Collateral
Agent shall issue entitlement orders to the Securities Intermediary as
directed in writing by the Company. (b) The Securities Intermediary 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 Securities Intermediary, or its
         nominee, indorsed to the Securities Intermediary, or its nominee,
         or in blank or credited to another Collateral Account maintained
         in the name of the Securities Intermediary and in no case will any
         financial asset credited to the Collateral Account be registered
         in the name of the Purchase Contract Agent, the Collateral Agent,
         the Company or any Holder, or payable to the order of, or
         specially indorsed to, the Purchase Contract Agent, the Collateral
         Agent, the Company or any Holder except to the extent the
         foregoing have been specially indorsed to the Securities
         Intermediary or in blank;

                  (ii) all property delivered to the Securities
         Intermediary pursuant to this Pledge Agreement (including, without
         limitation, any Notes, Treasury Consideration, Treasury Securities
         or any Applicable Ownership Interest in the Treasury Portfolio)
         will be promptly credited 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 Purchase Contract 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 (as defined
         in Section 8-102(a)(8) of the Code) of such other Person;

                  (v) the Securities Intermediary has not entered into, and
         until the termination of this Agreement will not enter into, any
         agreement with the Company, the Collateral Agent 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;

                  (vi) 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" within the meaning of
         Section 8-102(a)(9) of the Code; and

                  (vii) 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.

         (c) 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 attorney-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. The grant of such power-of-attorney shall not be deemed to require of
the Collateral Agent any specific duties or obligations not otherwise
assumed by the Collateral Agent hereunder. Notwithstanding the foregoing,
in no event shall the Collateral Agent or Securities Intermediary be
responsible for the preparation or filing of any financing or continuation
statements in the appropriate jurisdictions or responsible for maintenance
or perfection of any security interest hereunder.

                                Article III

                       PAYMENTS ON PLEDGED COLLATERAL

SECTION 3.1       Payments.
                  --------

         So long as the Purchase Contract Agent is the registered owner of
the Pledged Notes, Pledged Treasury Consideration, Pledged Applicable
Ownership Interest in the Treasury Portfolio or Pledged Treasury
Securities, it shall receive all payments thereon. If the Pledged Notes are
reregistered, such that the Collateral Agent becomes the registered holder,
all payments of the principal of, or interest on, the Pledged Notes and all
payments of the principal of, or cash distributions on, any Pledged
Treasury Consideration, Pledged Treasury Securities or any Pledged
Applicable Ownership Interest in the Treasury Portfolio, that are received
by the Collateral Agent and 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) quarterly cash distributions on
         Upper DECS that include Pledged Notes, Pledged Treasury
         Consideration or any Pledged Applicable Ownership Interest in the
         Treasury Portfolio, any interest payments with respect to the
         Pledged Notes, Pledged Treasury Consideration or the appropriate
         Pledged Applicable Ownership Interest in the Treasury Portfolio
         (as specified in clause (B) of the definition of Applicable
         Ownership Interest), as the case may be, and (B) any payments of
         principal or, if applicable, the appropriate Applicable Ownership
         Interest in the Treasury Portfolio (as specified in clause (A) of
         the definition of such term) with respect to any Notes, Treasury
         Consideration or the appropriate Applicable Ownership Interest in
         the Treasury Portfolio, as the case may be, that have been
         released from the Pledge pursuant to Section 4.3 hereof, to the
         Purchase Contract Agent, for the benefit of the relevant Holders
         of the Upper DECS, to the account designated by the Purchase
         Contract Agent for such purpose, no later than 11:00 a.m., New
         York City time, on the Business Day such payment is received by
         the Collateral Agent (provided that in the event such payment is
         received by the Collateral Agent on a day that is not a Business
         Day or after 9:00 a.m., New York City time, on a Business Day,
         then such payment shall be made no later than 9:30 a.m., New York
         City time, on the next succeeding Business Day);

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

                  (iii) in the case of payments in respect of any Pledged
         Notes, Pledged Treasury Consideration, Pledged Treasury Securities
         or the appropriate Pledged Applicable Ownership Interest in the
         Treasury Portfolio (as specified in clause (A) of the definition
         of such term), as the case may be, to be paid upon settlement of
         such Holder's obligations to purchase Common Stock under the
         Purchase Contract, to the Company on the Stock Purchase Date in
         accordance with the procedure set forth in Section 4.5(a) or
         4.5(b) hereof, in full satisfaction of the respective obligations
         of the Holders under the related Purchase Contracts.

