<PAGE>

                                                                     EXHIBIT 4.5



                                 ANTHEM, INC.

                                      AND


                            ----------------------,

                          AS PURCHASE CONTRACT AGENT



                          PURCHASE CONTRACT AGREEMENT




                             Dated as of ___, 2001
<PAGE>

                               TABLE OF CONTENTS

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                                   ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS
                                      OF
                              GENERAL APPLICATION

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SECTION 1.1   Definitions...................................................................   1
SECTION 1.2   Compliance Certificates and Opinions..........................................  12
SECTION 1.3   Form of Documents Delivered to Agent..........................................  13
SECTION 1.4   Acts of Holders; Record Dates.................................................  13
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 UNITS

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...........................  22
SECTION 3.6   Book-Entry Interests..........................................................  23
SECTION 3.7   Notices to Holders............................................................  24
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SECTION 3.8   Appointment of Successor Clearing Agency......................................  24
SECTION 3.9   Definitive Certificates.......................................................  24
SECTION 3.10  Mutilated, Destroyed, Lost and Stolen Certificates............................  25
SECTION 3.11  Persons Deemed Owners.........................................................  26
SECTION 3.12  Cancellation..................................................................  27
SECTION 3.13  Establishment of Stripped Units...............................................  27
SECTION 3.14  Reestablishment of Normal Units...............................................  29
SECTION 3.15  Transfer of Collateral upon Occurrence of Termination Event...................  30
SECTION 3.16  No Consent to Assumption......................................................  30


                                   ARTICLE IV

                                 THE DEBENTURES

SECTION 4.1   Payment of Interest; Rights to Interest Payments Preserved;
              Notice........................................................................  31
SECTION 4.2   Notice and Voting.............................................................  32


                                    ARTICLE V

                     THE PURCHASE CONTRACTS; THE REMARKETING

SECTION 5.1   Purchase of Shares of Common Stock............................................  32
SECTION 5.2   Contract Fee Payments.........................................................  34
SECTION 5.3   Deferral of Contract Fee 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.............................................................  53
SECTION 5.12  No Fractional Shares..........................................................  53

                                    ARTICLE VI

                                     REMEDIES

SECTION 6.1   Unconditional Right of Holders to Purchase Common Stock.......................  53
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
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                                      ii
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SECTION 6.6   Waiver of Stay or Extension Laws......................................   55


                                   ARTICLE VII

                                    THE AGENT

SECTION 7.1   Certain Duties and Responsibilities...................................   55
SECTION 7.2   Notice of Default.....................................................   56
SECTION 7.3   Certain Rights of Agent...............................................   56
SECTION 7.4   Not Responsible for Recitals or Issuance of Units.....................   57
SECTION 7.5   May Hold Units........................................................   57
SECTION 7.6   Money Held in Custody.................................................   58
SECTION 7.7   Compensation and Reimbursement........................................   58
SECTION 7.8   Corporate Agent Required; Eligibility.................................   58
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...........   60
SECTION 7.12  Preservation of Information; Communications to Holders................   61
SECTION 7.13  No Obligations of Agent...............................................   61
SECTION 7.14  Tax Compliance........................................................   61


                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

SECTION 8.1   Supplemental Agreements Without Consent of Holders....................   62
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..................................   64

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1   Covenant Not to Merge, Consolidate, Sell or Convey Property Except
              Under Certain Conditions..............................................   65
SECTION 9.2   Rights and Duties of Successor Corporation............................   65
SECTION 9.3   Opinion of Counsel Given to Agent.....................................   66


                                    ARTICLE X

                                    COVENANTS
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SECTION 10.1    Performance Under Purchase Contracts..................................  66
SECTION 10.2    Maintenance of Office or Agency.......................................  66
SECTION 10.3    Company to Reserve Common Stock.......................................  67
SECTION 10.4    Covenants as to Common Stock..........................................  67
SECTION 10.5    Statements of Officer of the Company as to Default....................  67
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EXHIBITS

EXHIBIT A   Form of Normal Units Certificate
EXHIBIT B   Form of Stripped Units Certificate
EXHIBIT C   Instruction from Purchase Contract Agent to Collateral Agent
EXHIBIT D   Instruction to Purchase Contract Agent

                                      iv
<PAGE>

     PURCHASE CONTRACT AGREEMENT, dated as of ___, 2001, between Anthem, Inc.,
an Indiana corporation (the "Company"), and [__], [a national banking
association] [a _______ banking corporation], acting as purchase contract agent
for the Holders of Units from time to time (the "Agent").

                                   RECITALS

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

     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 Units 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
<PAGE>

     (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 of 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.

     "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 the 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.

                                       2
<PAGE>

     "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 that is not a Saturday, Sunday or day on which
banking institutions and trust companies in The City of New York or at a place
of payment are authorized or required by law, regulation or executive order to
close.

     "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.

     "Certificate" means a Normal Units Certificate or a Stripped Units
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 Units 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 Units.

     "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.

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

     "Collateral Agent" means [________], a [________] banking corporation, 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.

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

                                       3
<PAGE>

     "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 Fee Payments" means, in the case of Normal Units and Stripped
Units, the amount payable by the Company in respect of each Purchase Contract
constituting a part of such Unit, equal to __% 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 Fee Payments accrued pursuant to Section 5.3.

     "Corporate Trust Office" means the principal corporate trust office of the
Agent at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at ___, except that for
purposes of Section 10.2, such term shall mean the office or agency of the Agent
in the Borough of Manhattan, The City of New York, which office at the date
hereof is located at ___.

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

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

     "Custodial Agent" means [_______], a [________] banking corporation, 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.

     "Debentures" means the series of subordinated debt securities of the
Company designated the ___ % Subordinated Debentures due 2006, to be issued
under the First Supplemental Indenture, dated as of the date hereof, between the
Company and [__________], as trustee.

     "Deferred Contract Fee 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).

                                       4
<PAGE>

     "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 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.

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

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

     "First Supplemental Indenture" means the First Supplemental Indenture,
dated as of ___, 2001, between the Company and [__________], a [________]
banking corporation, as trustee.

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

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

     "Indenture" means the Indenture, dated as of ___, 2001, between the Company
and the Trustee.

     "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.

                                       5
<PAGE>

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

     "Normal Unit" means the collective rights and obligations of a Holder of a
Normal Units Certificate in respect of a Debenture or the appropriate Treasury
Consideration, as the case may be, subject in each case to the Pledge thereof,
and the related Purchase Contract.

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

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

     "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 meaning specified in Section
5.4(b)(iv).

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

         (i)   If a Termination Event has occurred, (A) Stripped Units and (B)
     Normal Units for which the related Debenture or the appropriate Treasury
     Consideration, as the case may be, has been theretofore deposited with the
     Agent in trust for the Holders of such Normal Units;

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

         (iii) Normal Units and Stripped Units evidenced by Certificates in
     exchange for or in lieu of which other Certificates have been
     authenticated, executed on behalf of the Holder and delivered pursuant to

                                       6
<PAGE>

     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 Normal
     Units or Stripped Units evidenced by such Certificate are valid obligations
     of the Company;

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

     "Payment Date" means each ___, ___, ___ and ___, commencing ___, 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 Debentures, the
Treasury Securities or the appropriate Treasury Consideration, in each case
constituting a part of the Units, 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 Units.

     "Pledged Debentures" has the meaning set forth in the Pledge Agreement.

     "Pledged Treasury Consideration" has the meaning set forth in the Pledge
Agreement.

     "Pledged Treasury Securities" has the meaning set forth in the Pledge
Agreement.

                                       7
<PAGE>

     "Predecessor Certificate" means a Predecessor Normal Units Certificate or a
Predecessor Stripped Units Certificate.


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

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

     "Purchase Contract," when used with respect to any Unit, means the contract
forming a part of such Unit and obligating the Company to sell and the Holder of
such Unit 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).

     "Record Date" for the distribution payable on any Payment Date means, as to
any Global Certificate, the Business Day next preceding such Payment Date, and
as to any other Certificate, a day selected by the Company which shall be more
than one Business Day but less than 60 Business Days prior to such Payment Date.

     "Register" means the Normal Units Register and the Stripped Units Register,
as applicable.

     "Registrar" means the Normal Units Registrar and the Stripped Units
Registrar, as applicable.

                                       8
<PAGE>

     "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 preceding ___, 2004.