SECTION 3.2       Application of Payments.
                  -----------------------

         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
principal on account of any Note, Treasury Consideration or the appropriate
Applicable Ownership Interest in the Treasury Portfolio (as specified in
clause (A) of the definition of such term), as applicable, that, at the
time of such payment, is a Pledged Note, Treasury Consideration or the
appropriate Applicable Ownership Interest in the Treasury Portfolio (as
specified in clause (A) of the definition of such term), as the case may
be, or a Holder of a Stripped DECS 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 (and promptly deliver the same over to the Company) 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 so received.

                                Article IV

          SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES

SECTION 4.1 Collateral Substitution and the Creation of Stripped DECS.

         At any time on or prior to the second Business Day immediately
preceding the Stock Purchase Date, a Holder of Upper DECS shall have the
right to substitute Treasury Securities for the Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, securing such Holder's obligations
under the Purchase Contracts comprising a part of such Upper DECS, in
integral multiples of 20 Upper DECS, or after a remarketing of the Notes
pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in
integral multiples of Upper DECS such that Treasury Securities to be
deposited and the applicable Treasury Consideration or the Applicable
Ownership Interest in the Treasury Portfolio to be released are in integral
multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury
Securities having an aggregate principal amount equal to the aggregate
Stated Amount of such Upper DECS and (b) delivering such Upper DECS 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 Treasury Securities to the Collateral Agent pursuant
to clause (a) above (stating the principal amount and the CUSIP numbers 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, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may
be, related to such Upper DECS, whereupon the Purchase Contract Agent shall
promptly give such instruction in writing to the Collateral Agent in the
form provided in Exhibit A hereto; provided that, such Holder may not
substitute such Treasury Securities for such Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio pursuant to this Section 4.1 during the period from four
Business Days prior to any Remarketing Period until the expiration of three
Business Days after the end of such Remarketing Period. Upon receipt of
Treasury Securities from a Holder of Upper DECS and the related written
instruction from the Purchase Contract Agent, the Collateral Agent shall
release the Pledged Notes, Pledged Treasury Consideration or the Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may
be, and shall promptly Transfer such Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, free and clear of any lien, pledge or
security interest created hereby, to the Purchase Contract Agent. 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, claims and encumbrances.

SECTION 4.2 Collateral Substitution and the Re-Creation of Upper DECS.

         At any time on or prior to the second Business Day immediately
preceding the Stock Purchase Date, a Holder of Stripped DECS shall have the
right to reestablish Upper DECS (a) consisting of the Purchase Contracts
and Notes in integral multiples of 20 Stripped DECS, or (b) after a
remarketing of the Notes pursuant to the Purchase Contract Agreement or a
Tax Event Redemption, consisting of the Purchase Contracts and the
appropriate Treasury Consideration (identified and calculated by reference
to the Treasury Consideration then comprising Upper DECS) or the
appropriate portion of the Treasury Portfolio in integral multiples of
Stripped DECS such that the Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio to be deposited and the Treasury
Securities to be released are in integral multiples of $1,000, by (x)
Transferring to the Collateral Agent Notes or the appropriate Treasury
Consideration or the Applicable Ownership Interest in the Treasury
Portfolio (as defined in clause (A) of the definition of such term), as the
case may be, then comprising such number of Upper DECS as is equal to such
Stripped DECS and (y) delivering such Stripped DECS 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 Notes, Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio 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 related to such Stripped DECS, whereupon the Purchase Contract
Agent shall give such instruction to the Collateral Agent in the form
provided in Exhibit A hereto; provided that, such Holder of Stripped DECS
shall not have the right to reestablish Upper DECS pursuant to this Section
4.2 during the period from four Business Days prior to any Remarketing
Period until the expiration of three Business Days after the end of such
Remarketing Period. Upon receipt of the Notes or the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio,
as the case may be, from such Holder and the instruction from the Purchase
Contract Agent, the Collateral Agent shall release the Pledged Treasury
Securities and shall promptly Transfer such Pledged Treasury Securities,
free and clear of any lien, pledge or security interest created hereby, to
the Purchase Contract Agent.

SECTION 4.3       Termination Event.
                  -----------------

         (a) 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 promptly Transfer any Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, and Pledged Treasury Securities to the
Purchase Contract Agent for the benefit of the Holders of the Upper DECS
and the Stripped DECS, respectively, free and clear of any lien, pledge or
security interest or other interest created hereby.

         (b) 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, Pledged Treasury Consideration, Pledged Applicable
Ownership Interest in the Treasury Portfolio, or Pledged Treasury
Securities, as the case may be, as provided by this Section 4.3, the
Purchase Contract Agent shall:

                  (i) use its best efforts to obtain at the expense of the
         Company 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, Pledged Treasury Consideration, Pledged Applicable
         Ownership Interest in the Treasury Portfolio or 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, Pledged Treasury Consideration, Pledged Applicable
         Ownership Interest in the Treasury Portfolio or 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
         in subsection (i)(z) hereof within ten days after the occurrence
         of such Termination Event.

SECTION 4.4       Early Settlement; Merger Early Settlement; Cash Settlement.
                  ----------------------------------------------------------

         Upon written notice to the Collateral Agent by the Purchase
Contract Agent that one or more Holders of Upper DECS or Stripped DECS have
elected to effect Early Settlement, Merger Early Settlement or Cash
Settlement of their respective obligations under the Purchase Contracts
forming a part of such Upper DECS or Stripped DECS 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, Merger Early Settlement or
Cash Settlement), and that the Purchase Contract Agent has received from
such Holders, and paid to the Company, as confirmed to the Collateral Agent
in writing by the Company, the related Early Settlement Amounts, Merger
Early Settlement Amounts or the Purchase Prices in the case of the Cash
Settlement, as the case may be, pursuant to the terms of the Purchase
Contracts and the Purchase Contract Agreement and that all conditions to
such Early Settlement, Merger Early Settlement or Cash Settlement, as the
case may be, have been satisfied, then the Collateral Agent shall release
from the Pledge (a) Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, in the case of a Holder of Upper DECS or (b) Pledged Treasury
Securities, in the case of a Holder of Stripped DECS, relating to such
Purchase Contracts as to which such Holders have elected to effect Early
Settlement, Merger Early Settlement or Cash Settlement, and shall Transfer
all such Pledged Notes, Pledged Treasury Consideration, Pledged Applicable
Ownership Interest in the Treasury Portfolio or 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 4.5       Remarketing; Application of Proceeds; Settlement.
                  ------------------------------------------------

         (a) Pursuant to the Purchase Contract Agreement, the Purchase
Contract Agent shall notify, by 10:00 a.m., New York City time, on the
third Business Day preceding the Remarketing Date or any Subsequent
Remarketing Date, as the case may be, the Remarketing Agent and the
Collateral Agent of the aggregate principal amount of Notes comprising part
of Upper DECS to be remarketed. The Collateral Agent shall, by 10:00 a.m.,
New York City time, on the Business Day immediately preceding the first day
of any Remarketing Period or any Subsequent Remarketing Period, as the case
may be, without any instruction from Holders of Upper DECS, deliver the
Pledged Notes to be remarketed to the Remarketing Agent for remarketing.
After deducting as the remarketing fee an amount not exceeding 25 basis
points (0.25%) of the total proceeds of such remarketing of Pledged Notes,
the Remarketing Agent will deliver the Agent-purchased Treasury
Consideration (as defined in the Purchase Contract Agreement) purchased
from the proceeds of the remarketing to the Purchase Contract Agent, which
shall thereupon deliver such Agent-purchased Treasury Consideration to the
Collateral Agent. Upon receipt of the Agent-purchased Treasury
Consideration from the Purchase Contract Agent following a successful
remarketing, (i) the Collateral Agent, for the benefit of the Company,
shall thereupon hold in the Collateral Account such Agent-Purchased
Treasury Consideration to secure the obligations under the Purchase
Contracts of Holders of Upper DECS participating in the successful
remarketing and to fund the quarterly interest payment due to such Holders
of Upper DECS on the Stock Purchase Date, and (ii) the remaining portion,
if any, of the proceeds of such successful remarketing shall be distributed
by the Remarketing Agent to the Purchase Contract Agent for payment to such
Holders of Upper DECS participating in such remarketing. On the Stock
Purchase Date, the Collateral Agent shall, at the direction of the Company,
(i) apply that portion of the payments received in respect of the Pledged
Treasury Consideration equal to the aggregate Stated Amount of the related
Upper DECS to satisfy in full the obligations of such Holders of Upper DECS
to pay the Purchase Price under the related Purchase Contracts and (ii)
apply the remaining portion to pay the quarterly interest payment due to
such Holders of Upper DECS on such Stock Purchase Date, which such
quarterly interest payment shall be paid on the Pledged Notes in an amount
equal to the Coupon Rate for such quarterly interest payment.