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

     "Remarketing Value" means the sum of

         (i)    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 Payment Date falling on the Stock Purchase Date, an amount of
     cash equal to the aggregate distributions that are scheduled to be payable
     on that Payment Date, on (1) the Debentures which are included in Normal
     Units and (2) the Separate Debentures, in each case, which are
     participating in the remarketing, assuming for that purpose that (x) no
     interest payment on the Debentures will then have been deferred and (y) the
     interest rate on the Debentures is equal to the Coupon Rate,

         (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 of (1) such Debentures that are included in Normal Units and (2) the
     Separate Debentures, in each case, which are participating in the
     remarketing, and

         (iii)  if interest payments on the Debentures are then being deferred,
     the amount equal to the aggregate unpaid interest payments on (1) the
     Debentures that are included in Normal Units and (2) the Separate
     Debentures, in each case, which are participating in the remarketing
     accrued to the third business day following the Remarketing Date or the
     Subsequent Remarketing Date, as the case may be;

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 Remarketing Value, and (y) the U.S. Treasury securities are valued
based on the ask-side price of the 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 Subsequent Remarketing Date, as the case may be, as
determined on a third-day settlement basis by a reasonably and customary means
selected in good faith by the Remarketing Agent, plus accrued interest to that
date.

                                       9
<PAGE>

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

     "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
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 shall
have direct responsibility for the administration of this Agreement.

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

     "Securities Intermediary" means [___________], a [_________] banking
corporation, in its capacity as Securities Intermediary under the Pledge
Agreement, together with its successors in such capacity.

     "Separate Debentures" 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.

     "Stated Amount" means, with respect to any one Debenture, Normal Unit or
Stripped Unit, $50.

     "Stock Purchase Date" means ___, 2004.

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

     "Stripped Units Register" and "Stripped Units 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,

                                       10
<PAGE>

     such date in no event to be later than four business days immediately
     preceding the Stock Purchase Date.

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

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

               (i)    at any time on or prior to the 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, 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)   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.

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

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

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

                                       11
<PAGE>

          "Treasury Security" means a zero coupon U.S. Treasury security (CUSIP
     Number ___) maturing on ___, 2004 [Insert stock purchase date] that will
     pay $1,000 on such maturity date.

          "Trustee" means [___________], a [__________] banking corporation, as
     trustee under the Indenture and the First Supplemental Indenture, or any
     successor thereto.

          "Underwriting Agreement" means the Underwriting Agreement relating to
     the Units dated ___, 2001 among the Company and the underwriters named
     therein.

          "Unit" means a Normal Unit or a Stripped Unit.

          "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 shall include:

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

                                       12
<PAGE>

          (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.

                                       13
<PAGE>

          (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 Units shall be proved by the Normal Units
     Register or the Stripped Units Register, as the case may be.

          (d)  Any request, demand, authorization, direction, notice, consent,
     waiver or other Act of the Holder of any Certificate shall bind every
     future Holder of the same Certificate and the Holder of every Certificate
     issued upon the registration of transfer thereof or in exchange therefor or
     in lieu thereof in respect of anything done, omitted or suffered to be done
     by the 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 Units 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 Units. If any record date is set pursuant to this
     paragraph, the Holders of the Outstanding Normal Units and the Outstanding
     Stripped Units, as the case may be, on such record date, and no other
     Holders, shall be entitled to take the relevant action with respect to the
     Normal Units or the Stripped Units, as the case may be, whether or not such
     Holders remain Holders after such record date; provided that no such action
     shall be effective hereunder unless taken on or prior to the applicable
     Expiration Date by Holders of the requisite number of Outstanding Units 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 Units 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 Units in the manner set forth
     in Section 1.6.

          (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
     Units 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

                                       14
<PAGE>

     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 ___, Attention:
     ___, telecopy: ___, 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 Anthem, Inc.,
     120 Monument Circle, Indianapolis, Indiana 46204, telecopy: (317)___,
     Attention: __________, 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 ___, Attention: ___, telecopy: ___, 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 ___, Attention:
     ___, telecopy: ___ or at any other address furnished in writing by the
     Trustee to the Company.

                                       15
<PAGE>

          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 securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

          SECTION 1.10 BENEFITS OF AGREEMENT.

          Nothing in this Agreement or in the Units, 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 Units evidenced by their Certificates by
their acceptance of delivery of such Certificates.

                                       16
<PAGE>

          SECTION 1.11 GOVERNING LAW.

          This Agreement and the Units 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 Normal
     Units Certificates) payments on the Debentures 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 Fee Payments are to be made on the
     Purchase Contracts is not a Business Day, then payment of the Contract Fee
     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.

                                       17
<PAGE>

                                  ARTICLE II

                               CERTIFICATE FORMS

          SECTION 2.1 FORMS OF CERTIFICATES GENERALLY.

          (a)  The Normal Units Certificates (including the form of Purchase
     Contract forming part of the Normal Units evidenced thereby) shall be in
     substantially the form set forth in Exhibit A hereto, with such letters,
     numbers or other marks of identification or designation and such legends or
     endorsements printed, lithographed or engraved thereon as may be required
     by the rules of any securities exchange or quotation system on which the
     Normal Units 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 Normal Units Certificates, as evidenced by their
     execution of the Normal Units Certificates.

          (b)  The definitive Normal Units 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 Normal Units Certificates, consistent with the provisions of
     this Agreement, as evidenced by their execution thereof.

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

          (d)  The definitive Stripped Units 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 Units 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

                                       18
<PAGE>

          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
     Normal Units shall be in substantially the form set forth on the form of
     the Normal Units Certificates.

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

                                  ARTICLE III

                                   THE UNITS

          SECTION 3.1 TITLE AND TERMS; DENOMINATIONS.

          (a)  The aggregate number of Normal Units and Stripped Units, if any,
     evidenced by Certificates authenticated, executed on behalf of the Holders
     and delivered hereunder is limited to 4,000,000 (4,600,000 if the
     Underwriters' 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 or
     8.5.

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

          SECTION 3.2 RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

          (a)  Each Normal Units Certificate shall evidence the number of Normal
     Units specified therein, with each such Normal Unit representing the
     ownership by the Holder thereof of a beneficial interest in a Debenture or
     the appropriate Treasury Consideration, as the case may be, subject to the
     Pledge of such Debenture or such Treasury Consideration, as the case may
     be, by such Holder pursuant to the Pledge Agreement, and the rights and
     obligations of the

                                       19
<PAGE>

     Holder thereof and the Company under one Purchase Contract. The Agent as
     attorney-in-fact for, and on behalf of, the Holder of each Normal Unit
     shall pledge, pursuant to the Pledge Agreement, the Debenture or the
     appropriate Treasury Consideration, as the case may be, forming a part of
     such Normal Unit, to the Collateral Agent and grant to the Collateral Agent
     a security interest in the right, title, and interest of such Holder in
     such Debenture or such Treasury Consideration, 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 Normal Units
     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 Units Certificate shall evidence the number of
     Stripped Units specified therein, with each such Stripped Unit 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 Units 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

                                       20
<PAGE>

     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 signature of an authorized signatory of the Agent, as such Holder's
     attorney-in-fact. Such signature by an authorized signatory of the Agent
     shall be conclusive evidence that the Holder of such Certificate has
     entered into the Purchase Contracts evidenced by such Certificate.

          (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 signatory of the Agent by
     manual signature, and such certificate upon any Certificate shall be
     conclusive evidence, and the only evidence, that such Certificate has been
     duly authenticated and delivered hereunder.

          SECTION 3.4 TEMPORARY CERTIFICATES.

          (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 Normal Units
     or Stripped Units, 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

                                       21
<PAGE>

     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 Normal Units or
     Stripped Units, as the case may be, as the temporary Certificate or
     Certificates so surrendered. Until so exchanged, the temporary Certificates
     shall in all respects evidence the same benefits and the same obligations
     with respect to the Normal Units or Stripped Units, 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 "Normal Units Register") in which, subject to such reasonable
     regulations as it may prescribe, the Agent shall provide for the
     registration of Normal Units Certificates and of transfers of Normal Units
     Certificates (the Agent, in such capacity, the "Normal Units Registrar")
     and a register (the "Stripped Units Register") in which, subject to such
     reasonable regulations as it may prescribe, the Agent shall provide for the
     registration of the Stripped Units Certificates and transfers of Stripped
     Units Certificates (the Agent, in such capacity, the "Stripped Units
     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 Normal Units or
     Stripped Units, 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 Normal Units or Stripped Units, 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 Normal Units or Stripped Units, as the case may be, and be entitled to
     the same benefits and subject to the same obligations, under this Agreement
     as the Normal Units or Stripped Units, as the case may be, evidenced by the
     Certificate surrendered upon such registration of transfer or exchange.

                                       22
<PAGE>

          (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 3.6, 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 Units evidenced by such Certificate,

               (ii)   in the case of Normal Units, if a Termination Event shall
          have occurred prior to the Stock Purchase Date, transfer the
          Debentures or the appropriate Treasury Consideration, as applicable,
          relating to such Normal Units, or

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

          SECTION 3.6 BOOK-ENTRY INTERESTS.