         (b) Within three Business Days following the Last Failed
Remarketing, if any, the Notes delivered to the Remarketing Agent pursuant
to Section 4.5(a) hereof shall be returned to the Collateral Agent,
together with written notice from the Remarketing Agent of the Last Failed
Remarketing. The Collateral Agent, for the benefit of the Company, shall
thereupon hold such Notes to secure the obligations of Holders of Upper
DECS under the Purchase Contracts. The Remarketing Agent shall make one or
more attempts to remarket the Notes in accordance with the procedures set
forth in the Purchase Contract Agreement and the Remarketing Agreement,
provided that the requirements of Section 5.4(b)(ii) of the Purchase
Contract Agreement have been met. If by 4:00 p.m., New York City time, on
the Business Day immediately preceding the Stock Purchase Date, the
Remarketing Agent has failed to remarket the Notes at 100.50% of the
Remarketing Value (as described in the Purchase Contract Agreement), the
Last Failed Remarketing shall be deemed to have occurred. In this case, the
Remarketing Agent shall advise the Collateral Agent in writing that it
cannot remarket the related Pledged Notes of such Holders of Upper DECS,
and the Holders of Upper DECS that have not made a Cash Settlement, Early
Settlement or Merger Early Settlement of the Purchase Contracts underlying
their Upper DECS shall be deemed to have directed the Company to retain or
dispose of the Pledged Notes in satisfaction of their obligations under the
Purchase Contracts. 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 Holders' obligations to pay the
Purchase Price for the Common Stock; provided, that if upon a Failed
Remarketing, the Collateral Agent exercises such rights for the benefit of
the Company with respect to such Notes, any accrued and unpaid interest on
such Notes will become payable by the Company to the Purchase Contract
Agent for payment to the Holder of the Upper DECS to which such Notes
relate in accordance with the Purchase Contract Agreement.

         (c) In the event a Holder of Stripped DECS has not made a Cash
Settlement, Early Settlement or Merger Early Settlement of the Purchase
Contracts underlying its Stripped DECS, 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 payments received in respect of the related
Pledged Treasury Securities. Without receiving any instruction from any
such Holder, the Collateral Agent shall apply such payments to the
settlement of such Purchase Contracts on the Stock Purchase Date. In the
event the payments received in respect of the related Pledged Treasury
Securities are in excess of the aggregate Purchase Price of the Purchase
Contracts being settled thereby, the Collateral Agent shall distribute such
excess, when received, to the Purchase Contract Agent for the benefit of
such Holders of Stripped DECS.