          The Certificates, on original issuance, will be issued in the form of
one or more, fully registered Global Certificates, to be delivered to the
Depositary by, or on behalf of, the Company. Such Global Certificate shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.9. The Agent shall enter
into an agreement with the Depositary if so requested by the Company. Unless

                                       23
<PAGE>

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 Units 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 Units
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 Units, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the Units.

          SECTION 3.9 DEFINITIVE CERTIFICATES.

          If

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

                                       24
<PAGE>

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

                                       25
<PAGE>

     part of the Units evidenced by such Certificate, or (ii) if a Termination
     Event shall have occurred prior to the Stock Purchase Date, transfer the
     Debentures, the appropriate Treasury Consideration or the Treasury
     Securities, as the case may be, evidenced thereby, in each case subject to
     the applicable conditions and in accordance with the applicable provisions
     of Article Five.

          (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 Unit evidenced thereby, whether or not the destroyed, lost
     or stolen Certificate (and the Units 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 Units evidenced thereby, for the purpose of receiving
     interest payments on the Debentures, receiving payment of Contract Fee
     Payments, performance of the Purchase Contracts and for all other purposes
     whatsoever, 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.

                                       26
<PAGE>

          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
     Debentures, the appropriate Treasury Consideration 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 a Unit shall, if
     surrendered to any Person other than the Agent, be delivered to the Agent
     and, if not already cancelled, shall be promptly cancelled by it. The
     Company may at any time deliver to the Agent for cancellation any
     Certificates previously authenticated, executed and delivered hereunder
     which the Company may have acquired in any manner whatsoever, and all
     Certificates so delivered shall, upon Issuer Order, be promptly cancelled
     by the Agent. No Certificates shall be authenticated, executed on behalf of
     the Holder and delivered in lieu of or in exchange for any Certificates
     cancelled as provided in this Section, except as expressly permitted by
     this Agreement. All cancelled Certificates held by the Agent shall be
     destroyed by the Agent 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 UNITS.

          (a)  A Holder may separate the Pledged Debentures or Pledged Treasury
     Consideration, as applicable, from the related Purchase Contracts in
     respect of the Normal Units held by such Holder by substituting for such
     Pledged Debentures or Pledged Treasury Consideration, as the case may be,
     Treasury Securities that will pay an amount equal to the aggregate Stated
     Amount of such Normal Units (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 Normal Units, and (ii)
     transferring the related Normal Units to the Agent accompanied by a notice
     to the Agent, substantially in the form of Exhibit D hereto, stating that
     the Holder has transferred the relevant amount of Treasury Securities to
     the Collateral Agent and requesting that the Agent instruct the Collateral
     Agent to release the Pledged Debentures or Pledged Treasury Consideration,
     as the case may be, underlying such Normal Units, 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 Debentures or Pledged Treasury Consideration, as
     the case may be, from the related Purchase Contracts in respect of the
     Normal Units held by such Holder during the periods beginning on the fourth
     Business Day prior to

                                       27
<PAGE>

     the Remarketing Date or any Subsequent Remarketing Date, as the case may
     be, and ending on the third business day following such dates. 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 Debentures or Pledged Treasury
     Consideration, 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 Normal Units;

               (ii)   transfer the Pledged Debentures or Pledged Treasury
          Consideration, as the case may be, to the Holder; and

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

          (b)  Holders who elect to separate the Pledged Debentures or Pledged
     Treasury Consideration, as the case may be, from the related Purchase
     Contract and to substitute Treasury Securities for such Pledged Debentures
     or Pledged Treasury Consideration, 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 Debentures, only in integral
     multiples of 20 Normal Units, or (ii) if the Collateral Substitutions occur
     after the Remarketing Date or any Subsequent Remarketing Date, as the case
     may be, only in integral multiples of Normal Units such that the Treasury
     Securities to be deposited and the Treasury Consideration 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 Normal
     Units or fails to deliver a Normal Units Certificate to the Agent after
     depositing Treasury Securities with the Collateral Agent, the Pledged
     Debentures or Pledged Treasury Consideration, as the case may be,
     constituting a part of such Normal Units, and any distributions on such
     Pledged Debentures or Pledged Treasury Consideration, 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 Normal Units are so transferred or the
     Normal Units Certificate is so delivered, as the case may be, or, with
     respect to a Normal Units Certificate, such Holder provides evidence
     satisfactory to the Company and the Agent that such Normal Units
     Certificate has been destroyed,

                                       28
<PAGE>

     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 a Normal Unit remains in effect, such Normal
     Unit shall not be separable into its constituent parts, and the rights and
     obligations of the Holder of such Normal Unit in respect of the Debenture
     or the appropriate Treasury Consideration, as the case may be, and the
     Purchase Contract comprising such Normal Unit may be acquired, and may be
     transferred and exchanged, only as a Normal Unit.

          SECTION 3.14 REESTABLISHMENT OF NORMAL UNITS.

          (a)  A Holder of Stripped Units may reestablish Normal Units 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 the Debentures or the appropriate
     Treasury Consideration (identified and calculated by reference to the
     Treasury Consideration then comprising Normal Units), as the case may be,
     then comprising such number of Normal Units as is equal to such Stripped
     Units and (ii) transferring such Stripped Units to the Agent accompanied by
     a notice to the Agent, substantially in the form of Exhibit D hereto,
     stating that the Holder has transferred the relevant amount of Debentures
     or the appropriate Treasury Consideration, 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
     Unit, 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 Normal Units
     during the periods beginning on the fourth Business Day prior to the
     Remarketing Date or any Subsequent Remarketing Date, as the case may be,
     and ending on the third business day following such dates. Upon receipt of
     the Debentures or the appropriate Treasury Consideration, 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 Units;

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

               (iii)  authenticate, execute on behalf of such Holder and deliver
          a Normal Units 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 Units.

                                       29
<PAGE>

          (b)  Holders of Stripped Units may reestablish Normal Units (i) only
     in integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if
     the reestablishment occurs after the Remarketing Date or any Subsequent
     Remarketing Date, only in integral multiples of Stripped Units such that
     the Treasury Consideration 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 Unit remains in effect, such
     Stripped Unit shall not be separable into its constituent parts, and the
     rights and obligations of the Holder of such Stripped Unit in respect of
     the Treasury Security and Purchase Contract comprising such Stripped Unit
     may be acquired, and may be transferred and exchanged, only as a Stripped
     Unit.

          SECTION 3.15 TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION
EVENT.

          Upon the occurrence of a Termination Event and the transfer to the
Agent of the Debentures, the appropriate Treasury Consideration or the Treasury
Securities, as the case may be, underlying the Normal Units and the Stripped
Units pursuant to the terms of the Pledge Agreement, the Agent shall request
transfer instructions with respect to such Debentures or the appropriate
Treasury Consideration 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 Normal Units Register or the Stripped Units Register, as the case may be.
Upon book-entry transfer of the Normal Units or Stripped Units or delivery of a
Normal Units Certificate or Stripped Units Certificate to the Agent with such
transfer instructions, the Agent shall transfer the Debentures, the appropriate
Treasury Consideration or Treasury Securities, as the case may be, underlying
such Normal Units or Stripped Units, 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 Normal Units or Stripped Units fails to
effect such transfer or delivery, the Debentures, the appropriate Treasury
Consideration or Treasury Securities, as the case may be, underlying such Normal
Units or Stripped Units, as the case may be, and any distributions thereon,
shall be held in the name of the Agent or its nominee in trust for the benefit
of such Holder, until such Normal Units or Stripped Units are transferred or the
Normal Units Certificate or Stripped Units Certificate is surrendered or such
Holder provides satisfactory evidence that such Normal Units Certificate or
Stripped Units Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Agent and the Company.

          SECTION 3.16 NO CONSENT TO ASSUMPTION.

          Each Holder of a Unit, 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
                                       30
<PAGE>

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 DEBENTURES

         SECTION 4.1 PAYMENT OF INTEREST; RIGHTS TO INTEREST PAYMENTS
PRESERVED; NOTICE.

         (a) A payment on any Debenture or Treasury Consideration, as the case
   may be, which is paid on any Payment Date shall, subject to receipt thereof
   by the Agent from the Collateral Agent as provided by the terms of the Pledge
   Agreement, be paid to the Person in whose name the Normal Units Certificate
   (or one or more Predecessor Normal Units Certificates) of which such
   Debenture or the appropriate Treasury Consideration, 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 Normal Units Certificate evidencing Debentures delivered under
   this Agreement upon registration of transfer of or in exchange for or in lieu
   of any other Normal Units Certificate shall carry the rights to interest
   accrued and unpaid, which were carried by the Debentures underlying such
   other Normal Units Certificate.

         (c) In the case of any Normal Unit with respect to which Early
   Settlement of the underlying Purchase Contract is effected on an Early
   Settlement Date, or with respect to which Merger Early Settlement of the
   underlying Purchase Contract is effected on a Merger Early Settlement Date,
   or with respect to which a Collateral Substitution is effected, in each case
   on a date that is after any Record Date and on or prior to the next
   succeeding Payment Date, payments on the Debenture or the appropriate
   Treasury Consideration, as the case may be, underlying such Normal Unit
   otherwise payable on such Payment Date shall be payable on such Payment Date
   notwithstanding such Early Settlement, Merger Early 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 Normal Units
   Certificate (or one or more Predecessor Normal Unit 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
   Normal Unit with respect to which Early Settlement or Merger Early Settlement
   of the underlying Purchase Contract is effected, or with respect to which a
   Collateral Substitution has been effected, payments on the related Debentures
   or payments on the appropriate Treasury Consideration, 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

                                       31
<PAGE>

     hereunder to the Holder of such Normal Unit; provided, that to the extent
     that such Holder continues to hold the separated Debentures that formerly
     comprised a part of such Holder's Normal Units, such Holder shall be
     entitled to receive the payments on such separated Debentures.

         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
Debentures but only to the extent instructed by the Holders as described below.
Upon receipt of notice of any meeting at which holders of Debentures are
entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of Debentures, the Agent shall, as soon as practicable thereafter, mail
to the Holders of Normal Units 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 Debentures
entitled to vote) shall be entitled to instruct the Agent as to the exercise of
the voting rights pertaining to the Pledged Debentures underlying their Normal
Units and (c) stating the manner in which such instructions may be given. Upon
the written request of the Holders of Normal Units on such record date, the
Agent shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number
of Pledged Debentures as to which any particular voting instructions are
received. In the absence of specific instructions from the Holder of a Normal
Unit, the Agent shall abstain from voting the Pledged Debenture underlying such
Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of
Normal Units to timely instruct the Agent in order to enable the Agent to vote
such Pledged Debentures.

                                   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
   Unit 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 Unit 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 $___ (the "Threshold Appreciation Price"), ___ shares of Common
         Stock per Purchase Contract,

                                       32
<PAGE>

              (ii)  if the Applicable Market Value is less than the Threshold
         Appreciation Price, but is greater than $___ [Insert Common Stock IPO
         price], the number of shares of Common Stock per Purchase Contract
         equal to the Stated Amount of the related Unit divided by the
         Applicable Market Value, and

              (iii) if the Applicable Market Value is equal to or less than $___
         [Insert Common Stock IPO price], ___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 Fee Payments on the Stock Purchase
   Date. In lieu of fractional shares otherwise issuable with respect to such
   payment of Contract Fee 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
   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.

         (d)  Each Holder of a Unit, by its acceptance thereof, irrevocably
   authorizes the Agent to enter into and perform the related Purchase Contract
   on its behalf as its attorney-in-fact (including the execution of
   Certificates on behalf of such Holder), agrees to be bound by the terms and
   provisions thereof, covenants

                                       33
<PAGE>

   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 Debentures, the appropriate Treasury Consideration or the Treasury
   Securities pursuant to the Pledge Agreement; provided that upon a Termination
   Event, the rights of the Holder of such Unit under the Purchase Contract may
   be enforced without regard to any other rights or obligations. Each Holder of
   a Unit, 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 Debentures, the
   appropriate Treasury Consideration 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 FEE PAYMENTS.

         (a)  Subject to Section 5.3 herein, the Company shall pay, on each
   Payment Date, the Contract Fee Payments, if any, payable in respect of each
   Purchase Contract to the Person in whose name a Certificate (or one or more
   Predecessor Certificates) is registered at the close of business on the
   Record Date next preceding such Payment Date in such coin or currency of the
   United States as at the time of payment shall be legal tender for payments.
   The Contract Fee Payments, if any, will be payable at the New York Office
   maintained for that purpose or, at the option of the Company, by check mailed
   to the address of the Person entitled thereto at such Person's address as it
   appears on the Register or by wire transfer to the account designated by a
   prior written notice by such Person.

         (b)  Upon the occurrence of a Termination Event, the Company's
   obligation to pay Contract Fee Payments (including any accrued Deferred
   Contract Fee 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 a Normal Unit) any other
   Certificate shall

                                       34
<PAGE>

   carry the rights to Contract Fee Payments, if any, accrued and unpaid, and to
   accrue Contract Fee Payments, if any, which were carried by the Purchase
   Contracts underlying such other Certificates.

         (d)  Subject to Section 5.9, in the case of any Unit with respect to
   which Early Settlement or Merger Early Settlement of the underlying Purchase
   Contract is effected on an Early Settlement Date, 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 a Normal Unit 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 Fee Payments on the
   Purchase Contract underlying such Unit 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 Normal Units, and such Contract Fee
   Payments shall be paid to the Person in whose name the Certificate evidencing
   such Unit (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 Unit with respect
   to which Cash Settlement, Early Settlement or 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 a Normal Unit has
   been effected, Contract Fee 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 FEE 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 Fee
   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 Fee 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 Fee
   Payments to the NYSE or other applicable self-regulatory organization or to
   Holders of the Units, but in any event not less than one Business Day prior
   to such Record Date. Any Contract Fee Payments so deferred shall, to the
   extent permitted by law, bear additional Contract Fee Payments thereon at the
   rate of __% [Insert sum of contract fee payment rate and Debentures interest
   rate.] per year (computed on the basis of a


                                       35
<PAGE>

   360-day year of 12 30-day months), compounding on each succeeding Payment
   Date, until paid in full (such deferred installments of Contract Fee
   Payments, if any, together with the additional Contract Fee Payments accrued
   thereon, being referred to herein as the "Deferred Contract Fee Payments").
   Deferred Contract Fee 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 Fee Payments may be deferred to a date that is after
   the Purchase Contract Settlement Date and no such deferral period may end
   other than on a Payment Date. If the Purchase Contracts are terminated upon
   the occurrence of a Termination Event, the Holder's right to receive Contract
   Fee Payments, if any, and Deferred Contract Fee Payments, will terminate.

         (b)  In the event that the Company elects to defer the payment of
   Contract Fee Payments on the Purchase Contracts until a Payment Date prior to
   the Stock Purchase Date, then all Deferred Contract Fee 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 Fee 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 Fee Payments payable to such Holder (net of any
   required tax withholding on such Deferred Contract Fee 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 Fee Payments on the Stock
   Purchase Date. In lieu of fractional shares otherwise issuable with respect
   to such payment of Deferred Contract Fee Payments, the Holder will be
   entitled to receive an amount in cash as provided in Section 5.8.

         (e)  In the event the Company exercises its option to defer the payment
   of Contract Fee Payments then, until the Deferred Contract Fee 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 Capital Stock other
   than:

              (i)  purchases, redemptions or acquisitions of shares of Capital
         Stock of the Company in connection with any employment contract,
         benefit plan or other similar arrangement with or for the benefit of
         employees, officers or directors or a stock purchase or dividend
         reinvestment plan, or the satisfaction by the Company of its
         obligations

                                       36
<PAGE>

         pursuant to any contract or security outstanding on the date the
         Company exercises its right to defer the Contract Fee 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 Company's Capital
         Stock pursuant to the conversion or exchange provisions of such Capital
         Stock or the security being converted or exchanged;

              (iv) dividends or distributions in Capital Stock (or rights to
         acquire Capital Stock) or repurchases, acquisitions or redemptions of
         Capital Stock in exchange for or out of the net cash proceeds of the
         sale of the Company's Capital Stock (or securities convertible into or
         exchangeable for shares of the Company's Capital Stock); 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 Termination Event has occurred or a Holder of a Unit has
   settled the underlying Purchase Contract through an Early Settlement pursuant
   to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the
   settlement of the Purchase Contract underlying a Unit will be made in
   accordance with this Section 5.4.