         (d) On or prior to the fourth Business Day preceding the first day
of any Remarketing Period, but no earlier than the Payment Date immediately
preceding February 17, 2005, 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. On the third Business Day prior
to the first day of any Remarketing Period, by 10:00 a.m., New York City
time, the Custodial Agent shall notify the Remarketing Agent of the number
of such Separate Notes to be remarketed. The Custodial Agent will 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
fifth Business Day immediately preceding the first day of any Remarketing
Period and any Subsequent Remarketing Period, upon which notice the
Custodial Agent will return such Separate Notes to such holder. On the
third Business Day immediately preceding the first day of any Remarketing
Period and any Subsequent Remarketing Period, the Custodial Agent at the
written direction of the Remarketing Agent will deliver to the Remarketing
Agent for remarketing all Separate Notes delivered to the Custodial Agent
pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms
hereof prior to such date. The portion of the proceeds from such
remarketing equal to the amount calculated in respect of such Separate
Notes as set forth in Section 5.4(b) of the Purchase Contract Agreement
will automatically be remitted by the Remarketing Agent to the Custodial
Agent for the benefit of the holders of such Separate Notes. In addition,
after deducting as the remarketing fee an amount not exceeding 25 basis
points (0.25%) of the total proceeds of such remarketing of such Separate
Notes, the Remarketing Agent will remit to the Custodial Agent the
remaining portion of the proceeds, if any, for the benefit of such holders
of such Separate Notes. If, despite using its reasonable best efforts, the
Remarketing Agent advises the Custodial Agent in writing that there has
been a Failed Remarketing, the Remarketing Agent will promptly return such
Separate Notes to the Custodial Agent for redelivery to such holders of
such Separate Notes.

                                 Article V

                           VOTING RIGHTS -- NOTES

SECTION 5.1       Exercise by Purchase Contract Agent.
                  -----------------------------------

         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 not exercise or, as the case may be, shall not refrain from
exercising such right if, in the judgment of the Company, such action would
impair or otherwise have a material adverse effect on the value of all or
any of the Pledged Notes; and provided, further, 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.

                                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 available at law or in
equity, after an event of default under the Purchase Contracts, 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 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 that 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,
in each case at the written direction of the Company.

         (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 any Pledged Notes,
Pledged Treasury Consideration, Pledged Applicable Ownership Interest in
the Treasury Portfolio or Pledged Treasury Securities as provided in
Article III hereof in satisfaction of the obligations of the Holders of
Upper DECS or Stripped DECS of which such Pledged Notes, Pledged Treasury
Consideration, Pledged Applicable Ownership Interest in the Treasury
Portfolio or Pledged Treasury Securities, as applicable, is a part under
the related Purchase Contracts, the inability to make such payments shall
constitute an event of default under the Purchase Contracts and the
Collateral Agent shall have and may exercise, with reference to such
Pledged Notes, Pledged Treasury Securities, Pledged Applicable Ownership
Interest in the Treasury Portfolio or Pledged Treasury Consideration, 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) the
principal amount of, or interest on, the Pledged Notes, or (ii) the
principal amount of, or interest (if any) on, the Pledged Treasury
Consideration, Pledged Applicable Ownership Interest of the Treasury
Portfolio or Pledged Treasury Securities, 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 Upper DECS and Stripped DECS, agrees
that, from time to time, upon the written request of the Company or the
Collateral Agent (acting upon the written request of the Company), the
Purchase Contract Agent or such Holder shall execute and deliver such
further documents and do such other acts and things as the Company or the
Collateral Agent (acting upon the written request of the Company) 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
Holder for executing any documents or taking any such acts requested by the
Company or the Collateral Agent (acting upon the written request of the
Company) hereunder, except for liability for its own negligent act, its own
negligent failure to act, its bad faith or its own willful misconduct.

SECTION 6.2       Substitutions.
                  -------------

         Whenever a Holder has the right to substitute Treasury Securities,
Notes, Treasury Consideration or the appropriate Applicable Ownership
Interest in 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.

SECTION 6.3       Tax Event Redemption.
                  --------------------

         Upon the occurrence of a Tax Event Redemption prior to a
successful remarketing of the Pledged Notes, the aggregate Redemption Price
payable on the Tax Event Redemption Date with respect to such Pledged Notes
shall be delivered to the Collateral Agent by the Trustee on or prior to
12:00 p.m., New York City time, by 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 Upper DECS.
The Collateral Agent shall Transfer the Treasury Portfolio to the
Collateral Account to secure the obligation of all Holders of Upper DECS to
purchase Common Stock of the Company under the Purchase Contracts
constituting a part of such Upper DECS, 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.