         (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 below to sell the Debentures of Holders of Normal
   Units, other than Holders that have elected not to participate in the
   remarketing and holders of Separate Debentures, that have elected to
   participate in the remarketing, each pursuant to clause (iv) below. On the
   seventh day prior to ___, 2004 [Insert Remarketing Date], the Agent shall
   give Holders of Normal Units and holders of Separate Debentures notice of the
   remarketing 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 Normal Units that elect not to participate in the
   remarketing pursuant to clause (iv) below, no later than 10:00 a.m. on the
   fourth

                                       37
<PAGE>

   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 Debentures of Normal Unit Holders to be remarketed. On the third Business
   Day 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 Debentures
   to be remarketed. On the 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 Debentures to be remarketed. Upon receipt of such notice from the Agent
   and the Custodial Agent and such Debentures from the Collateral Agent and the
   Custodial Agent, the Remarketing Agent will, on the third Business Day
   following the Remarketing Date, use its reasonable best efforts to sell such
   Debentures on such date at a price equal to 100.5% of the Remarketing Value.
   The Remarketing Agent will use the proceeds from a successful remarketing to
   purchase the appropriate U.S. Treasury securities (the "Agent-purchased
   Security Treasury Consideration") with the CUSIP numbers, if any, selected by
   the Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the
   definition of Remarketing Value related to the Debentures of Holders of
   Normal Units 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 deduct as a remarketing fee an amount not
   exceeding 25 basis points (.25%) of the total proceeds from the remarketing
   (the "Remarketing Fee"). The Remarketing Agent will remit (1) the portion of
   the proceeds from the remarketing attributable to the Separate Debentures to
   the holders of Separate Debentures that were remarketed and (2) the remaining
   portion of the proceeds, less those proceeds used to purchase the Agent-
   purchased Treasury Consideration, to the Agent for the benefit of the Holders
   of the Normal Units 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 Debentures 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 remarket the Debentures included
         in the remarketing at a price equal to at least 100.5% of the
         Remarketing Value, the remarketing will be deemed to have failed (a
         "Failed Remarketing"). If a Failed Remarketing occurs, within three
         Business Days following the Remarketing Date, the Remarketing Agent
         shall return any Debentures delivered to it to the Collateral Agent and
         the Custodial

                                       38
<PAGE>

         Agent, as applicable. The Remarketing Agent may make one or more
         attempts to remarket the Debentures in accordance with the procedures
         set forth in this Section 5.4(b) and the Remarketing Agreement,
         provided that (i) the notice of any Subsequent Remarketing cannot be
         given until the Failed Remarketing notice (referred to below) has been
         published in respect of any immediately preceding Failed Remarketing
         and (ii) the settlement date in respect of any Subsequent Remarketing
         must fall no later than on the Business Day immediately preceding the
         Stock Purchase Date. If by 4:00 p.m., New York City time, on the
         Business Day immediately preceding the Stock Purchase Date, the
         Remarketing Agent, in spite of using its commercially reasonable best
         efforts, has failed to remarket the Debentures at 100.5% of the
         Remarketing Value in accordance with the terms of the Pledge Agreement,
         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 Debentures
         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 Debentures, including those actions specified in (b)
         (iii) below; provided, that if upon the Last Failed Remarketing, the
         Collateral Agent exercises such rights for the benefit of the Company
         with respect to such Debentures, any accumulated and unpaid interest on
         such Debentures will become payable by the Company to the Agent for
         payment to the Holder of the Normal Units to which such Debentures
         relate. Such payment will be made by the Company on or prior to 11
         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 second Business Day
         following the Remarketing Date and the date of the Last Failed
         Remarketing and 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.

              (iii) With respect to any Debentures which constitute part of
         Normal Units which 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 5.2 (e) below, may, among other things, (A)
         retain such Debentures in full satisfaction of the Holders' obligations
         under the Purchase Contracts or (B) sell such Debentures in one or more
         public or private sales.

                                       39
<PAGE>

              (iv) A Holder of Normal Units may elect not to participate in the
         remarketing and retain the Debentures underlying such Units 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 Debentures (as if only such Debentures 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 Debentures of such Holder to
         the Agent. Within three Business Days following the Remarketing Date,
         (A) if the remarketing was successful, the Agent shall distribute such
         Debentures to the Holders thereof, and (B) if there was a Failed
         Remarketing on such date, the Agent will deliver such Debentures to the
         Collateral Agent, which will, for the benefit of the Company, thereupon
         apply such Debentures 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 Units and the Pledged Treasury Consideration underlying the
   Normal Units, on the Stock Purchase Date, the Collateral Agent shall remit to
   the Company an amount equal to the aggregate Purchase Price applicable to
   such Units, as payment for the Common Stock issuable upon settlement thereof
   without receiving any instructions from the Holders of such Units. In the
   event the payments in respect of the Pledged Treasury Securities or the
   Pledged Treasury Consideration, underlying a Unit 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 Unit 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 Debentures, as applicable, by check mailed
   to the address

                                       40
<PAGE>

     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 Debentures, as applicable.

          (e)  The obligations of each Holder to pay the Purchase Price are non-
     recourse obligations and except to the extent paid by 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
     Unit unless the Company shall have received payment in full of the
     aggregate Purchase Price for the shares of Common Stock to be purchased
     thereunder by such Holder in the manner herein set forth.

          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 in full
of the Purchase Price for the shares of Common Stock purchased by the Holders
pursuant to the foregoing provisions of this Article and subject to Section
5.6(b), the Company shall issue and deposit with the Agent, for the benefit of
the Holders of the Outstanding Units, 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 Units 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

                                       41
<PAGE>

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 Units upon
          settlement of the Purchase Contracts underlying such Units) entitling
          them, for a period expiring within 45 days after the record date for
          the determination of stockholders entitled to receive such rights,
          options or warrants, to subscribe for or purchase shares of Common
          Stock at a price per share less than the Current Market Price per
          share of the Common Stock on the date fixed for the determination of
          stockholders entitled to receive such rights, options or warrants
          (other than pursuant to a dividend reinvestment plan), 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

                                       42
<PAGE>

          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. 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 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

                                       43
<PAGE>

          receive such distribution. In any case in which this paragraph (4) is
          applicable, paragraph (2) of this Section shall not be applicable.

               (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 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

                                       44
<PAGE>

          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

                                       45
<PAGE>

          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" per share
                     --------------------
          of Common Stock on any day means the average of the daily Closing
          Prices for the 5 consecutive Trading Days selected by the Company
          commencing not more than 30 Trading Days before, and ending not later
          than, the earlier of the day in question and the day before the "ex
          date" with respect to the issuance or distribution requiring such
          computation. For purposes of this paragraph, the term "ex date," when
          used with respect to any issuance or distribution, shall mean the
          first date on which the Common Stock trades regular way on 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

                                       46
<PAGE>

          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"),

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

                                       47
<PAGE>

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).

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

               (ii) within 10 Business Days following the occurrence of an event
          that requires an adjustment to the Settlement Rate pursuant to Section
          5.6 (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 Units of the occurrence of such event and a statement
          in reasonable detail setting forth the method by which the adjustment
          to the Settlement Rate was determined and setting forth the adjusted
          Settlement Rate.

          (b)  The Agent shall not at any time be under any duty or
     responsibility to any Holder of Units to determine whether any facts exist
     which may require any adjustment of the Settlement Rate, or with respect to
     the nature or extent or

                                       48
<PAGE>

     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 Normal Units
shall thereafter represent the right to receive the Debentures or the
appropriate Treasury Consideration, as the case may be, forming a part of such
Normal Units, and the Stripped Units shall thereafter represent the right to
receive the Treasury Securities forming a part of such Stripped Units, 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 Units 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
     the seventh Business Day immediately preceding the Remarketing Date or any
     Subsequent Remarketing 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 Units 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 Units
     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 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 Fee

                                       49
<PAGE>

     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 Fee Payments which 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 Fee 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 Unit 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 Unit 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 Units shall be the next succeeding Business Day.

          (b)  Upon Early Settlement of any Purchase Contract by the Holder of
     the related Units, the Company shall issue, and the Holder shall be
     entitled to receive, ___ 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 Debentures or Pledged Treasury
     Consideration, in the case of Normal Units, or the related Pledged Treasury
     Securities, in the case of Stripped Units, to be released from the Pledge
     by the Collateral Agent and transferred, in each case, to the Agent for
     delivery to the Holder thereof or 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
     Debentures, Pledged Treasury Consideration 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 Units, (i) transfer to the Holder the
     Pledged Debentures, Pledged Treasury Consideration or Pledged Treasury
     Securities, as the case may be, forming a part of such Units, and (ii)
     deliver to the Holder a certificate or certificates for the full

                                       50
<PAGE>

     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 Units evidenced by a
     Certificate, upon such Early Settlement the Company shall execute and the
     Agent shall authenticate, countersign and deliver to the Holder thereof, at
     the expense of the Company, a Certificate evidencing the Units 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 Unit the
     right to settle the Purchase Contract underlying such Unit 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 three Business Days 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

                                       51
<PAGE>

               (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 Units 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 Debentures or Pledged Treasury Consideration, in
     the case of Normal Units, or Pledged Treasury Securities, in the case of
     Stripped Units, to be released from the Pledge by the Collateral Agent and
     transferred, in each case, to the Agent for delivery to the Holder thereof
     or its designee. 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 Debentures, Pledged Treasury Consideration 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 Units, (i)
     transfer to the Holder the Pledged Debentures, Pledged Treasury
     Consideration or Pledged Treasury Securities, as the case may be, forming a
     part of such Units, 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 Units 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, countersign and deliver to the Holder thereof, at the expense
     of the Company, a

                                       52
<PAGE>

     Certificate evidencing the Units 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 Fee 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 a Unit 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 Units 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.

          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.

                                  ARTICLE VI

                                   REMEDIES

          SECTION 6.1    UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE COMMON
STOCK.

          The Holder of any Unit shall have the right, which is absolute and
unconditional,

                                       53
<PAGE>

          (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 Fee
     Payments upon Early Settlement pursuant to Section 5.9(c) or upon Merger
     Early Settlement pursuant to Section 5.10(c) or upon the occurrence of a
     Termination Event, to receive payment of each installment of the Contract
     Fee Payments, if any, with respect to the Purchase Contract constituting a
     part of such Unit on the respective Payment Date for such Unit, and

          (b)  to purchase Common Stock pursuant to the Purchase Contract
     constituting a part of such Unit 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 a Unit, by its
acceptance of such Unit 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

                                       54
<PAGE>

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 Units, or to any suit instituted by any Holder for the enforcement
of distributions on any Debentures on any Purchase Contract on or after the
respective Payment Date therefor in respect of any Unit held by such Holder, or
for enforcement of the right to purchase shares of Common Stock under the
Purchase Contract constituting part of any Unit 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 AND RESPONSIBILITIES.

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

               (2)  in the absence of bad faith, willful misconduct or
          negligence on its part, the Agent may, with respect to the Units and
          Separate Debentures, conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          certificates or opinions furnished to the Agent and conforming to the
          requirements of this Agreement, but in the case of any certificates or
          opinions which by any provision hereof are specifically required to be
          furnished to the Agent, the Agent shall be under a duty to examine the
          same to determine whether or not they conform to the requirements of
          this Agreement.

                                       55
<PAGE>

          (b)  No provision of this Agreement shall be construed to relieve the
     Agent from liability for its own negligent action, its own negligent
     failure to act, 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 negligent in ascertaining the pertinent facts; and

               (3)  no provision of this Agreement shall require the Agent to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder, or in the
          exercise of any of its rights or powers, if adequate indemnity is not
          provided to it.

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

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

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

          (b)  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;

                                       56
<PAGE>

          (c)  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;

          (d)  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;

          (e)  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

          (f)  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 OR ISSUANCE OF UNITS.

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

          SECTION 7.5    MAY HOLD UNITS.

          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 Units 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.

                                       57
<PAGE>

          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 reasonable compensation for
     all services rendered by it hereunder;

          (b)  except as otherwise expressly provided herein, to reimburse the
     Agent upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Agent in accordance with any provision of
     this Agreement (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 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 duties
     hereunder, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder.

The provisions of this Section 7.7 shall survive the termination of this
Agreement.

          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

                                       58
<PAGE>

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 Units 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 an Trustee under an indenture qualified under the
          TIA, after written request therefor by the Company or by any Holder
          who has been a bona fide Holder of a Unit 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 a Unit 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.

                                       59
<PAGE>

          (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 a Unit 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
     shall duly assign, transfer and deliver to such successor Agent all
     property and money held by such retiring Agent hereunder.

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

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

          SECTION 7.11   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

          Any corporation into which the Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation

                                       60
<PAGE>

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 Units.

          SECTION 7.12 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.


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

          (b)  If three or more Holders (herein referred to as "Applicants")
     apply in writing to the Agent, and furnish to the Agent reasonable proof
     that each such applicant has owned a Unit 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 Units 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  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 Unit 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 Five.

          SECTION 7.14  TAX COMPLIANCE.

          (a)  The Agent, on its own behalf and on behalf of the Company, will
     comply with all applicable certification, information reporting and
     withholding

                                       61
<PAGE>

     (including "backup" withholding) requirements imposed by applicable tax
     laws, regulations or administrative practice with respect to (i) any
     payments made with respect to the Units or (ii) the issuance, delivery,
     holding, transfer, redemption or exercise of rights under the Units. 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 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

                                       62
<PAGE>

          (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 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 Units; provided,
     that, except as contemplated herein, no such supplemental agreement shall,
     without the consent of the Holder of each Outstanding Unit 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 Normal Units to substitute the Treasury Securities for the
          Pledged Debentures or Pledged Treasury Consideration or the rights of
          holders of Stripped Units to substitute Debentures or appropriate
          Treasury Consideration 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 Fee Payments, if any, or any Deferred
          Contract Fee Payment, or change any place where, or the coin or
          currency in which, any Contract Fee Payment is payable;

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

                                       63
<PAGE>

               (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 Normal Units or the Stripped Units, 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 of such class.

          (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.

                                       64
<PAGE>

                                  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 Debentures,
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 Units or
under the Pledge Agreement.

          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. 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 Units
     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 Units 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

                                       65
<PAGE>

     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 Units 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 Units 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 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 Normal Units and where notices and
     demands to or upon the Company in respect of the Units 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.

                                       66
<PAGE>

          (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 Units 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 the full number of shares of Common Stock issuable
against tender of payment in respect of all Purchase Contracts constituting a
part of the Units 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 Units 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.

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<PAGE>

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


                                     ANTHEM, INC.


                                     By: ___________________________________
                                         Name:
                                         Title:

                                     [NAME]
                                     as Purchase Contract Agent


                                     By: ___________________________________
                                         Name:
                                         Title:
<PAGE>

                                   EXHIBIT A
                       FORM OF NORMAL UNITS CERTIFICATE

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

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

                  (Form of Face of Normal Units Certificate)

No.________________________                          CUSIP No. 03674B203
Number of Normal Units __________________

          This Normal Units Certificate certifies that Cede & Co. is the
registered Holder of the number of Normal Units set forth above. Each Normal
Unit represents (i) either (a) beneficial ownership by the Holder of one ___ %
Subordinated Debenture (the "Debenture") of Anthem, Inc., an Indiana corporation
(the "Company"). having a principal amount of $50, subject to the Pledge of such
Debenture by such Holder pursuant to the Pledge Agreement, or (b) if the
Debenture has been remarketed by the Remarketing Agent (or if the Holder has
elected not to have the Debenture 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, 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 Debenture or the appropriate
Treasury Consideration, as the case may be, constituting part of each Normal
Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit
of the

                                      A-1
<PAGE>

Company, to secure the obligations of the Holder under the Purchase Contract
comprising a part of such Normal Unit.

          The Pledge Agreement provides that all payments in respect of the
Pledged Debentures or Pledged Treasury Consideration 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 Normal Units which
include Pledged Debentures or Pledged Treasury Consideration and (B) any
payments in respect of the Debentures or Treasury Consideration, 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 Debentures or Pledged Treasury
Consideration, 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 Normal Units of which such Pledged Debentures or Pledged Treasury
Consideration, as the case may be, are a part under the Purchase Contracts
forming a part of such Normal Units. Quarterly distributions on Normal Units
which include Pledged Debentures or Pledged Treasury Consideration, as the case
may be, which are payable quarterly in arrears on ___, ___, ___, and ___ each
year, commencing ___, 2002 (a "Payment Date"), shall, subject to receipt thereof
by the Agent from the Collateral Agent, be paid to the Person in whose name this
Normal Units Certificate (or a Predecessor Normal Units 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
Normal Units Certificate to purchase, and the Company to sell, on ___, 2004 (the
"Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a number
of shares of Common Stock, $0.01 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 or
Merger Early Settlement with respect to the Normal Units of which such Purchase
Contract is a part, all as provided in the Purchase Contract Agreement and more
fully described on the reverse hereof. The Purchase Price (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 Debentures or the
Pledged Treasury Consideration, as the case may be, pledged to secure the
obligations of the Holder under such Purchase Contract.

          Payments on the Debentures or the appropriate Treasury Consideration,
as the case may be, will be payable at the office of the Agent in The City of
New York or, at

                                      A-2
<PAGE>

the option of the Company, by check mailed to the address of the Person entitled
thereto as such address appears on the Normal Units Register or by wire transfer
to an account specified by the Company.

          The Company shall pay on each Payment Date in respect of each Purchase
Contract forming part of a Normal Unit evidenced hereby an amount (the "Contract
Fee Payments") equal to ___% 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 on any date on which Contract
Fee Payments are to be made on the Purchase Contracts is not a Business Day,
then payment of the Contract Fee 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 Fee Payments shall be payable
to the Person in whose name this Normal Units Certificate (or a Predecessor
Normal Units Certificate) is registered at the close of business on the Record
Date for such Payment Date.

          Contract Fee 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 Normal
Units Register.

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

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

                                      A-3
<PAGE>

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

                                       ANTHEM, INC.


                                       By: __________________________________
                                           Name:
                                           Title:



                                       By: __________________________________
                                           Name:
                                           Title:

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

                                       By: [NAME OF PURCHASE CONTRACT AGENT],
                                           not individually but solely as
                                           Attorney-in-Fact of such Holder

                                       By: __________________________________
                                           Name:
                                           Title:

                                      A-4
<PAGE>

                     AGENT'S CERTIFICATE OF AUTHENTICATION

          This is one of the Normal Units Certificates referred to in the within
mentioned Purchase Contract Agreement.

                                       [NAME],
                                       as Purchase Contract Agent


Dated:____________________             By:____________________________
                                       Authorized Officer

                                      A-5
<PAGE>

                 (Form of Reverse of Normal Units Certificate)

          Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of ___, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and ___, 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 Normal Units
Certificates are, and are to be, executed and delivered.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units 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 or Merger Early Settlement with respect to the Unit 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 $___ (the "Threshold
Appreciation Price"), ___ shares of Common Stock per Purchase Contract, (b) if
the Applicable Market Value is less than the Threshold Appreciation Price but is
greater than $___, 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 $___, ___ 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

                                      A-6
<PAGE>

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 or Merger Early 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 Normal Units 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 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
Debentures underlying the Normal Units represented by this Normal Units
Certificate or (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. 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 Debentures related to this Normal Units Certificate, any accrued and
unpaid interest on such Pledged Debentures will become payable by the Company to
the Holder of this Normal Units 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
Debentures. Upon receipt of notice of any meeting at which holders of Debentures
are entitled to vote or upon the solicitation of consents, waivers or proxies of
holders of Debentures, the Agent shall, as soon as practicable thereafter, mail
to the Holders of Normal Units 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 Debentures
entitled to vote) shall be entitled to instruct the Agent as to the exercise of
the voting rights pertaining to the Pledged Debentures constituting a part of
such Holder's Normal Units and (c) stating the manner in which such instructions
may be given. Upon the written request of the Holders of Normal Units on such
record date, the Agent shall endeavor insofar as practicable to vote or cause to
be voted, in accordance with the instructions set forth in such requests, the
maximum number of Pledged Debentures as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Normal Unit, the Agent shall abstain from voting the Pledged
Debenture evidenced by such Normal Unit.

                                      A-7
<PAGE>

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

          A Holder of Stripped Units may reestablish Normal Units by delivering
to the Collateral Agent Debentures or the appropriate Treasury Consideration 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 Fee Payments, if any, payable in respect of each
Purchase Contract to the Person in whose name the Normal Units Certificate
evidencing such Purchase Contract is registered at the close of business on the
Record Date for such Payment Date. Contract Fee 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 Normal Units Register or by wire transfer to
the account designated by such Person in writing.

          The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract Fee 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 Fee
Payments as provided in the Purchase Contract Agreement. Any Contract Fee
Payments so deferred shall, to the extent permitted by law, bear additional
Contract Fee Payments thereon at the rate of __% 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 Fee Payments,
if any, together with the additional Contract Fee Payments, if any, accrued

                                      A-8
<PAGE>

thereon, are referred to herein as the "Deferred Contract Fee Payments").
Deferred Contract Fee 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 Fee 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
Fee Payments on the Purchase Contracts until a Payment Date prior to the Stock
Purchase Date, then all Deferred Contract Fee 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
Fee Payments on the Purchase Contracts until the Stock Purchase Date, the Holder
of this Normal Units 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 Fee Payments payable to the Holder of this
Normal Units Certificate divided by (ii) the Applicable Market Value.

          In the event the Company exercises its option to defer the payment of
Contract Fee Payments, then, until the Deferred Contract Fee Payments have been
paid, the Company shall not declare or pay dividends on, make distributions with
respect to, or redeem, purchase or acquire, or make a liquidation payment with
respect to, any of its Capital Stock other than (i) purchases, redemptions or
acquisitions of shares of Capital Stock 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 Fee 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 Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged; (iv) dividends or distributions in any
series of the Company's Capital Stock (or rights to acquire Capital Stock) or
repurchases, acquisitions or redemptions of Capital Stock in connection with the
issuance or exchange of any series of Capital Stock (or securities convertible
into or exchangeable for shares of our Capital 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 Fee
Payments, if any, or any Deferred Contract Fee Payments, and the rights of the
Holders to purchase Common Stock, shall

                                      A-9
<PAGE>

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 Normal Units
Register. Upon and after the occurrence of a Termination Event, the Collateral
Agent shall release the Pledged Debentures or Pledged Treasury Consideration, as
the case may be, from the Pledge in accordance with the provisions of the Pledge
Agreement.

          Upon registration of transfer of this Normal Units 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 Normal Units
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 Normal Units Certificate, by its acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming part of the Normal Units evidenced hereby on his behalf as his attorney-
in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of
the Purchase Contracts by the Company or its trustee in the event that the
Company becomes the subject of a case under the Bankruptcy Code, agrees to be
bound by the terms and provisions thereof, covenants and agrees to perform 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 Debentures or the appropriate Treasury
Consideration, as the case may be, underlying this Normal Units 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 Debentures or the Pledged Treasury Consideration, 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 Unit, 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 Debentures, Treasury Consideration or
Treasury Securities, as the case may be, and (ii) the Debentures as indebtedness
of the Company, in each case, for United States federal, state and local income
and franchise tax purposes.

                                     A-10
<PAGE>

          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 Normal Units Certificate is
registered as the owner of the Normal Units evidenced hereby for the purpose of
receiving quarterly payments Consideration on the Debentures or the Treasury
Consideration, as the case may be, receiving payments of Contract Fee Payments,
if any, and any Deferred Contract Fee Payments, performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments in
respect thereof be overdue and notwithstanding any notice to the contrary, and
neither the Company, the Agent, 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.

                                     A-11
<PAGE>

                                 ABBREVIATIONS

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

TEN COM -                as tenants in common

UNIF GIFT MIN ACT -      Custodian

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


                         Under Uniform Gifts to Minors Act

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


TEN ENT -                as tenants by the entireties

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


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

                                     A-12
<PAGE>

                                  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 Normal Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ______________________________attorney
to transfer said Normal Units Certificates on the books of Anthem, 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 Normal Units
                                        Certificates in every
                                        particular, without alteration
                                        or enlargement or any change
                                        whatsoever.

Signature Guarantee:
                     -----------------------------------------------------------

                                     A-13
<PAGE>

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

Dated: __________                         Signature: _____________________
                                          Signature Guarantee: ___________
                                          (if assigned to another person)


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


____________________________________      ______________________________________
           Name                                         Name

____________________________________      ______________________________________
          Address                                     Address




Social Security or other Taxpayer Identification
Number, if any

                                     A-14
<PAGE>

                           ELECTION TO SETTLE EARLY

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

Dated: _________________                     Signature: ______________________
Signature Guarantee: _____________           Signature Guarantee: ____________


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

If shares of Common Stock are to be registered     REGISTERED HOLDER
in the name of and delivered to and Pledged
Debentures, or Pledged Treasury Consideration,     Please print name and address
as the case may be, are to be transferred to a     of Registered Holder
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 Debentures, or Pledged Treasury Consideration,
as the case may be, transferable upon Early Settlement or a Termination Event:

                                     A-15
<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

                                                 Stated Amount
              Amount of        Amount of         of the Global
             Decrease in      Increase in         Certificate     Signature of
            Stated Amount    Stated Amount         Following       Authorized
            of the Global    of the Global      Such  Decrease     Officer of
   Date      Certificate      Certificate         or Increase       of Agent
----------  -------------    -------------      --------------    ------------

                                     A-16
<PAGE>

                                   EXHIBIT B
                      FORM OF STRIPPED UNITS CERTIFICATE

          THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF 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 Units Certificate

No.                                        CUSIP No.  03674B302
Number of Stripped Units


          This Stripped Units Certificate certifies that Cede & Co. is the
registered Holder of the number of Stripped Units set forth above. Each Stripped
Unit 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 Anthem, Inc., an
Indiana 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 Unit 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 Unit.

          Each Purchase Contract evidenced hereby obligates the Holder
of this Stripped Units Certificate to purchase, and the Company to sell, on ___,
2004 (the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"),
a number of shares of

                                      B-1
<PAGE>

Common Stock, $0.01 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 or Merger Early
Settlement with respect to the Stripped Units of which such Purchase Contract is
a part, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The Purchase Price (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 Unit evidenced hereby an amount (the
"Contract Fee Payments") equal to ___% 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 on any date on which
Contract Fee Payments are to be made on the Purchase Contracts is not a Business
Day, then payment of the Contract Fee 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 Fee Payments shall be
payable to the Person in whose name this Stripped Units Certificate (or a
Predecessor Stripped Units Certificate) is registered at the close of business
on the Record Date for such Payment Date.

          Contract Fee 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 Normal
Units Register.

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

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

                                      B-2
<PAGE>

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

                                 ANTHEM, INC.


                                 By: _____________________________
                                     Name:
                                     Title:




                                 By: _____________________________
                                     Name:
                                     Title:

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


                                 By: [NAME OF PURCHASE CONTRACT AGENT], not
                                     individually but solely as Attorney-in-Fact
                                     of such Holder


                                 By: _____________________________
                                     Name:
                                     Title:

                                      B-3
<PAGE>

                     AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                            [NAME],
                                            as Purchase Contract Agent


Dated: _________________                    By:_______________________________
                                               Authorized Officer

                                      B-4
<PAGE>

                    (Reverse of Stripped Units Certificate)

                  Each Purchase Contract evidenced hereby is governed by a
Purchase Contract Agreement, dated as of ___, 2001 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and ___,
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
Units Certificates are, and are to be, executed and delivered.

                  Each Purchase Contract evidenced hereby obligates the Holder
of this Stripped Units 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 or Merger Early Settlement with respect to the Unit
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 $___(the
"Threshold Appreciation Price"),___ shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $___, 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 $___, ___
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.

                                      B-5
<PAGE>

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

                                      B-6
<PAGE>

                  Subject to the next succeeding paragraph, the Company shall
pay, on each Payment Date, the Contract Fee Payments, payable in respect of each
Purchase Contract to the Person in whose name the Stripped Units Certificate
evidencing such Purchase Contract is registered at the close of business on the
Record Date for such Payment Date. Contract Fee 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 Units Register.

                  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 Fee
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
Fee Payments as provided in the Purchase Contract Agreement. Any Contract Fee
Payments so deferred shall, to the extent permitted by law, bear additional
Contract Fee Payments thereon at the rate of __% 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 Fee Payments,
if any, together with the additional Contract Fee Payments accrued thereon, are
referred to herein as the "Deferred Contract Fee Payments"). Deferred Contract
Fee 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 Fee 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 Fee Payments on the Purchase Contracts until a Payment Date prior to
the Stock Purchase Date, then all Deferred Contract Fee 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 Fee Payments on the Purchase Contracts until the Stock Purchase Date,
the Holder of this Stripped Units 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 Fee Payments payable to the Holder
of this Stripped Units Certificate divided by (ii) the Applicable Market Value.

                  In the event the Company exercises its option to defer the
payment of Contract Fee Payments, then, until the Deferred Contract Fee Payments
have been paid, the Company shall not declare or pay dividends on, make
distributions with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its Capital Stock other than (i)
purchases, redemptions or acquisitions of shares of Capital Stock 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

                                      B-7
<PAGE>

pursuant to any contract or security outstanding on the date the Company
exercises its rights to defer the Contract Fee Payments; (ii) as a result of a
reclassification of the Company's Capital Stock or the exchange or conversion of
one class or series of the Company's Capital Stock for another class or series
of the Company's Capital Stock; (iii) the purchase of fractional interests in
shares of the Company's Capital Stock pursuant to the conversion or exchange
provisions of such Capital Stock or the security being converted or exchanged;
(iv) dividends or distributions in Capital Stock (or rights to acquire Capital
Stock) or repurchases, acquisitions or redemptions of Capital Stock in
connection with the issuance or exchange of Capital Stock (or securities
convertible into or exchangeable for shares of our Capital Stock); 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 Fee
Payments, if any, or any Deferred Contract Fee 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 Units 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 Units
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 Units 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 Units Certificate, by his
acceptance hereof, authorizes the Agent to enter into and perform the related
Purchase Contracts forming part of the Stripped Units 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

                                      B-8
<PAGE>

attorney-in-fact, and consents to the Pledge of the Treasury Securities
underlying this Stripped Units 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 Unit, 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 Debentures, Treasury Consideration or
Treasury Securities, as the case may be, and (ii) the Debentures 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 Units
Certificate is registered as the owner of the Stripped Units evidenced hereby
for the purpose of receiving any Contract Fee Payments and any Deferred Contract
Fee Payments performance of the Purchase Contracts and for all other purposes
whatsoever, whether or not any payments in respect thereof be overdue and
notwithstanding any notice to the contrary, and neither the Company, the Agent,
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.

                                      B-9
<PAGE>

                                 ABBREVIATIONS

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

TEN COM -                    as tenants in common

UNIF GIFT MIN ACT -          Custodian

                             ____________________________________

                             (cust)                 (minor)


                             Under Uniform Gifts to Minors Act

                             ____________________________________

                                            (State)


TEN ENT -                    as tenants by the entireties

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


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

                                     B-10
<PAGE>

                                   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 Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing _______________________________attorney
to transfer said Stripped Units Certificates on the books of Anthem, 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 Units
                                           Certificates in every particular,
                                           without alteration or enlargement or
                                           any change whatsoever.


Signature Guarantee: ___________________________________________________________

                                     B-11
<PAGE>

                            SETTLEMENT INSTRUCTIONS

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

Dated: _____________                         Signature: _____________________
                                             Signature Guarantee: ___________
                                             (if assigned to another person)


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

_________________________________________    ___________________________________
                Name                                         Name

_________________________________________    ___________________________________
               Address                                      Address





Social Security or other Taxpayer Identification
Number, if any

                                     B-12
<PAGE>

                           ELECTION TO SETTLE EARLY

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

Dated:_____________________                  Signature:_________________________
                                             Signature Guarantee:_______________

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

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

                                     B-13
<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
<CAPTION>
                                                            Stated Amount of
                Amount of Decrease   Amount of Increase        the Global
               in Stated Amount of    in Stated Amount        Certificate          Signature of
                    the Global          of the Global        Following Such     Authorized Officer
   Date            Certificate           Certificate      Decrease or Increase       of Agent
-----------   ---------------------- ------------------- ---------------------- ------------------
   <S>         <C>                   <C>                  <C>                   <C>
</TABLE>

                                     B-14
<PAGE>

                                   EXHIBIT C

                  INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                               COLLATERAL AGENT

[Name of collateral agent]
[Address of collateral agent]
Attn:

         Re:      Equity Security Units of Anthem, Inc.  (the "Company")

                  We hereby notify you in accordance with Section 4.1 of the
Pledge Agreement, dated as of ___, 2001, 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 [Normal Units] [Stripped Units]
from time to time, that the holder of securities listed below (the "Holder") has
elected to substitute [$ _______ aggregate principal amount of Treasury
Securities (CUSIP No. _____)] [$_______ principal amount of Debentures or the
appropriate Treasury Consideration, as the case may be,] in exchange for the
related [Pledged Debentures or Pledged Treasury Consideration, as the case may
be (CUSIP No. ____),] [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] [Debentures or the appropriate
Treasury Consideration, as the case may be,] to you, as Collateral Agent. We
hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged
Debentures or Pledged Treasury Consideration, as the case may be], and upon the
payment by such Holder of any applicable fees, to release the [Debentures or
Treasury Consideration, as the case may be,] [Treasury Securities] related to
such [Normal Units] [Stripped Units] to us in accordance with the Holder's
instructions.

Date: ___________

                                               [NAME OF PURCHASE CONTRACT AGENT]
                                               By: ___________________________
                                                   Name:
                                                   Title:

                                      C-1
<PAGE>

Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Debentures or Pledged Treasury Consideration, as the case
may be,] for the [Pledged Debentures or Pledged Treasury Consideration, as the
case may be,] [Pledged Treasury Securities]:

         Name


         Address



Social Security or other Taxpayer
Identification Number, if any

                                      C-2
<PAGE>

                                   EXHIBIT D

                    INSTRUCTION TO PURCHASE CONTRACT AGENT

[Name of purchase contract agent]
[Address of purchase contract agent]
Attention:

         Re:      Equity Security Units of Anthem, Inc. (the "Company")

                  The undersigned Holder hereby notifies you that it has
delivered to ___, as Collateral Agent, Custodial Agent and Securities
Intermediary [$_________ aggregate principal amount of Treasury Securities]
[$_________ principal amount of Debentures or the appropriate Treasury
Consideration, as the case may be,] in exchange for the related [Pledged
Debentures or Pledged Treasury Consideration as the case may be,] [Pledged
Treasury Securities] held by the Collateral Agent, in accordance with Section
4.1 of the Pledge Agreement, dated ___________, 2001, 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 Debentures or Pledged Treasury
Consideration, as the case may be,] [Pledged Treasury Securities] related to
such [Normal Units] [Stripped Units].

Date:
                                           By: _________________________________

                                           Signature Guarantee: ________________
Dated:

Please print name and address of
Registered Holder:

Name                                       Social Security or other Taxpayer
                                           Identification Number, if any

Address

                                      D-1