                                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 Section 2.1 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 Section 2.1 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 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 Upper DECS
and Stripped DECS.

                                Article VIII

                            THE COLLATERAL AGENT

SECTION 8.1       Appointment, Powers and Immunities.
                  ----------------------------------

         (a) 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:

                  (i) 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 by any party hereto beyond the specific terms hereof;

                  (ii) 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 Upper DECS or Stripped DECS 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 Upper DECS or
         Stripped DECS 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, existence, validity, perfection or maintenance of
         any security interest created hereunder;

                  (iii) shall not be required to initiate or conduct any
         litigation or collection proceedings hereunder (except in the case
         of the Collateral Agent, pursuant to written directions furnished
         under Section 8.2 hereof, subject to Section 8.6 hereof);

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

                  (v) shall not be required to advise any party as to
         selling or retaining, or taking or refraining from taking any
         action with respect to, the Upper DECS or Stripped DECS or other
         property deposited hereunder.

         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.

         (b) 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
excess of the value of the Collateral or for any special, indirect,
individual, consequential damages or lost profits or loss of business,
arising in connection with this Agreement even if the Collateral Agent, the
Custodial Agent or the Securities Intermediary has been advised of the
likelihood of such loss or damage being incurred and regardless of the form
of action. 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.

         (c) The Collateral Agent, Custodial Agent and Securities
Intermediary shall have no liability whatsoever for the action or inaction
of any Clearing Agency or any book-entry system thereof. In no event shall
any Clearing Agency or any book-entry system thereof be deemed an agent or
subcustodian of the Collateral Agent, Custodial Agent and Securities
Intermediary. The Collateral Agent, Custodial Agent and Securities
Intermediary shall not be responsible or liable for any failure or delay in
the performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires;
floods; war (whether declared or undeclared); terrorism; civil or military
disturbances; sabotage; epidemics; riots; interruptions, loss or
malfunctions of utilities, computer (hardware or software) or
communications service; accidents; labor disputes; acts of civil or
military authority; governmental actions; or inability to obtain labor,
material, equipment or transportation.

SECTION 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 each receive
indemnity reasonably satisfactory to it 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 or facsimile)
reasonably believed by it to be genuine and correct and to have been signed
or sent by or on behalf of the proper Person or Persons (without being
required to determine the correctness of any fact stated therein), 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 Upper DECS or Stripped DECS
and any holder of Separate Notes (and any of their respective subsidiaries
or affiliates) as if it were not acting as the 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 Upper DECS or Stripped DECS 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, except as
provided in this Agreement, it shall not accept, receive or permit there to
be created in favor of itself (and waives any right of set-off or banker's
lien with respect to) 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 not be commingled with any other assets of any such Person.

SECTION 8.5       Non-Reliance on Collateral Agent.
                  --------------------------------

         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 Purchase Contract Agent or any Holder of
Upper DECS or Stripped DECS of this Agreement, the Purchase Contract
Agreement, the Upper DECS or Stripped DECS 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 Upper DECS or Stripped
DECS. 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 Upper DECS or Stripped DECS 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:

         (a) to pay each of the Collateral Agent, the Custodial Agent and
the Securities Intermediary from time to time such compensation as shall be
agreed in writing between the Company and the Collateral Agent, Custodial
Agent or the Securities Intermediary, as the case may be, for all services
rendered by each of them hereunder, and

         (b) to indemnify the Collateral Agent, the Custodial Agent, the
Securities Intermediary and their officers, directors and agents for, and
to hold each of them harmless from and against, any loss, liability or
reasonable out-of-pocket expense incurred without gross negligence, bad
faith or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of its powers and duties under this
Agreement, including the out-of-pocket costs and expenses (including 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 or
collecting such amounts. The Collateral Agent, the Custodial Agent and the
Securities Intermediary shall each promptly notify the Company of any third
party claim that 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. The provisions of this Section 8.6
shall survive the resignation or removal of the Collateral Agent, the
Custodial Agent and the Securities Intermediary or the termination of this
Agreement.

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, the Collateral Agent, Custodial Agent and the Securities
Intermediary shall be entitled, after prompt 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, Custodial Agent or the Securities Intermediary 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, 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, reasonably satisfactory to the
Collateral Agent, Custodial Agent or the Securities Intermediary, as the
case may be, or (ii) the 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, Custodial
Agent or the Securities Intermediary, as the case may be, sufficient to
save the Collateral Agent, 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 that the Collateral Agent, Custodial
Agent or the Securities Intermediary, as the case may be, may incur by
reason of its acting without willful misconduct or gross negligence. The
Collateral Agent, 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, 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,
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, 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
Upper DECS and Stripped DECS, (b) the Collateral Agent, Custodial Agent and
the Securities Intermediary may be removed at any time by the Company and
(c) if the Collateral Agent, 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, Custodial Agent or the
Securities Intermediary may be removed by the Purchase Contract Agent. 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. The Company
shall promptly notify the Purchase Contract Agent of any removal of the
Collateral Agent, the Custodial Agent or the Securities Intermediary
pursuant to clause (b) of the second 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
at the Company's expense 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,
Custodial Agent and the Securities Intermediary shall be a bank which has
an office in New York, New York with a combined capital and surplus of at
least $50,000,000. 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 after the payment of any outstanding
fees, expenses and indemnities due and owing to such remaining party. The
retiring Collateral Agent, Custodial 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 Section 8.8, and Section
8.6 hereof, 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 hereunder.

SECTION 8.9       Right to Appoint Agent or Advisor.
                  ---------------------------------

         The Collateral Agent shall have the right to appoint or consult
with 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 (other than legal counsel) 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, the
Custodial Agent or the Securities Intermediary.

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.

                                 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, when authorized by a Board Resolution, 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:

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

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

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

                  (iv) 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 by a Board
Resolution, 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 Upper DECS or Stripped DECS;
provided, however, that no such supplemental agreement shall, without the
consent of the Holder of each Outstanding DECS adversely affected thereby,

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

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

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

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

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 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 and, in the case of an amendment
pursuant to Section 9.1, that such amendment does not adversely affect the
validity, perfection or priority of the security interests granted or
created hereunder.

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.
                  -----------------------

         Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any amendment pursuant to this Section
may, and shall if required by the Collateral Agent or the Purchase Contract
Agent, bear a notation in form approved by the Purchase Contract Agent and
the Collateral Agent as to any matter provided for in such amendment. If
the Company shall so determine, new 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 the Holders in exchange for outstanding
Certificates.

                                 Article X

                               MISCELLANEOUS

SECTION 10.1      No Waiver.
                  ---------

         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. 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 REGARD TO ITS PRINCIPLES OF
CONFLICTS OF LAWS. Without limiting the foregoing, the above choice of law
is expressly agreed to by the Securities Intermediary, the Collateral
Agent, the Custodial 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, which law, for
purposes of the Code, shall be deemed to be the law governing all Security
Entitlements related thereto. In addition, such parties agree that, for
purposes of the Code, New York shall be the Securities Intermediary's
jurisdiction. The Company, the Collateral Agent and the Holders from time
to time of the Upper DECS and Stripped DECS, acting through the Purchase
Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive
jurisdiction of the United States District 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 Upper DECS and
Stripped DECS, 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.

SECTION 10.3      Notices.
                  -------

         Unless otherwise stated herein, all notices, requests, 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 personally delivered or, in the case of a mailed notice or
notice transmitted by telecopier, 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 Upper DECS or Stripped
DECS, 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 liberally 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 the Collateral Agent, the
Securities Intermediary and the Custodial Agent for:

         (a) all reasonable costs and all reasonable expenses of the
Collateral Agent, the Custodial Agent and the Securities Intermediary
(including, without limitation, the reasonable fees and expenses of counsel
to the Collateral Agent, the Custodial Agent and the Securities
Intermediary), 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 the Collateral Agent
(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 Upper DECS or Stripped DECS to
satisfy its obligations under the Purchase Contracts forming a part of the
Upper DECS and Stripped DECS and (ii) the enforcement of this Section 10.7;
and

         (c) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by 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 Upper DECS or Stripped DECS 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 Upper DECS or Stripped DECS 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      Waiver of Jury Trial.
                  --------------------

         EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

                          [SIGNATURE PAGE FOLLOWS]





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

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

                          Address for Notices:
                          303 South Temple Drive
                          Diboll, Texas 75941
                          Attention:  General Counsel
                          Telecopy:  936-829-3333


                          JPMORGAN CHASE BANK, as Purchase Contract
                          Agent and as attorney-in-fact of the Holders
                          from time to time of the Upper DECS and
                          Stripped DECS


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

                          Address for Notices:
                          450 West 33rd Street
                          New York, New York  10001
                          Attention:  Institutional Trust Services
                          Telecopy:  212-946-8160


                          BANK ONE TRUST COMPANY, N.A., as Collateral
                          Agent, Custodial Agent and Securities
                          Intermediary


                          By: /s/ J. Morand
                             -------------------------------------------
                              Name: J. Morand
                              Title:   Vice President

                          Address for Notices:
                          1 Bank One Plaza
                          Chicago, Illinois  60670
                          Attention:  Corporate Trust Administration
                          Telecopy:  312-336-8840/1




                                 EXHIBIT A

                     INSTRUCTION FROM PURCHASE CONTRACT
                         AGENT TO COLLATERAL AGENT

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

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

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

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




Date:  _____________________

                                              JPMORGAN CHASE BANK, as
                                              Purchase Contract Agent


                                              By:______________________________
                                                 Name:
                                                 Title:


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

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




                                 EXHIBIT B

                   INSTRUCTION TO PURCHASE CONTRACT AGENT

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

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

Date:  ___________________          Signature:_______________________________

                                    Signature Guarantee:_____________________

Please print name and address of Registered Holder:

Name:

Social Security or other Taxpayer Identification Number, if any:

Address:




                                 EXHIBIT C

            INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

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

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

         The undersigned hereby notifies you in accordance with Section
4.5(d) of the Pledge Agreement, dated as of May 1, 2002 (the "Pledge
Agreement"), among the Company, yourselves, as Collateral Agent, Securities
Intermediary and Custodial Agent, and JPMorgan Chase Bank, as Purchase
Contract Agent and as attorney-in-fact for the Holders of Upper DECS and
Stripped DECS from time to time, that the undersigned elects to deliver
$__________ aggregate principal amount of Notes for delivery to the
Remarketing Agent on the fourth Business Day immediately preceding the
first day of any Remarketing Period or any Subsequent Remarketing Period
for remarketing pursuant to Section 4.5(d) 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, net of amounts payable to
the Remarketing Agent in accordance with the Pledge Agreement, 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 a Failed 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 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
4.5(d) of the Pledge Agreement. Capitalized terms used herein but not
defined shall have the meaning set forth in the Pledge Agreement.

Date:  ___________________              Signature:____________________________

                                        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):

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.

Name of Account Party:                                       DTC Account Number:




                                 EXHIBIT D

                  INSTRUCTION TO CUSTODIAL AGENT REGARDING

                        WITHDRAWAL FROM REMARKETING

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

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

         The undersigned hereby notifies you in accordance with Section
4.5(d) of the Pledge Agreement, dated as of May 1, 2002 (the "Pledge
Agreement"), among the Company, yourselves, as Collateral Agent, Securities
Intermediary and Custodial Agent and JPMorgan Chase Bank, as Purchase
Contract Agent and as attorney-in-fact for the Holders of Upper DECS and
Stripped DECS from time to time, that the undersigned elects to withdraw
the $_____ aggregate principal amount of Notes delivered to the Custodial
Agent on ___________, 2005 for remarketing pursuant to Section 4.5(d) 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 4.5(d) of the Pledge Agreement. Capitalized terms
used herein but not defined shall have the meaning set forth in the Pledge
Agreement.

Date:  ___________________              Signature:___________________________

                                        Signature Guarantee:_________________
Name:

Social Security or other Taxpayer Identification Number, if any:

Address:

A.       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.

Name of Account Party:                                      DTC Account Number: