<PAGE>

                                                                    Exhibit 4.12

================================================================================

                            DOMINION RESOURCES, INC.

                                       and

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

                           As Purchase Contract Agent

                                   ----------

                           PURCHASE CONTRACT AGREEMENT

                           Dated as of          , 20
                                       ---------    --

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                  <C>
        ARTICLE I Definitions and Other Provisions of General Application

Section 1.1.    Definitions.......................................................... 1
Section 1.2.    Compliance Certificates and Opinions................................ 14
Section 1.3.    Form of Documents Delivered to Purchase Contract Agent.............. 15
Section 1.4.    Acts of Holders; Record Dates....................................... 16
Section 1.5.    Notices............................................................. 17
Section 1.6.    Notice to Holders; Waiver........................................... 18
Section 1.7.    Effect of Headings and Table of Contents............................ 18
Section 1.8.    Successors and Assigns.............................................. 18
Section 1.9.    Separability Clause................................................. 18
Section 1.10.   Benefits of Agreement............................................... 18
Section 1.11.   Governing Law....................................................... 18
Section 1.12.   Legal Holidays...................................................... 19
Section 1.13.   Counterparts........................................................ 19
Section 1.14.   Inspection of Agreement............................................. 19

                          ARTICLE II Certificate Forms

Section 2.1.    Forms of Certificates Generally..................................... 19
Section 2.2.    Form of Purchase Contract Agent's Certificate of Authentication..... 20

                           ARTICLE III The Securities

Section 3.1.    Amount; Form and Denominations...................................... 21
Section 3.2.    Rights and Obligations Evidenced by the Certificates................ 21
Section 3.3.    Execution, Authentication, Delivery and Dating...................... 22
Section 3.4.    Temporary Certificates.............................................. 22
Section 3.5.    Registration; Registration of Transfer and Exchange................. 23
Section 3.6.    Book-Entry Interests................................................ 24
Section 3.7.    Notices to Holders.................................................. 25
Section 3.8.    Appointment of Successor Clearing Agency............................ 25
Section 3.9.    Definitive Certificates............................................. 25
Section 3.10.   Mutilated, Destroyed, Lost and Stolen Certificates.................. 25
Section 3.11.   Persons Deemed Owners............................................... 27
Section 3.12.   Cancellation........................................................ 27
Section 3.13.   Creation of Treasury Units by Substitution of Treasury Securities... 28
Section 3.14.   Reestablishment of Corporate Units.................................. 29
Section 3.15.   Transfer of Collateral upon Occurrence of Termination Event......... 30
Section 3.16.   No Consent to Assumption............................................ 30
</TABLE>

                                        i

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<TABLE>
<S>                                                                                  <C>
                           ARTICLE IV The Senior Notes

Section 4.1.    Interest Payments; Rights to Interest Preserved..................... 31
Section 4.2.    Interest Rate Reset................................................. 32
Section 4.3.    Notice and Voting................................................... 32
Section 4.4.    Tax Event Redemption................................................ 33

                        ARTICLE V The Purchase Contracts

Section 5.1.    Purchase of Shares of Common Stock.................................. 33
Section 5.2.    Contract Adjustment Payments........................................ 35
Section 5.3.    [Intentionally omitted]............................................. 36
Section 5.4.    Payment of Purchase Price; Remarketing.............................. 36
Section 5.5.    Issuance of Shares of Common Stock.................................. 42
Section 5.6.    Adjustment of Settlement Rate....................................... 43
Section 5.7.    Notice of Adjustments and Certain Other Events...................... 48
Section 5.8.    Termination Event; Notice........................................... 49
Section 5.9.    Early Settlement; Cash Settlement................................... 49
Section 5.10.   No Fractional Shares................................................ 54
Section 5.11.   Charges and Taxes................................................... 54

                               ARTICLE VI Remedies

Section 6.1.    Unconditional Right of Holders to Receive Contract Adjustment
                   Payments and to Purchase Shares of Common Stock.................. 55
Section 6.2.    Restoration of Rights and Remedies.................................. 55
Section 6.3.    Rights and Remedies Cumulative...................................... 55
Section 6.4.    Delay or Omission Not Waiver........................................ 55
Section 6.5.    Undertaking for Costs............................................... 55
Section 6.6.    Waiver of Stay or Extension Laws.................................... 56

                     ARTICLE VII The Purchase Contract Agent

Section 7.1.    Certain Duties and Responsibilities................................. 56
Section 7.2.    Notice of Default................................................... 57
Section 7.3.    Certain Rights of Purchase Contract Agent........................... 57
Section 7.4.    Not Responsible for Recitals or Issuance of Securities.............. 58
Section 7.5.    May Hold Securities................................................. 58
Section 7.6.    Money Held in Custody............................................... 58
Section 7.7.    Compensation and Reimbursement...................................... 59
Section 7.8.    Corporate Purchase Contract Agent Required; Eligibility............. 59
Section 7.9.    Resignation and Removal; Appointment of Successor................... 59
Section 7.10.   Acceptance of Appointment by Successor.............................. 61
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                  <C>
Section 7.11.   Merger, Conversion, Consolidation or Succession to Business......... 61
Section 7.12.   Preservation of Information; Communications to Holders.............. 61
Section 7.13.   No Obligations of Purchase Contract Agent........................... 62
Section 7.14.   Tax Compliance...................................................... 62

                      ARTICLE VIII Supplemental Agreements

Section 8.1.    Supplemental Agreements Without Consent of Holders.................. 63
Section 8.2.    Supplemental Agreements With Consent of Holders..................... 63
Section 8.3.    Execution of Supplemental Agreements................................ 64
Section 8.4.    Effect of Supplemental Agreements................................... 64
Section 8.5.    Reference to Supplemental Agreements................................ 64

      ARTICLE IX Merger, Consolidation, Share Exchange, Sale or Conveyance

Section 9.1.    Covenant Not to Merge, Consolidate, Enter into a Share Exchange,
                   Sell or Convey Property Except Under Certain Conditions.......... 65
Section 9.2.    Rights and Duties of Successor Corporation.......................... 65
Section 9.3.    Officers' Certificate and Opinion of Counsel Given to Purchase
                   Contract Agent................................................... 66

                               ARTICLE X Covenants

Section 10.1.   Performance Under Purchase Contracts................................ 66
Section 10.2.   Maintenance of Office or Agency..................................... 66
Section 10.3.   Company to Reserve Common Stock..................................... 67
Section 10.4.   Covenants as to Common Stock........................................ 67
Section 10.5.   Statements of Officers of the Company as to Default................. 67
Section 10.6.   ERISA............................................................... 67
</TABLE>

                                    EXHIBITS

<TABLE>
<S>         <C>
EXHIBIT A   Form of Corporate Unit Certificate
EXHIBIT B   Form of Treasury Unit Certificate
EXHIBIT C   Notice from Holder to Purchase Contract Agent
            (Election for Creation of Treasury Units or Recreation of Corporate Units)
EXHIBIT D   Instruction to Purchase Contract Agent
EXHIBIT E   Notice from Purchase Contract Agent to Holders
            (Transfer of Collateral upon Occurrence of a Termination Event)
EXHIBIT F   Notice to Settle by Cash
EXHIBIT G   Notice from Purchase Contract Agent to Collateral Agent and
            Indenture Trustee (Settlement of Purchase Contract through Remarketing)
EXHIBIT H   Notice from Holder to Indenture Trustee
            (Election to Tender for Purchase Senior Notes in the Remarketing)
</TABLE>

                                      iii

<PAGE>

          PURCHASE CONTRACT AGREEMENT, dated as of            , 20  , between
                                                   -----------    --
DOMINION RESOURCES, INC., a Virginia corporation (the "Company"), and
                      , a                     corporation, acting as purchase
----------------------    -------------------
contract agent for the Holders of Securities from time to time (the "Purchase
Contract Agent").

                                    RECITALS

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

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

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

                                    ARTICLE 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, Exhibit or other subdivision;

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

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

          "Adjusted Contract Adjustment Payment Rate" means, with respect to any
Reset Transaction, the rate per annum that is the arithmetic average of the
rates quoted by two Reference Dealers selected by the Company as the rate at
which Contract Adjustment Payments should accrue so that the fair market value,
expressed in dollars, of a Corporate Unit immediately after the later of

<PAGE>


                                                                               2

(i) public announcement of such Reset Transaction or (ii) public announcement of
a change in dividend policy in connection with such Reset Transaction will equal
the average Trading Price of a Corporate Unit for the 20 Trading Days
immediately preceding the date of public announcement of such Reset Transaction;
provided that the Adjusted Contract Adjustment Payment Rate shall not be less
than     % per annum.
     ----

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

          "Affiliated Person" with respect to any specified Person means any
other Person that is an Affiliate of such specified Person.

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

          "Applicable Market Value" has the meaning set forth in Section 5.1.

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

          "Authorized Newspaper" has the meaning set forth in the Indenture.

          "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 the board of directors of the Company or a
duly authorized committee of that board or two or more Senior Officers of the
Company, acting jointly.

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

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

                                       2

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                                                                               3

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

          "Cash Settlement" has the meaning set forth in Section 5.9(B)(a)(i).

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

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

          "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 set forth in Section 5.1.

          "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

          "Collateral" has the meaning set forth in Section 1 of the Pledge
Agreement.

          "Collateral Account" has the meaning set forth in Section 1 of the
Pledge Agreement.

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

          "Collateral Substitution" means the substitution of Treasury
Securities, for a Holder's Senior Notes, under Section 3.13 of this Agreement
and Section 5.2 of the Pledge Agreement, and the substitution of a Holder's
Senior Notes for Treasury Securities under Section 3.14 of this Agreement and
Section 5.3 of the Pledge Agreement.

          "Common Stock" means the common stock, no par value per share, of the
Company.

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

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

                                       3

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                                                                               4

          "Contract Adjustment Payments" means the payments payable by the
Company on the Payment Dates in respect of each Purchase Contract, equal to (a)
if a Reset Transaction has not occurred,     % per annum of the Stated Amount or
                                         ----
(b) following the occurrence of a Reset Transaction, the Adjusted Contract
Adjustment Payment Rate related to such Reset Transaction until any succeeding
Reset Transaction shall occur, in either case computed (i) for any full
quarterly period on the basis of a 360-day year of twelve 30-day months, (ii)
for any period shorter than a full quarterly period for which such payments are
calculated, on the basis of a 30-day month and (iii) for periods of less than a
month, the actual number of days elapsed per 30-day month.

          "Corporate Trust Office" means the office of the Purchase Contract
Agent at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at
                                                             .
-------------------------------------------------------------

          "Corporate Unit" means the collective rights and obligations of a
Holder of a Corporate Unit Certificate in respect of the Senior Notes or, if
substituted therefor, in respect of the Treasury Portfolio Interest, in each
case, subject to the Pledge thereof, and the related Purchase Contract.

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

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

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

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

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

          "Dividend Yield" means, with respect to any security for any period,
the dividends paid or proposed to be paid under an announced dividend policy on
such security for such period divided by, if with respect to dividends paid on
such security, the average Closing Price of such security during such period
and, if with respect to dividends so proposed to be paid on such security, the
Closing Price of such security on the effective date of the related Reset
Transaction.

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

          "Early Settlement" has the meaning set forth in Section 5.9(A)(a).

          "Early Settlement Amount" has the meaning set forth in Section
5.9(A)(a).

          "Early Settlement Date" has the meaning set forth in Section
5.9(A)(a).

          "Early Settlement Rate" has the meaning set forth in Section
5.9(A)(b).

                                       4

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                                                                               5

          "Election Date" means                 , which is the fourth Business
                                ----------------
Day before the Initial Remarketing Date.

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

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

          "Expiration Date" has the meaning set forth in Section 1.4(e).

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

          "Failed Remarketing" has the meaning set forth in Section 5.4(d).

          "Final Remarketing" has the meaning set forth in Section 2(d) of the
Remarketing Agreement.

          "Final Remarketing Date" has the meaning set forth in Section 2(d) of
the Remarketing Agreement.

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

          "Holder" means, with respect to a Security, the Person in whose name
the Security evidenced by a Corporate Unit Certificate and/or a Treasury Unit
Certificate is registered in the related Corporate Unit Register and/or the
Treasury Unit Register, as the case may be; provided, however, that in
determining whether the Holders of the requisite number of Corporate Units
and/or Treasury Units have Acted on any matter, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Security
remains in the form of one or more Global Certificates and if the Clearing
Agency which is the holder of such Global Certificate has sent an omnibus proxy
assigning voting rights to the Clearing Agency Participants to whose accounts
the Securities are credited on the applicable record date, the term "Holder"
shall mean such Clearing Agency Participant acting at the direction of the
Beneficial Owners.

          "Indenture" means the Senior Indenture, dated as of June 1, 2000,
between the Company and the Indenture Trustee, as amended and supplemented from
time to time (including any provisions of the TIA that are deemed incorporated
therein and including the Supplemental Indenture), under which the Senior Notes
will be issued.

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

          "Initial Remarketing" has the meaning set forth in Section 2(c) of the
Remarketing Agreement.

          "Initial Remarketing Date" has the meaning set forth in Section 2(c)
of the

                                       5

<PAGE>

                                                                               6

Remarketing Agreement.

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

          "non-electing share" has the meaning set forth in Section 5.6(b).

          "NYSE" has the meaning set forth in Section 5.1.

          "Officers' Certificate" means a certificate signed by (i) either the
Chief Executive Officer, the President or one of the Vice Presidents and (ii)
either the Corporate Secretary or one of the Assistant Corporate Secretaries or
the Treasurer or one of the Assistant Treasurers, of the Company, and delivered
to the Purchase Contract Agent.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Purchase Contract Agent.

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

          (1) If a Termination Event has occurred, (i) Treasury Units and (ii)
     Corporate Units for which the underlying Treasury Securities, Senior Notes
     or Treasury Portfolio, as the case may be, have been theretofore deposited
     with the Purchase Contract Agent in trust for the Holders of such Corporate
     Units;

          (2) Corporate Units and Treasury Units evidenced by Certificates
     theretofore cancelled by the Purchase Contract Agent or delivered to the
     Purchase Contract Agent for cancellation or deemed cancelled under the
     provisions of this Agreement; and

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

provided, however, that in determining whether the Holders of the requisite
number of the Corporate Units or Treasury Units have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Corporate Units
or Treasury Units owned by the Company or any Affiliate of the Company shall be
disregarded and deemed not to be Outstanding Securities, except that, in
determining whether the Purchase Contract Agent shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Corporate Units or Treasury Units which a Responsible Officer of
the Purchase Contract Agent knows to be so owned shall be so disregarded.
Corporate Units or Treasury Units so owned which have been pledged in good faith

                                       6

<PAGE>

                                                                               7

may be regarded as Outstanding Securities if the pledgee establishes to the
satisfaction of the Purchase Contract Agent the pledgee's right so to act with
respect to such Corporate Units or Treasury Units and that the pledgee is not
the Company or any Affiliate of the Company.

          "Payment Date" means each                ,       ,           and
                                    ---------------  ------  ---------
        , commencing       , 20  .
--------             ------    --

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

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

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

          "Pledge" means the pledge under the Pledge Agreement of the Senior
Notes, any Treasury Portfolio or any Treasury Securities, in each case
constituting a part of the Securities.

          "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, on its own behalf and as
attorney-in-fact for the Holders from time to time of the Securities, as the
same may be amended, modified or supplemented from time to time in accordance
with the terms thereof.

          "Pledged Senior Notes" has the meaning set forth in Section 1 of the
Pledge Agreement.

          "Pledged Treasury Portfolio Interest" has the meaning set forth in
Section 1 of the Pledge Agreement.

          "Pledged Treasury Securities" has the meaning set forth in Section 1
of the Pledge Agreement.

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

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

                                       7

<PAGE>

                                                                               8

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

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

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

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

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

          "Purchase Contract Settlement Date" means            .
                                                    -----------

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

          "Purchase Price" has the meaning set forth in Section 5.1.

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

          "Quotation Agent" means (i)                           and its
                                      -------------------------
respective successors, provided, however, that if the foregoing shall cease to
be a Primary Treasury Dealer, the Company shall substitute therefor another
Primary Treasury Dealer or (ii) any other Primary Treasury Dealer selected by
the Company.

          "Record Date" for the Contract Adjustment Payments 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, the fifteenth
Business Day before such Payment Date.

          "Redemption Amount" means, for each Senior Note, the product of (i)
the principal amount of such Senior Note and (ii) a fraction whose numerator is
the applicable Redemption Treasury Portfolio Purchase Price and whose
denominator is the applicable Tax Event Redemption Principal Amount.

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

                                       8

<PAGE>

                                                                               9

redemption.

          "Redemption Treasury Portfolio" means, in connection with a Tax Event
Redemption, (a) if the Tax Event Redemption Date occurs before the Initial
Remarketing Date or, in the event that there has not been a Successful Initial
Remarketing or Successful Subsequent Remarketing, before the Purchase Contract
Settlement Date, a portfolio of zero-coupon U.S. Treasury Securities consisting
of (i) principal or interest strips of U.S. Treasury Securities which mature on
or before the Purchase Contract Settlement Date in an aggregate amount equal to
the applicable Tax Event Redemption Principal Amount and (ii) with respect to
each scheduled interest payment date on the Senior Notes that occurs after the
Tax Event Redemption Date and on or before the Purchase Contract Settlement
Date, principal or interest strips of U.S. Treasury Securities that mature on or
before such date in an aggregate amount equal to the aggregate interest payment
that would be due on the applicable Tax Event Redemption Principal Amount of the
Senior Notes on such date, and (b) if the Tax Event Redemption Date occurs on or
after the Initial Remarketing Date or, in the event that there has not been a
Successful Initial Remarketing or a Successful Subsequent Remarketing, on or
after the Purchase Contract Settlement Date, a portfolio of zero-coupon U.S.
Treasury Securities consisting of (i) principal or interest strips of U.S.
Treasury Securities which mature on or before the Stated Maturity in an
aggregate amount equal to the applicable Tax Event Redemption Principal Amount
and (ii) with respect to each scheduled interest payment date on the Senior
Notes that occurs after the Tax Event Redemption Date, interest strips of such
U.S. Treasury Securities that mature on or before such date in an aggregate
amount equal to the aggregate interest payment that would be due on the
applicable Tax Event Redemption Principal Amount of the Senior Notes on such
date.

          "Redemption Treasury Portfolio Purchase Price" means the lowest
aggregate price quoted by the Primary Treasury Dealer to the Quotation Agent on
the third Business Day immediately preceding the Tax Event Redemption Date for
the purchase of the Redemption Treasury Portfolio for settlement on the Tax
Event Redemption Date.

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

          "Reference Price" has the meaning set forth in Section 5.1.

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

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

          "Remarketing" means the remarketing of the Remarketing Senior Notes
under the Remarketing Procedures.

          "Remarketing Agent" has the meaning set forth in Section 5.4(b).

          "Remarketing Agreement" means the Remarketing Agreement, dated as of
the date hereof between the Company and the Remarketing Agent, as the same may
be amended, modified or supplemented from time to time in accordance with the
terms thereof.

          "Remarketing Date" means the date of any Successful Remarketing.

          "Remarketing Fee" has the meaning set forth in Section 5.4(b).

                                       9

<PAGE>

                                                                              10

          "Remarketing Procedures" has the meaning specified in Section 1(b) of
the Remarketing Agreement.

          "Remarketing Senior Notes" has the meaning set forth in Section
5.4(b).

          "Remarketing Settlement Date" means the date of the settlement of any
Successful Remarketing, which will be three Business Days after such
Remarketing.

          "Remarketing Value" means the sum of

     (1) Unless the Remarketing occurs on the Final Remarketing Date, the value
     on the Remarketing Date of U.S. Treasury securities that will mature or
     pay, on or before the Payment Date falling on the Purchase Contract
     Settlement Date, an amount of cash equal to the aggregate interest that is
     scheduled to be payable on that Payment Date, on (i) the Senior Notes that
     are included in Corporate Units and (ii) the Separated Senior Notes, in
     each case, which are participating in the Remarketing, assuming for that
     purpose that the interest rate on the Senior Notes is equal to the Coupon
     Rate;

     (2) the value on the Remarketing Date of U.S. Treasury securities that will
     pay, on or before the Purchase Contract Settlement Date, an amount of cash
     equal to the Stated Amount of (i) such Senior Notes that are included in
     Corporate Units and (ii) the Separated Senior Notes, in each case, which
     are participating in the Remarketing; and

     (3) the Remarketing Fee;

     provided that, for purposes of each of clauses (1) through (3) above, the
     Remarketing Value shall be calculated on the assumptions that (i) the U.S.
     Treasury securities are highly liquid securities and mature on or within 35
     days before the Purchase Contract Settlement Date, as determined in good
     faith by the Remarketing Agent in a manner intended to minimize the
     Remarketing Value, and (ii) 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 as determined on a third-day settlement
     basis by a reasonable and customary means selected in good faith by the
     Remarketing Agent, plus accrued interest to that date; and provided further
     that, the Remarketing Agent shall, in its sole discretion, select the U.S.
     Treasury securities in connection with a Remarketing in open market
     transactions, at a U.S. Treasury auction and/or from its own account.

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

          "Reset Rate" has the meaning set forth in Section 102 of the
Supplemental Indenture.

          "Reset Transaction" means a merger, consolidation or statutory share
exchange to which the Person that is the issuer of the shares of Common Stock
for which the Purchase Contracts are then to be settled is a party, a sale of
all or substantially all assets of such Person, a recapitalization of such
Common Stock or a distribution described in Section 5.6(a)(4) by such Person and
after the effective date of such transaction the Purchase Contracts are then to
be settled for

                                       10

<PAGE>

                                                                              11

shares of common stock of a Person (i) which had a Dividend Yield for the four
fiscal quarters immediately preceding the public announcement thereof which was,
or (ii) that announces a dividend policy before the effective date thereof which
policy, if implemented, would result in a Dividend Yield on such shares of
Common Stock for the next four fiscal quarters which would be, more than 250
basis points higher than the Dividend Yield on the shares of Common Stock for
which the Purchase Contracts are to be settled before such effective date for
the four fiscal quarters immediately preceding such public announcement.

          "Responsible Officer," when used with respect to the Purchase Contract
Agent, means any officer of the Purchase Contract Agent assigned by the Purchase
Contract Agent to administer its corporate trust matters.

          "Securities Intermediary" means                             , as
                                          ----------------------------
Securities Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such under the applicable provisions of the
Pledge Agreement, and thereafter "Securities Intermediary" shall mean such
successor.

          "Security" means a Corporate Unit or a Treasury Unit or the collective
reference to the Corporate Units and the Treasury Units, as the case may be.

          "Senior Notes" means the 20   Series       % Senior Notes, due
                                     --        - ----
             to be issued by the Company under the Supplemental Indenture, each
------------
having a minimum denomination of $50 and bearing interest, payable on the
Payment Dates, at the Coupon Rate to, but not including, the Remarketing
Settlement Date or the Purchase Contract Settlement Date, as applicable, and
thereafter at the Reset Rate, in each case under the Supplemental Indenture. Any
reference herein to "one Senior Note," "a Senior Note" or "the Senior Note" or
any phrase herein having a similar meaning shall be a reference to a Senior Note
in the principal amount of $50.

          "Senior Officer" means any one of the Company's Chief Executive
Officer, President, Executive Vice Presidents, Senior Vice Presidents or
Treasurer.

          "Separated Senior Notes" has the meaning set forth in Section 1 of the
Pledge Agreement.

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

          "Stated Amount" means $50 in cash.

          "Stated Maturity" means, with respect to the Senior Notes,
            .
------------
          "Subsequent Remarketing" has the meaning specified in Section 2(d) of
the Remarketing Agreement.

          "Subsequent Remarketing Date" has the meaning specified in Section
2(d) of the Remarketing Agreement.

          "Successful Final Remarketing" has the meaning specified in Section
2(e) of the Remarketing Agreement.

                                       11

<PAGE>

                                                                              12

          "Successful Initial Remarketing" has the meaning specified in Section
2(e) of the Remarketing Agreement.

          "Successful Remarketing" has the meaning specified in Section 2(e) of
the Remarketing Agreement.

          "Successful Subsequent Remarketing" has the meaning specified in
Section 2(e) of the Remarketing Agreement.

          "Supplemental Indenture" means the       Supplemental Indenture, dated
                                             -----
as of        , 20  , between the Company and the Indenture Trustee,
      -------    --
supplementing the Indenture.

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

          "Tax Event Redemption" means, if a Tax Event shall occur and be
continuing, the redemption of the Senior Notes, at the option of the Company, in
whole but not in part, on not less than 20 days nor more than 60 days' written
notice.

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

          "Tax Event Redemption Principal Amount" means either (i) if the Tax
Event Redemption Date occurs before the Initial Remarketing Date or, in the
event that there has not been a Successful Remarketing or a Successful
Subsequent Remarketing, before the Purchase Contract Settlement Date, the
aggregate principal amount of the Senior Notes which are components of Corporate
Units on the Tax Event Redemption Date or (ii) if the Tax Event Redemption Date
occurs on or after the Initial Remarketing Date or, in the event that there has
not been a Successful Remarketing or a Successful Subsequent Remarketing, on or
after the Purchase Contract Settlement Date, the aggregate principal amount of
the Senior Notes outstanding on such Tax Event Redemption Date.

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

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

                                       12

<PAGE>

                                                                              13

          (1) at any time on or before the Purchase Contract Settlement Date, a
     judgment, decree or court order shall have been entered granting relief
     with respect to the Company under the Bankruptcy Code or any other similar
     applicable 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 before the Purchase Contract
     Settlement Date, such decree or order shall have continued undischarged and
     unstayed for a period of 60 days;

          (2) 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 before the Purchase Contract
     Settlement Date, such judgment, decree or order shall have continued
     undischarged and unstayed for a period of 60 days; or

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

          "Threshold Appreciation Price" has the meaning set forth in Section
5.1.

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

          "Trading Day" has the meaning set forth in Section 5.1.

          "Trading Price" of a security on any date of determination means:

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) of a security (regular way) on the NYSE on such
     date,

          (2) if such security is not listed for trading on the NYSE on any such
     date, the closing sale price as reported in the composite transactions for
     the principal United States securities exchange on which such security is
     so listed,

          (3) if such security is not so listed on a United States national or
     regional securities exchange, the closing sale price as reported by the
     NASDAQ Stock Market,

          (4) if such security is not so reported, the price quoted by
     Interactive Data Corporation for such security or, if Interactive Data
     Corporation is not quoting such price, a similar quotation service selected
     by the Company,

                                       13

<PAGE>

                                                                              14

          (5) if such security is not so quoted, the average of the mid-point of
     the last bid and ask prices for such security from at least two dealers
     recognized as market-makers for such security, or

          (6) if such security is not so quoted, the average of the last bid and
     ask prices for such security from a Reference Dealer.

          "Treasury Portfolio" has the meaning specified in Section 5.4(b).

          "Treasury Portfolio Interest" has the meaning specified in Section
5.4(b) or, in the event that a Tax Event Redemption has occurred, means the
related interest in the Redemption Treasury Portfolio applicable to a Corporate
Unit.

          "Treasury Portfolio Return" has the meaning specified in Section 4.1.

          "Treasury Security" means a zero-coupon U.S. Treasury Security which
has a principal amount at maturity of $1,000 and which matures on or before the
Business Day before the Purchase Contract Settlement Date.

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

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

          "Treasury Unit Register" and "Treasury Unit Registrar" have the
respective meanings set forth in Section 3.5.

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

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

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

                                       14

<PAGE>

                                                                              15

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

          (3) a statement that, in the opinion of each such 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

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

Section 1.3. Form of Documents Delivered to Purchase Contract Agent.

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

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which 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.

                                       15

<PAGE>

                                                                              16

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 an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Purchase Contract Agent and, where it is hereby expressly required, to
the Company. Such 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 Purchase Contract Agent and the Company, if made in the manner provided in
this Section.

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

          (c) The ownership of Securities shall be proved by the Corporate Unit
Register or the Treasury Unit 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 Purchase
Contract Agent or the Company in reliance thereon, whether or not notation of
such action is made upon such Certificate.

          (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set under this paragraph, the
Holders of the Outstanding Corporate Units and the Outstanding Treasury Units,
as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the Corporate Units or the Treasury
Units, as the case may be, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or before the applicable Expiration Date by Holders of the requisite
number of Outstanding Securities on such record date. Nothing contained in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set under this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and be of no effect), and nothing contained
in this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite number of Outstanding Securities on the date such
action is taken. Promptly after any record date is set under this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Purchase Contract Agent in writing and to each Holder of Securities in the
manner set forth in Section 1.6.

                                       16

<PAGE>

                                                                              17

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

Section 1.5. Notices.

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

          If to the Purchase Contract Agent:

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

          ----------------------------------
          Telecopier No.: (___)
                                ------------
          Attention:
                     -----------------------

          If to the Company:

          Dominion Resources, Inc.
          120 Tredegar Street
          Richmond, Virginia  23219
          Telecopier No.: (804) 819-2211
          Attention: Treasurer

          If to the Collateral Agent and Securities Intermediary:

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

          ----------------------------------
          Telecopier No.: (___)
                                ------------
          Attention:
                     -----------------------

          If to the Indenture Trustee:

          JPMorgan Chase Bank
          4 New York Plaza
          New York, New York 10004
          Telecopier No.: (212) 946-8159/8160

                                       17

<PAGE>

                                                                              18

          Attention: Institutional Trust Services

Section 1.6. Notice to Holders; Waiver.

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

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

Section 1.7. 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 contained in this Agreement or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the terms and conditions hereof and of the Securities
evidenced by their Certificates by their acceptance of delivery of such
Certificates.

Section 1.11. Governing Law.

                                       18

<PAGE>

                                                                              19

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

Section 1.12. Legal Holidays.

          In any case where any Payment Date shall not be a Business Day, then
(notwithstanding any other provision of this Agreement or the Corporate Unit
Certificates or the Treasury Unit Certificates) Contract Adjustment Payments
shall not be made on such date, but 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 or any
Holder 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.

          In any case where any Purchase Contract Settlement Date shall not be a
Business Day, notwithstanding any other provision of this Agreement, the
Corporate Unit Certificates or the Treasury Unit Certificates, Purchase
Contracts shall not be performed on such date, but the Purchase Contracts shall
be performed on the immediately following Business Day with the same force and
effect as if performed on the Purchase Contract Settlement Date.

Section 1.13. Counterparts.

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

Section 1.14. Inspection of Agreement.

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

                                   ARTICLE II

                                Certificate Forms

Section 2.1. Forms of Certificates Generally.

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

          The definitive Corporate Unit 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

                                       19

<PAGE>

                                                                              20

of the Company executing the Corporate Units evidenced by such Corporate Unit
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

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

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

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

     "This Certificate is a Global Certificate within the meaning of the
     Purchase Contract Agreement hereinafter referred to and is registered in
     the name of The Depository Trust Company, a New York corporation (the
     "Depositary"), or a nominee of the Depositary. This Certificate is
     exchangeable for certificates registered in the name of a person other than
     the Depositary or its nominee only in the limited circumstances described
     in the Purchase Contract Agreement and no transfer of this Certificate
     (other than a transfer of this Certificate as a whole by the Depositary to
     a nominee of the Depositary or by a nominee of the Depositary to the
     Depositary or another nominee of the Depositary) may be registered except
     in limited circumstances.

     Unless this Certificate is presented by an authorized representative of the
     Depositary for registration of transfer, exchange or payment, and any
     certificate issued is registered in the name of Cede & Co. or such other
     name as is requested by an authorized representative of the Depositary (and
     any payment hereon is made to Cede & Co. or to such other entity as is
     requested by an authorized representative of the Depositary), any transfer,
     pledge or other use hereof for value or otherwise by or to any person is
     wrongful since the registered owner hereof, Cede & Co., has an interest
     herein."

Section 2.2. Form of Purchase Contract Agent's Certificate of Authentication.

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

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

                                       20

<PAGE>

                                                                              21

                                   ARTICLE III

                                 The Securities

Section 3.1. Amount; Form and Denominations.

          The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to           (or           if the purchaser of the Certificates
           ---------     ---------
exercises its overallotment option in full), except for Certificates
authenticated, executed and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Certificates under Section 3.4, 3.5, 3.10,
3.13, 3.14, 5.9 or 8.5.

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

Section 3.2. Rights and Obligations Evidenced by the Certificates.

          Each Corporate Unit Certificate shall evidence the number of Corporate
Units specified therein, with each such Corporate Unit representing (1) the
ownership by the Holder thereof of a beneficial interest in one Senior Note or
if substituted therefor, the Pledged Treasury Portfolio Interest, in either
case, subject to the Pledge of such Senior Note or such Pledged Treasury
Portfolio Interest, as the case may be, by such Holder under the Pledge
Agreement, and (2) the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Purchase Contract Agent as
attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall
pledge, under the Pledge Agreement, the Senior Note or if substituted therefor,
the Treasury Portfolio Interest, forming a part of such Corporate Unit, to the
Collateral Agent and grant to the Collateral Agent a security interest in the
right, title and interest of such Holder in such Senior Note or such Treasury
Portfolio Interest, as the case may be, for the benefit of the Company, to
secure the obligation of the Holder under each Purchase Contract to purchase
shares of Common Stock. Before the purchase of shares of Common Stock under each
Purchase Contract, such Purchase Contracts shall not entitle the Holder of a
Corporate Unit Certificate to any of the rights of a holder of shares of Common
Stock, including, without limitation, the right to vote or receive any dividends
or other payments or to consent or to receive notice as a shareholder in respect
of the meetings of shareholders or for the election of directors of the Company
or for any other matter, or any other rights whatsoever as a shareholder of the
Company.

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

                                       21

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                                                                              22

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

Section 3.3. Execution, Authentication, Delivery and Dating.

          Subject to the provisions of Sections 3.1, 3.13 and 3.14 hereof, upon
the execution and delivery of this Agreement, and at any time and from time to
time thereafter, the Company may deliver Certificates executed by the Company to
the Purchase Contract Agent for authentication, execution on behalf of the
Holders and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

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

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

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

          Each Certificate shall be dated the date of its authentication.

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

Section 3.4. Temporary Certificates.

          Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu
of such definitive Certificates, temporary Certificates which are in
substantially the form set forth in Exhibit A or Exhibit B hereto, as the case
may be, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any

                                       22

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                                                                              23

securities exchange on which the Corporate Units or Treasury Units are or may be
listed, or as may, consistently herewith, be determined by the officers of the
Company executing such Certificates, as evidenced by their execution of the
Certificates.

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

Section 3.5. Registration; Registration of Transfer and Exchange.

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

          Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the designated transferee or transferees, and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of any
authorized denominations, like tenor, and evidencing a like aggregate number of
Corporate Units or Treasury Units, as the case may be.

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

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

                                       23

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                                                                              24

Agreement as the Corporate Units or Treasury Units, as the case may be,
evidenced by the Certificate surrendered upon such registration of transfer or
exchange.

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

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

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

          (1) if the Purchase Contract Settlement Date has occurred, deliver the
     shares of Common Stock issuable in respect of the Purchase Contracts
     forming a part of the Securities evidenced by such other Certificate; or

          (2) if a Termination Event shall have occurred before the Purchase
     Contract Settlement Date, transfer the Senior Notes, the Treasury Portfolio
     or the Treasury Securities, as the case may be, evidenced thereby,

in each case subject to the applicable conditions and in accordance with the
applicable provisions of Article Five hereof.

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
Clearing Agency or its custodian 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 initial Clearing Agency,
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 Purchase Contract Agent shall enter into an agreement with the
Clearing Agency if so requested by the Company. Unless and until definitive,
fully registered Certificates have been issued to Beneficial Owners under
Section 3.9:

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

                                       24

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                                                                              25

          (2) the Company shall be entitled to deal with the Clearing Agency for
     all purposes of this Agreement (including making Contract Adjustment
     Payments and receiving approvals, votes or consents hereunder) as the
     Holder of the Securities and the sole holder of the Global Certificates and
     shall have no obligation to the Beneficial Owners;

          (3) 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

          (4) 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.

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
Securities 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 Securities or ceases to be eligible as
a "clearing agency" under the Exchange Act, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the Securities.

Section 3.9. Definitive Certificates.

          If:

          (1) a Clearing Agency elects to discontinue its services as securities
     depositary with respect to the Securities or ceases to be eligible as a
     "clearing agency" under the Exchange Act and a successor Clearing Agency is
     not appointed by the Company under Section 3.8 within 90 days after the
     Company receives notice from the Clearing Agency of such election or
     becomes aware of such cessation; or

          (2) 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 Securities by
the Clearing Agency, accompanied by registration instructions, the Company shall
cause definitive Certificates to be delivered to Beneficial Owners in accordance
with the instructions of the Clearing Agency. The Company and the Purchase
Contract Agent shall not be liable for any delay in delivery of such
instructions and may conclusively rely on and shall be protected in relying on,
such instructions.

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

                                       25

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                                                                              26

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

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

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

          (1) if the Purchase Contract Settlement Date has occurred, deliver the
     shares of Common Stock issuable in respect of the Purchase Contracts
     forming a part of the Securities evidenced by such Certificate; or

          (2) if a Termination Event shall have occurred before the Purchase
     Contract Settlement Date, transfer the Senior Notes, the Treasury Portfolio
     or the Treasury Securities, as the case may be, evidenced thereby,

in each case subject to the applicable conditions and in accordance with the
applicable provisions of Article Five hereof.

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

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

                                       26

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                                                                              27

          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.

          Before due presentment of a Certificate for registration of transfer,
the Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Corporate Units or Treasury Units evidenced
thereby, for the purpose of receiving interest payments on the Senior Notes,
receiving Contract Adjustment Payments, performance of the Purchase Contracts
and for all other purposes whatsoever, whether or not any interest payments on
the Senior Notes or the Contract Adjustment Payments payable in respect of the
Purchase Contracts constituting a part of the Corporate Units or Treasury Units
evidenced thereby shall be overdue and notwithstanding any notice to the
contrary, and neither the Company nor the Purchase Contract Agent, nor any agent
of the Company or the Purchase Contract Agent, shall be affected by notice to
the contrary.

          Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Purchase Contract Agent
or any agent of the Company or the Purchase Contract Agent, from giving effect
to any written certification, proxy or other authorization furnished by 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.

Section 3.12. Cancellation.

          All Certificates surrendered for delivery of shares of Common Stock on
or after the Purchase Contract Settlement Date, upon the transfer of Senior
Notes, the Treasury Portfolio or Treasury Securities, as the case may be, after
the occurrence of a Termination Event or under an Early Settlement, or upon the
registration of a transfer or exchange of a Security, or a Collateral
Substitution or the reestablishment of Corporate Units shall, if surrendered to
any Person other than the Purchase Contract Agent, be delivered to the Purchase
Contract Agent and, if not already cancelled, shall be promptly cancelled by it.
The Company may at any time deliver to the Purchase Contract Agent for
cancellation any Certificates previously authenticated, executed and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the
Purchase Contract Agent. No Certificates shall be authenticated, executed on
behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Purchase
Contract Agent shall be disposed of by the Purchase Contract Agent in accordance
with its customary procedures.

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

                                       27

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                                                                              28

Section 3.13. Creation of Treasury Units by Substitution of Treasury Securities.

          A Holder may separate the Senior Notes from the related Purchase
Contracts in respect of such Holder's Corporate Units by substituting for such
Senior Notes Treasury Securities in an aggregate principal amount equal to the
aggregate principal amount of such Senior Notes (a "Collateral Substitution"),
at any time from and after the date of this Agreement until 5:00 p.m. (New York
City time) on the Election Date by providing notice to the Purchase Contract
Agent, substantially in the form of Exhibit C hereto, of such Holder's intention
to create Treasury Units and:

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

          (2) transferring the related Corporate Units to the Purchase Contract
     Agent accompanied by a notice to the Purchase Contract Agent, substantially
     in the form of Exhibit D hereto, stating that the Holder has transferred
     the relevant amount of Treasury Securities to the Securities Intermediary
     and requesting that the Purchase Contract Agent instruct the Collateral
     Agent to release the Senior Notes underlying such Corporate Units,
     whereupon the Purchase Contract Agent shall promptly give such instruction
     to the Collateral Agent, substantially in the form of Exhibit A to the
     Pledge Agreement.

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

          (i) cancel the related Corporate Units;

          (ii) transfer the Senior Notes to the Holder; and

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

          Holders who elect to separate the Senior Notes from the related
Purchase Contracts and to substitute Treasury Securities for such Senior Notes
shall be responsible for any fees or expenses payable to the Collateral Agent
for its services as Collateral Agent in respect of the substitution, and the
Company shall not be responsible for any such fees or expenses.

          Holders may make Collateral Substitutions only in integral multiples
of 20 Corporate Units. Under no circumstances may a Holder of Corporate Units
create Treasury Units after the Election Date.

          In the event a Holder making a Collateral Substitution under Section
3.13 of this Agreement fails to effect a book-entry transfer of the Corporate
Units or fails to deliver Corporate Unit Certificates to the Purchase Contract
Agent after depositing Treasury Securities with the

                                       28

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                                                                              29

Collateral Agent, the Senior Notes, constituting a part of such Corporate Units,
and any interest payments on such Senior Notes, shall be held in the name of the
Purchase Contract Agent or its nominee in trust for the benefit of such Holder,
until such Corporate Units are so transferred or the Corporate Unit Certificates
are so delivered, as the case may be, or, with respect to the Corporate Unit
Certificates, such Holder provides evidence satisfactory to the Company and the
Purchase Contract Agent that such Corporate Unit Certificates have been
destroyed, lost or stolen, together with any indemnity that may be required by
the Purchase Contract Agent and the Company.

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

Section 3.14. Reestablishment of Corporate Units.

          Unless a Tax Event Redemption has occurred, a Holder of a Treasury
Unit may recreate Corporate Units at any time until 5:00 p.m. (New York City
time) on the Election Date by providing notice to the Purchase Contract Agent,
substantially in the form of Exhibit C hereto, of such Holder's intention to
recreate Corporate Units and:

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

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

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

          (i) cancel the related Treasury Units;

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

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

                                       29

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                                                                              30

          Holders who elect to recreate Corporate Units shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the substitution, and the Company shall not be
responsible for any such fees or expenses.

          Holders of Treasury Units may reestablish Corporate Units in integral
multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstances
may a Holder of Treasury Units recreate Corporate Units after the Election Date.

          Except as provided in this Section 3.14, for so long as the Purchase
Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall
not be separable into its constituent parts and the rights and obligations of
the Holder of such Treasury Units in respect of the 1/20 of a Treasury Security
and the Purchase Contract comprising such Treasury Units may be acquired, and
may be transferred and exchanged, only as a Treasury Unit.

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

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

          Upon book-entry transfer of the Corporate Units or Treasury Units or
delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the
Purchase Contract Agent with such transfer instructions, the Purchase Contract
Agent shall transfer the Senior Notes, Treasury Portfolio Interests or Treasury
Securities, as the case may be, underlying such Corporate Units or Treasury
Units, as the case may be, to such Holder by book-entry transfer, or other
appropriate procedures, in accordance with such instructions. In the event a
Holder of Corporate Units or Treasury Units fails to effect such transfer or
delivery, the Senior Notes, Treasury Portfolio Interests or Treasury Securities,
as the case may be, underlying such Corporate Units or Treasury Units, as the
case may be, and any interest thereon, shall be held in the name of the Purchase
Contract Agent or its nominee in trust for the benefit of such Holder, until the
earlier of:

          (1) such Corporate Units or Treasury Units are transferred or the
     Corporate Unit Certificate or Treasury Unit Certificate is surrendered or
     such Holder provides satisfactory evidence that such Corporate Unit
     Certificate or Treasury Unit Certificate has been destroyed, lost or
     stolen, together with any indemnity that may be required by the Purchase
     Contract Agent and the Company; and

          (2) the expiration of the time period specified in the abandoned
     property laws of the relevant state.

Section 3.16. No Consent to Assumption.

          Each Holder of a Security, by acceptance thereof, shall be deemed
expressly to have withheld any consent to the assumption under Section 365 of
the Bankruptcy Code or otherwise, of

                                       30

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                                                                              31

the Purchase Contract by the Company or its trustee, receiver, liquidator or a
person or entity performing similar functions in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or federal law providing for reorganization or liquidation.

                                   ARTICLE IV

                                The Senior Notes

Section 4.1. Interest Payments; Rights to Interest Preserved.

          Each Corporate Unit issued hereunder shall consist of the beneficial
ownership by the Holder of one Senior Note issued under the Indenture or, if the
Remarketing Senior Notes shall have been remarketed by the Remarketing Agent
under the Remarketing Agreement or if a Tax Event Redemption has occurred before
the Purchase Contract Settlement Date, the Treasury Portfolio Interest, in each
case, subject to the Pledge thereof by such Holder under the Pledge Agreement.

          An interest payment on any Senior Note which is paid on any Payment
Date or the portion of the proceeds of a Treasury Portfolio Interest equal to
the interest payable on a Senior Note on the Purchase Contract Settlement Date
(such portion the "Treasury Portfolio Return"), as the case may be, subject to
receipt thereof by the Purchase Contract Agent from the Collateral Agent as
provided by the terms of the Pledge Agreement, shall promptly be paid to the
Person in whose name the Corporate Unit Certificate (or one or more Predecessor
Corporate Unit Certificates) of which such Senior Note or the Treasury Portfolio
Interest, as the case may be, is a part is registered at the close of business
on the Record Date for such Payment Date or Purchase Contract Settlement Date,
as applicable.

          Each Corporate Unit Certificate evidencing, in part, the Senior Note
or the Treasury Portfolio Interest delivered under this Agreement upon
registration of transfer of or in exchange for or in lieu of any other Corporate
Unit Certificate shall carry the right to accrued and unpaid interest, and the
right to accrue interest (and accreted and accreting principal in the case of
non-interest bearing components of the Treasury Portfolio Interest), which
rights were carried by the Senior Note or the Treasury Portfolio Interest, as
the case may be, relating to such other Corporate Unit Certificate.

          In the case of any Corporate Unit with respect to which (1) Cash
Settlement of the related Purchase Contract is effected on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, (2) Early
Settlement of the related Purchase Contract is effected on an Early Settlement
Date or (3) a Collateral Substitution is effected, in each case, on a date that
is after any Record Date and on or before the next succeeding Payment Date, the
interest payment on the Senior Note or the Treasury Portfolio Return, as the
case may be, relating to such Corporate Unit otherwise payable on such Payment
Date shall be payable on such Payment Date notwithstanding such Cash Settlement,
Early Settlement or Collateral Substitution, as the case may be, and such
payment shall, subject to receipt thereof by the Purchase Contract Agent, be
payable to the Person in whose name the Corporate Unit Certificate (or one or
more Predecessor Corporate Unit Certificates) was registered at the close of
business on the corresponding Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Corporate
Unit with respect to which Cash Settlement or Early Settlement of the related
Purchase Contract is effected on the fifth Business Day immediately preceding
the Purchase Contract Settlement Date, or on an Early

                                       31

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                                                                              32

Settlement Date, respectively, or with respect to which a Collateral
Substitution has been effected, interest payments on the related Senior Notes or
the Treasury Portfolio Return, as the case may be, that would otherwise be
payable after the fifth Business Day preceding the Purchase Contract Settlement
Date, after the Early Settlement Date, or after the Collateral Substitution,
respectively, shall not be payable hereunder to the Holder of such Corporate
Unit; provided, however, that to the extent that such Holder continues to hold
the Separated Senior Note that formerly comprised a part of such Holder's
Corporate Unit, such Holder shall be entitled to receive the interest payments
on such Separated Senior Note, as provided in the Indenture.

Section 4.2. Interest Rate Reset.

          Unless a Tax Event Redemption has occurred, the applicable interest
rate borne by the Senior Notes, whether or not part of Corporate Units, shall be
reset to the Reset Rate, under the Supplemental Indenture, and will be effective
with respect to all Senior Notes, whether or not then constituting a component
of Corporate Units, as of the Remarketing Settlement Date, in the case of a
Successful Remarketing, or, as of the Purchase Contract Settlement Date, in the
event of a Failed Remarketing or in the event there is no Remarketing under
clause (iii) of the definition of Reset Rate in the Supplemental Indenture.

Section 4.3. Notice and Voting.

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

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

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

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

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

                                       32

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                                                                              33

Section 4.4. Tax Event Redemption.

          Upon the occurrence of a Tax Event Redemption before the Initial
Remarketing Date, or in the event that there has not been a Successful Initial
Remarketing or a Successful Subsequent Remarketing, before the Purchase Contract
Settlement Date, under the terms of the Pledge Agreement, the Collateral Agent
will apply, out of the aggregate Redemption Price for the Senior Notes that are
part of Corporate Units, an amount equal to the aggregate Redemption Amount for
the Senior Notes that are part of Corporate Units to purchase on behalf of the
Holders of Corporate Units the Redemption Treasury Portfolio and promptly remit
the remaining portion, if any, of such Redemption Price to the Purchase Contract
Agent for payment to the Holders of such Corporate Units. The Redemption
Treasury Portfolio will be substituted for the Pledged Senior Notes, and will be
held by the Collateral Agent in accordance with the terms of the Pledge
Agreement to secure the obligation of each Holder of a Corporate Unit to
purchase Common Stock of the Company under the Purchase Contract constituting a
part of such Corporate Unit. Following the occurrence of a Tax Event Redemption
before the Initial Remarketing Date, or in the event that there has not been a
Successful Initial Remarketing or a Successful Subsequent Remarketing, before
the Purchase Contract Settlement Date, the Holders of the Corporate Units and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the Redemption Treasury Portfolio as the Holders and the
Collateral Agent, respectively, had with respect to the Senior Notes, subject to
the Pledge thereof as provided in the Pledge Agreement, and any reference herein
or in the Certificates to the Senior Note shall be deemed to be a reference to
such Redemption Treasury Portfolio and any reference herein or in the
Certificates to interest on the Senior Notes shall be deemed to be a reference
to corresponding distributions on the Redemption Treasury Portfolio. The Company
may cause to be made in any Corporate Units Certificate thereafter to be issued
such change in phraseology and form (but not in substance) as may be appropriate
to reflect the substitution of the Redemption Treasury Portfolio for Senior
Notes as collateral.

          Upon the occurrence of a Tax Event Redemption after the Purchase
Contract Settlement Date, the Redemption Price will be payable in cash to the
holders of the Senior Notes.

                                   ARTICLE V

                             The Purchase Contracts

Section 5.1. Purchase of Shares of Common Stock.

          Each Purchase Contract shall, unless an Early Settlement has occurred
in accordance with Section 5.9 hereof, obligate the Holder of the related
Security to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of newly issued shares of Common Stock equal to the Settlement Rate
unless, on or before the Purchase Contract Settlement Date, there shall have
occurred a Termination Event with respect to the Security of which such Purchase
Contract is a part. The "Settlement Rate" is equal to:

          (1) if the Applicable Market Value (as defined below) is equal to or
     greater than $      (the "Threshold Appreciation Price"), 0.      shares of
                   -----                                         -----
     Common Stock per Purchase Contract;

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                                                                              34

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price, but greater than $      (the "Reference Price"), the
                                           -----
     number of shares of Common Stock having a value, based on the Applicable
     Market Value, equal to the Stated Amount; and

          (3) if the Applicable Market Value is less than or equal to the
     Reference Price, 0.      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).

          Promptly after the calculation of the Settlement Rate and the
Applicable Market Value, the Company shall give the Purchase Contract Agent
notice thereof. All calculations and determinations of the Settlement Rate and
the Applicable Market Value shall be made by the Company or its agent and the
Purchase Contract Agent shall have no responsibility with respect thereto.

          As provided in Section 5.10, no fractional shares of Common Stock will
be issued upon settlement of Purchase Contracts.

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

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

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) per share of the Common Stock on the New York
     Stock Exchange (the "NYSE") on such date;

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

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

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

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices per share of the Common Stock on such date
     from at least three nationally recognized independent investment banking
     firms retained for this purpose by the Company.

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

                                       34

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                                                                              35

association or over-the-counter market that is the primary market for the
trading of the Common Stock.

          Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance
thereof:

          (1) irrevocably authorizes the Purchase Contract 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);

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

          (3) covenants and agrees to perform its obligations under such
     Purchase Contracts;

          (4) consents to the provisions hereof;

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

          (6) consents to and agrees to be bound by the Pledge of the Senior
     Notes or the Treasury Securities under the Pledge Agreement; and

          (7) agrees to treat itself as the owner of the related Senior Notes,
     Treasury Portfolio Interest or Treasury Securities, as the case may be, in
     each case for Federal, state and local income and franchise tax purposes.

provided that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any other
rights or obligations. Each Holder of a Corporate Unit or a Treasury Unit, by
its acceptance thereof, further covenants and agrees, that to the extent and in
the manner provided in Section 5.4 and the Pledge Agreement, but subject to the
terms thereof, Proceeds from the Remarketing of the Senior Notes or the Proceeds
from the Treasury Securities at maturity on the Purchase Contract Settlement
Date, as the case may be, shall be paid by the Collateral Agent to the Company
in satisfaction of such Holder's obligations under such Purchase Contract and
such Holder shall acquire no right, title or interest in such payments.

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

Section 5.2. Contract Adjustment Payments.

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name a Certificate (or one or more Predecessor Certificates) is registered at
the close of business on the Record Date next

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<PAGE>

                                                                              36

preceding such Payment Date in such coin or currency of the United States as at
the time of payment shall be legal tender for the payment of public and private
debts. The Contract Adjustment Payments will be payable at the office of the
Purchase Contract Agent in The City of New York maintained for that purpose or,
at the option of the Company, by check mailed to the address of the Person
entitled thereto at such Person's address as it appears on the Corporate Unit
Register or Treasury Unit Register. If any date on which Contract Adjustment
Payments are to be made is not a Business Day, then payment of the Contract
Adjustment Payments payable on such date will be made on the next day that is a
Business Day (and without any interest in respect of any such delay), except
that, if such Business Day is in the next calendar year, such payment will be
made on the preceding Business Day.

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

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

          Subject to Section 5.9, in the case of any Security with respect to
which (1) Cash Settlement of the underlying Purchase Contract is effected on the
fifth Business Day immediately preceding the Purchase Contract Settlement Date
or (2) Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date, in each case, on a date that is after any Record Date and
on or before the next succeeding Payment Date, Contract Adjustment Payments
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Early Settlement, as the case may be,
and such Contract Adjustment Payments shall be paid to the Person in whose name
the Certificate evidencing such Security (or one or more Predecessor
Certificates) is registered at the close of business on such Record Date. Except
as otherwise expressly provided in the immediately preceding sentence, in the
case of any Security with respect to which Cash Settlement or Early Settlement
of the underlying Purchase Contract is effected on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date or on an Early
Settlement Date, respectively, Contract Adjustment Payments that would otherwise
be payable after the fifth Business Day immediately preceding the Purchase
Contract Settlement Date or after the Early Settlement Date with respect to such
Purchase Contract shall not be payable.

          Promptly after the calculation of any adjustment to the Contract
Adjustment Payments arising from a Reset Transaction, the Company shall give the
Purchase Contract Agent notice thereof. All calculations and determinations of
the Adjusted Contract Adjustment Payment Rate shall be made by the Company or
its agent and the Purchase Contract Agent shall have no responsibility with
respect thereto. The Purchase Contract Agent shall not at any time be under any
duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment to the Contract Adjustment
Payments, or with respect to the nature or extent or calculation of any such
adjustment when made, or with respect to the method employed in making the same.

Section 5.3. [Intentionally omitted.]

Section 5.4. Payment of Purchase Price; Remarketing.

                                       36

<PAGE>

                                                                              37

          (a) Unless a Termination Event or a Tax Event Redemption has occurred
or a Holder has settled the related Purchase Contract through a Cash Settlement
under Section 5.9 or an Early Settlement under Section 5.9, the settlement of
the Purchase Contract relating to a Security will be made by Remarketing in
accordance with this Section 5.4.

          (b) The Company shall engage                          , or another
                                       -------------------------
nationally recognized investment bank, to act as Remarketing Agent (the
"Remarketing Agent") under the Remarketing Agreement to remarket (1) the Pledged
Senior Notes comprising part of Corporate Units, other than those Pledged Senior
Notes of Holders that have elected not to participate in the Remarketing by
creating Treasury Units under Section 5.4(f) below, and (2) the Separated Senior
Notes of holders of Separated Senior Notes that have elected to participate in
the Remarketing under paragraph 106 of the Supplemental Indenture and Section
5.7 of the Pledge Agreement (the Senior Notes described in clauses (1) and (2)
collectively being referred to as the "Remarketing Senior Notes") under the
Remarketing Procedures.

          On the seventh Business Day before the Initial Remarketing Date, the
Company shall give notice of Remarketing in an Authorized Newspaper, including
the specific U.S. Treasury security or securities (including the CUSIP number
and/or the principal terms of such Treasury security or securities) that must be
delivered by Holders of Corporate Units that elect not to participate in the
Remarketing under Section 5.4(f) below, no later than 5:00 p.m. (New York City
time) on the Election Date. Not later than 15 calendar days nor more than 30
calendar days before the Initial Remarketing Date, the Company shall request DTC
(or any successor Clearing Agency), to notify its Beneficial Owners or Clearing
Agency Participants holding Corporate Units or Separate Senior Notes of the
impending Remarketing.

          The Purchase Contract Agent shall notify, by 11:00 a.m. (New York City
time), on the Business Day immediately preceding the Initial Remarketing Date,
the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use
of a notice substantially in the form of Exhibit G hereto, of the aggregate
principal amount of Pledged Senior Notes of Corporate Units Holders to be
remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as
applicable, and the Collateral Agent, under the Pledge Agreement, having
separately notified the Remarketing Agent, the Trustee and the Company of the
aggregate principal amount of Separated Senior Notes to be included on the
Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00
a.m. (New York City time), on the Business Day immediately preceding the Initial
Remarketing Date, shall concurrently therewith, under the Pledge Agreement,
deliver for Remarketing to the Remarketing Agent all Remarketing Senior Notes.
Upon receipt of such notice from the Purchase Contract Agent and the Collateral
Agent and such Remarketing Senior Notes from the Collateral Agent, the
Remarketing Agent, under the Remarketing Agreement, will, use its commercially
reasonable efforts to remarket such Remarketing Senior Notes on such date under
the Remarketing Procedures and the Remarketing Agreement.

          If there has been a Successful Initial Remarketing or a Successful
Subsequent Remarketing, the Remarketing Agent will on the Remarketing Settlement
Date (i) deduct and retain for itself as the remarketing fee for itself an
amount not exceeding    basis points (0.  %) of the principal amount of each
                     --                 --
remarketed Remarketing Senior Note (the "Remarketing Fee"), (ii) use the
remaining proceeds attributable to the Pledged Senior Notes from such Successful
Remarketing to

                                       37

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                                                                              38

purchase the appropriate U.S. Treasury securities (the "Treasury Portfolio" and
the related interest in the Treasury Portfolio applicable to a Corporate Unit,
the "Treasury Portfolio Interest") with the CUSIP numbers, if any, selected by
Remarketing Agent, described in clauses (1)(i) and (2)(i) of the definition of
Remarketing Value related to the Senior Notes of Holders of Corporate Units that
were remarketed, (iii) if any Separated Senior Notes were remarketed, remit to
the Collateral Agent for payment to the holders of such Separated Senior Notes
the amounts specified in clauses 1(ii) and 2(ii) of the definition of
Remarketing Value and (iv) if there then remain any proceeds from such
Successful Remarketing, after the application of such proceeds as set forth in
clauses (i) through (iii) above of this sentence, then remit any such remaining
proceeds to the Purchase Contract Agent for the benefit of holders of the
remarketed Senior Notes and to the Collateral Agent for the benefit of the
holders of such Separated Senior Notes, on a pro rata basis, provided, however,
that if such Successful Remarketing is consummated after 4:30 p.m. (New York
City time) on the Remarketing Date and, despite using its commercially
reasonable efforts, the Remarketing Agent cannot cause the applications of the
proceeds specified above to occur on the Remarketing Settlement Date, then the
Remarketing Agent may make such applications and remittances on the next
succeeding Business Day. Holders of Remarketing Senior Notes that are so
remarketed will not otherwise be responsible for the payment of any remarketing
fee or expenses in connection with the Remarketing. On the Remarketing
Settlement Date or the next succeeding Business Day, as applicable, the
Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent.
The Collateral Agent, for the benefit of the Company, will thereupon apply such
Treasury Portfolio, in accordance with the Pledge Agreement, to secure such
Holders' obligations under the Purchase Contracts.

          In the event that all or any portion of the Pledged Treasury Portfolio
Interest matures before the Purchase Contract Settlement Date, the Collateral
Agent shall invest the proceeds therefrom in Permitted Investments in accordance
with the Pledge Agreement. The Collateral Agent shall cause the Securities
Intermediary to remit, on the Purchase Contract Settlement Date, a portion of
the proceeds of the maturing Pledged Treasury Portfolio Interest and of the
investment earnings from the related investment in Permitted Investments, in
each case, in an amount equal to the Treasury Portfolio Return to the Purchase
Contract Agent for the benefit of the Holders of the related Corporate Units
when received. Without receiving any instruction from any such Holder of
Corporate Units, the Collateral Agent shall apply, on the Purchase Contract
Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio
Interest and of the investment earnings from the related investment in Permitted
Investments in an aggregate amount equal to the aggregate Purchase Price
applicable to such Corporate Units to satisfy in full such Holder's obligations
to pay the Purchase Price to purchase the shares of Common Stock under the
related Purchase Contracts on the Purchase Contract Settlement Date. In the
event the sum of the proceeds from the related Pledged Treasury Portfolio
Interest and the investment earnings from the related investment in Permitted
Investments exceeds the sum of the related Treasury Portfolio Return and the
aggregate Purchase Price of the Purchase Contracts being settled thereby, the
Collateral Agent shall instruct the Securities Intermediary to distribute such
excess, when received, to the Purchase Contract Agent for distribution to the
Holders whose Purchase Contracts were settled with such proceeds, on a pro rata
basis.

          If, by 4:00 p.m. (New York City time), on the ninth Business Day
preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite
using its commercially reasonable efforts, has been and is unable to remarket
all of the Remarketing Senior Notes tendered for purchase at a price equal to at
least the Remarketing Value, the Remarketing Agent shall Transfer to the
Collateral

                                       38

<PAGE>

                                                                              39

Agent, by the sixth Business Day preceding the Purchase Contract Settlement
Date, the Pledged Senior Notes that that were to be remarketed in the Initial or
Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of
the Company, hold such Pledged Senior Notes, to secure the obligation of the
related Holders of Corporate Units to purchase Common Stock under the related
Purchase Contracts.

          (c) Under the Supplemental Indenture and the Remarketing Agreement,
holders of Separated Senior Notes may elect to have such Separated Senior Note
remarketed if such holder, on or before 5:00 p.m. (New York City time) on the
Election Date, delivers (i) to the Trustee and the Collateral Agent a notice of
that election, substantially in the form of Exhibit H specifying the aggregate
principal amount of Senior Notes to be remarketed, and (ii) such Separated
Senior Notes, by book-entry transfer or other appropriate procedures, to the
Collateral Agent for Remarketing, in each case, under the Indenture. Once the
holder of such Separated Senior Notes delivers such notice and Separated Senior
Notes as specified in the preceding sentence, such election may not be withdrawn
and may not be conditioned upon the level at which the Reset Rate is established
in the Remarketing; provided, however, that if such a holder delivers only such
a notice but not the Separated Senior Notes subject to the notice, then none of
such holder's Separated Senior Notes shall be included in the Remarketing.

          (d) Unless a Termination Event has occurred or a Holder has settled
the related Purchase Contract through a Cash Settlement or an Early Settlement
or a Successful Initial Remarketing, or a Successful Subsequent Remarketing or a
Tax Event Redemption has occurred, each Holder shall be deemed to have consented
to the Remarketing of such Holder's Pledged Senior Notes in the Final
Remarketing on the Final Remarketing Date. The Purchase Contract Agent, shall by
11:00 a.m. (New York City time), on the Business Day immediately preceding the
Final Remarketing Date, notify the Remarketing Agent, the Collateral Agent, the
Trustee and the Company, by use of a notice substantially in the form of Exhibit
G hereto, of such event and of the aggregate principal amount of Pledged Senior
Notes of Corporate Units Holders to be remarketed on the Final Remarketing Date,
whereupon the Collateral Agent, shall concurrently therewith, without any
instruction from such Holder of Corporate Units with respect to their Pledged
Senior Notes, transfer the Remarketing Senior Notes to the Remarketing Agent for
Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing
Agent, under the terms of the Remarketing Agreement, will use its commercially
reasonable efforts to remarket such Remarketing Senior Notes on the Final
Remarketing Date.

          If a Successful Final Remarketing shall have occurred, the Remarketing
Agent will on the Remarketing Settlement Date or Purchase Contract Settlement
Date, as applicable, (i) deduct and retain for itself the Remarketing Fee, under
the Remarketing Agreement, (ii) cause the remaining proceeds of the Remarketing
with respect to the Pledged Senior Notes in an amount equal to the aggregate
principal amount of such Senior Notes to be delivered to the Collateral Agent,
on the Remarketing Settlement Date, (iii) if any Separated Senior Notes were
remarketed, remit to the Collateral Agent for payment to the holders of such
Separated Senior Notes sold in the Remarketing the remaining proceeds from such
Successful Remarketing attributable to the Separated Senior Notes in an amount
equal to the principal amount of such Senior Notes and (iv) if there remain any
proceeds from such Successful Remarketing, after the application of such
proceeds as set forth in clauses (i) through (iii) of this sentence, then remit
such remaining proceeds to the Purchase Contract Agent for

                                       39

<PAGE>

                                                                              40

the benefit of the holders of the Pledged Senior Notes and to the Collateral
Agent for the benefit of holders of Separated Senior Notes, on a pro rata basis,
provided, however, that if such Successful Final Remarketing is consummated
after 4:30 p.m. (New York City time) on the Remarketing Date and, despite using
its commercially reasonable efforts, the Remarketing Agent cannot cause the
application of the proceeds specified above to occur on the Remarketing
Settlement Date, then the Remarketing Agent may make such applications and
remittances on the next succeeding Business Day. Holders of the Remarketing
Senior Notes that are so remarketed will not otherwise be responsible for the
payment of any remarketing fee or expenses in connection with the Remarketing.
The Purchase Contract Agent shall give written directions to the Collateral
Agent, and the Collateral Agent shall instruct the Securities Intermediary, to
apply a portion of the Proceeds with respect to the Pledged Senior Notes from
such Remarketing, on the Purchase Contract Settlement Date, equal to the
aggregate principal amount of such Pledged Senior Notes to satisfy in full the
obligations of such Holders of Corporate Units to pay the Purchase Price to
purchase the shares of Common Stock under the related Purchase Contracts.

          If, (1) by 4:00 p.m. (New York City time), on the Final Remarketing
Date, despite using its commercially reasonable efforts, the Remarketing Agent
cannot remarket the Senior Notes included in the Remarketing at a price equal to
at least the Remarketing Value, or (2) the Remarketing Agent has determined that
the Remarketing may not be consummated as contemplated herein and by the
Remarketing Procedures under applicable law, the Remarketing will be deemed to
have failed (a "Failed Remarketing"). If a Failed Remarketing occurs, the
Remarketing Agent will, under the Remarketing Agreement, promptly advise the
Trustee, the Purchase Contract Agent, the Collateral Agent and the Company that
a Failed Remarketing has occurred, whereupon the Company shall notify the
Clearing Agency that a Failed Remarketing has occurred. The Collateral Agent,
under the Pledge Agreement and for the benefit, and on behalf, of the Company,
may exercise its rights as a secured party with respect to such Pledged Senior
Notes, including those actions specified in paragraph (e) below; provided that,
if upon a Failed Remarketing, the Collateral Agent exercises such rights for the
benefit of the Company with respect to such Pledged Senior Notes, any
accumulated and unpaid interest on such Senior Notes will become payable by the
Company to the Purchase Contract Agent for payment to the Holders of the
Corporate Units to which such Pledged Senior Notes relate. Such payment will be
made by the Company on or before 11:00 a.m. (New York City time), on the
Purchase Contract Settlement Date in lawful money of the United States by
certified or cashiers' check or wire transfer in immediately available funds
payable to or upon the order of the Purchase Contract Agent. The Company will
cause a notice of any Failed Remarketing to be sent to the holders of all Senior
Notes and to be published in an Authorized Newspaper, in each case, no later
than on the Business Day immediately preceding the Purchase Contract Settlement
Date.

          (e) With respect to any Pledged Senior Notes which are the subject of
a Failed Remarketing, the Collateral Agent, for the benefit of the Company, and
upon written direction of the Company as provided in the Pledge Agreement,
reserves all of its rights as a secured party with respect thereto and, subject
to applicable law and paragraph (f) below, may (i) retain such Senior Notes in
full satisfaction of the Holders' obligations under the related Purchase
Contracts or (ii) sell such Senior Notes in one or more public or private sales.

          (f) A Holder of Corporate Units may elect not to participate in the
Remarketing by creating Treasury Units by notifying the Purchase Contract Agent
of such election and complying

                                       40

<PAGE>

                                                                              41

with the procedures for creating Treasury Units set forth in Section 3.13 until
5:00 p.m. (New York City time) on the Election Date. A Holder that does not so
create Treasury Units by delivering the Treasury Security or Treasury Securities
under this paragraph and Section 3.13 shall be deemed to have elected to
participate in any Remarketing.

          (g) In the event that all or any portion of the Pledged Treasury
Securities of Treasury Units matures before the Purchase Contract Settlement
Date, the Collateral Agent shall invest the proceeds therefrom in Permitted
Investments in accordance with the Pledge Agreement. Without receiving any
instruction from any such Holder of Treasury Units, the Collateral Agent shall
apply, on the Purchase Contract Settlement Date, the proceeds of the maturing
Pledged Treasury Securities and of the investment earnings from the related
investment in Permitted Investments, in each case, in an amount equal to the
aggregate Purchase Price applicable to such Treasury Units to satisfy in full
such Holder's obligations to pay the Purchase Price to purchase the shares of
Common Stock under the related Purchase Contracts on the Purchase Contract
Settlement Date.

          In the event the sum of the proceeds from the related Pledged Treasury
Securities and the investment earnings from the related investment in Permitted
Investments exceeds the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall instruct the Securities Intermediary
to distribute such excess, when received, to the Purchase Contract Agent for
distribution to the Holders whose Purchase Contracts were settled with such
proceeds, on a pro rata basis.

          (h) In the event that following a Tax Event Redemption, all or any
portion of the Pledged Treasury Portfolio Interest matures before the Purchase
Contract Settlement Date, the Collateral Agent shall invest the proceeds
therefrom in Permitted Investments in accordance with the Pledge Agreement. The
Collateral Agent shall cause the Securities Intermediary to remit, on the
Purchase Contract Settlement Date, a portion of the proceeds of the maturing
Pledged Treasury Portfolio Interest and of the investment earnings from the
related investment in Permitted Investments, in each case, in an amount equal to
the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of
the Holders of the related Corporate Units when received. Without receiving any
instruction from any such Holder of Corporate Units, the Collateral Agent shall
apply, on the Purchase Contract Settlement Date, the proceeds of the maturing
Pledged Treasury Portfolio Interest and of the investment earnings from the
related investment in Permitted Investments in an aggregate amount equal to the
aggregate Purchase Price applicable to such Corporate Units to satisfy in full
such Holder's obligations to pay the Purchase Price to purchase the shares of
Common Stock under the related Purchase Contracts on the Purchase Contract
Settlement Date. In the event the sum of the proceeds from the related Pledged
Treasury Portfolio Interest and the investment earnings from the related
investment in Permitted Investments exceeds the sum of the related Treasury
Portfolio Return and the aggregate Purchase Price of the Purchase Contracts
being settled thereby, the Collateral Agent shall instruct the Securities
Intermediary to distribute such excess, when received, to the Purchase Contract
Agent for distribution to the Holders whose Purchase Contracts were settled with
such proceeds, on a pro rata basis.

          (i) Any distributions to Holders of excess funds and interest
described in paragraphs (b), (d), (g) and (h) above shall be payable at the
office of the Purchase Contract Agent in The City of New York maintained for
that purpose or, at the option of the Holder, or the holder of Separated

                                       41

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                                                                              42

Senior Notes, as applicable, by check mailed to the address of the Person
entitled thereto at such address as it appears on the Register or by wire
transfer to an account specified to the Purchase Contract Agent by the Holder,
or the holder of Separated Senior Notes, as applicable at least five Business
Days before such payment.

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

          (k) 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 Units 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, which payment, in the case of Corporate Units upon the
occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior
Notes or foreclosure on and retention of such Pledged Senior Notes.

Section 5.5. Issuance of Shares of Common Stock.

          Unless a Termination Event or an Early Settlement shall have occurred,
subject to Section 5.6(b), the Company shall issue and deposit with the Purchase
Contract Agent, for the benefit of the Holders of the Outstanding Securities,
one or more certificates representing the newly issued shares of Common Stock
registered in the name of the Purchase Contract Agent (or its nominee) as
custodian for the Holders (such certificates for shares of Common Stock,
together with any dividends or distributions for which a record date and payment
date for such dividend or distribution has occurred after the Purchase Contract
Settlement Date, being hereinafter referred to as the "Purchase Contract
Settlement Fund") to which the Holders are entitled hereunder.

          Subject to the foregoing, upon surrender of a Certificate to the
Purchase Contract Agent on or after the Purchase Contract Settlement Date,
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 under the provisions of this Article Five (after
taking into account all Securities then held by such Holder), together with cash
in lieu of fractional shares as provided in Section 5.10 and any dividends or
distributions with respect to such shares constituting part of the Purchase
Contract Settlement Fund, but without any interest thereon (or, if such
Certificate is not surrendered to the Purchase Contract Agent or if no such
instructions are given to the Purchase Contract Agent by the Holder, the
Purchase Contract Agent shall hold such Certificate representing shares of
Common Stock, cash in lieu of fractional shares and dividends or distributions,
as applicable, in the name of the Purchase Contract Agent or its nominee in
trust for the benefit of such Holder until the expiration of the time period
specified in the abandoned property laws of the relevant state), and the
Certificate so surrendered shall forthwith be cancelled. Such shares shall be
registered in the name of the Holder or the Holder's designee as specified in
the settlement instructions provided by the Holder to the Purchase Contract
Agent. If any shares of Common Stock issued in respect of a Purchase Contract
are to be registered to a Person other than the Person in whose name the
Certificate

                                       42

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                                                                              43

evidencing such Purchase Contract is registered, no such registration shall be
made unless the Person requesting such registration has paid any transfer and
other taxes required by reason of such registration in a name other than that of
the registered Holder of the Certificate evidencing such Purchase Contract or
has established to the satisfaction of the Company that such tax either has been
paid or is not payable.

Section 5.6. Adjustment of Settlement Rate.

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

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

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

               (ii) 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 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 will not pay any dividend or make any distribution on shares of
     Common Stock held in the treasury of the Company.

          (2) In case the Company shall issue rights, options or warrants to all
     holders of Common Stock (not being available on an equivalent basis to
     Holders of the Securities upon settlement of the Purchase Contracts
     underlying such Securities) entitling them, for a period expiring within 45
     days after the record date for the determination of shareholders entitled
     to receive such rights, 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 Common Stock on the date fixed for the determination of
     shareholders entitled to receive such rights, options or warrants (other
     than under 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 of which:

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

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                                                                              44

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

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

          (4) In case the Company shall, by dividend or otherwise, distribute to
     all holders of Common Stock evidences of its indebtedness or assets
     (including securities, but excluding any rights, options or warrants
     referred to in paragraph (2) of this Section 5.6(a), any dividend or
     distribution paid exclusively in cash and any dividend or distribution
     referred to in paragraph (1) of this Section 5.6(a)), the Settlement Rate
     shall be adjusted so that the same shall equal the rate determined by
     dividing the Settlement Rate in effect immediately before the close of
     business on the date fixed for the determination of shareholders entitled
     to receive such distribution by a fraction of which:

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

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

     such adjustment to become effective immediately before the opening of
     business on the day following the date fixed for the determination of
     shareholders entitled to receive such distribution. In any case in which
     this paragraph (4) is applicable, paragraph (2) of this Section 5.6(a)
     shall not be applicable.

                                       44

<PAGE>

                                                                              45

          (5) In case the Company shall, by dividend or otherwise, distribute to
     all holders of Common Stock (I) 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 5.6(a))
     in an aggregate amount that, combined together with the aggregate amount of
     any other distributions to all holders of Common Stock made exclusively in
     cash (other than in connection with a Reorganization Event) within the 12
     months preceding the date of payment of such distribution and in respect of
     which no adjustment under this paragraph (5) or paragraph (6) of this
     Section 5.6(a) has been made and (II) 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 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 under this paragraph (5) or paragraph (4) or paragraph (6) of
     this Section 5.6(a) has been made, exceeds 15% of the product of the
     Current Market Price per share of 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 before the close of business on the date fixed
     for determination of the shareholders entitled to receive such distribution
     by a fraction of which:

               (i) the numerator 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)
          and (II) above divided by (y) the number of shares of Common Stock
          outstanding on such date for determination; and

               (ii) the denominator shall be equal to the Current Market Price
          per share of Common Stock on such date for determination.

          (6) In case a tender or exchange offer made by the Company or any
     subsidiary of the Company for all or any portion of Common Stock shall
     expire and such tender or exchange offer (as amended upon the expiration
     thereof) shall require the payment to shareholders (based on the acceptance
     (up to any maximum specified in the terms of the tender or exchange offer)
     of Purchased Shares) of (I) an aggregate consideration having a fair market
     value (as determined by the Board of Directors, whose determination shall
     be conclusive and described in a Board Resolution) that combined together
     with 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 under

                                       45

<PAGE>

                                                                              46

     paragraph (5) of this Section 5.6(a) or this paragraph (6) has been made,
     and (II) the aggregate amount of any distributions to all holders of Common
     Stock made exclusively in cash within the 12 months preceding the
     expiration of such tender or exchange offer and in respect of which no
     adjustment under paragraph (5) of this Section 5.6(a) or this paragraph (6)
     has been made, exceeds 15% of the product of the Current Market Price per
     share of Common Stock as of the last time (the "Expiration Time") tenders
     could have been made under 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 before 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
     before the close of business on the date of the Expiration Time by a
     fraction of which:

               (i) the numerator shall be equal to (A) the product of (1) the
          Current Market Price per share of Common Stock on the date of the
          Expiration Time and (2) the number of shares of Common Stock
          outstanding (including any tendered shares) on the Expiration Time
          less (B) the amount of cash plus the fair market value (determined as
          aforesaid) of the aggregate consideration payable to shareholders
          based on the transactions described in clauses (I) and (II) above
          (assuming in the case of clause (I) the acceptance, up to any maximum
          specified in the terms of the tender or exchange offer, of Purchased
          Shares), and

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

          (7) The reclassification of Common Stock into securities including
     securities other than Common Stock (other than any reclassification upon a
     Reorganization Event to which Section 5.6(b) applies) shall be deemed to
     involve:

               (a) a distribution of such securities other than Common Stock to
          all holders of Common Stock (and the effective date of such
          reclassification shall be deemed to be "the date fixed for the
          determination of shareholders entitled to receive such distribution"
          and the "date fixed for such determination" within the meaning of
          paragraph (4) of this Section 5.6(a)); and

               (b) a subdivision, split or combination, as the case may be, of
          the number of shares of Common Stock outstanding immediately before
          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 5.6(a)).

          (8) The "Current Market Price" per share of Common Stock on any day
     means the average of the daily Closing Prices for the five consecutive
     Trading Days selected by the

                                       46

<PAGE>

                                                                              47

     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) 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 thereof;
     provided, however, that any adjustments which by reason of this
     subparagraph are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment. If an adjustment is made to the
     Settlement Rate under 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 (1), (2) or (3) of the
     definition of Settlement Rate in Section 5.1 will apply on the Purchase
     Contract Settlement Date. Such adjustment shall be made by multiplying the
     Applicable Market Value by a fraction of which the numerator shall be the
     Settlement Rate immediately after such adjustment under paragraph (1), (2),
     (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator
     shall be the Settlement Rate immediately before such adjustment; provided,
     however, that if such adjustment to the Settlement Rate is required to be
     made under the occurrence of any of the events contemplated by paragraph
     (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the
     period taken into consideration for determining the Applicable Market
     Value, appropriate and customary adjustments shall be made to the
     Settlement Rate.

          (10) The Company may make such increases in the Settlement Rate, in
     addition to those required by this Section 5.6(a), 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, options or warrants to purchase or subscribe for
     stock or from any event treated as such for income tax purposes or for any
     other reason.

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

          In the event of:

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

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

                                       47

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                                                                              48

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

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

the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof, 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 before the Purchase Contract Settlement Date)
by a Holder of the number of shares of Common Stock issuable on account of each
Purchase Contract if the Purchase Contract Settlement Date had occurred
immediately before 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 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 before 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, dissolution or winding up of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that the Holders of each Outstanding Security
shall have the rights provided by this Section 5.6(b). Such supplemental
agreement shall provide for adjustments which, for events subsequent to the
effective date of such supplemental agreement, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

          (c) All calculations and determinations under this Section 5.6 shall
be made by the Company or its agent and the Purchase Contract Agent shall have
no responsibility with respect thereto.

Section 5.7. Notice of Adjustments and Certain Other Events.

          (a) Whenever the Settlement Rate and the Applicable Market Value are
adjusted as herein provided, the Company shall:

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                                                                              49

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

          (2) within 10 Business Days following the occurrence of an event that
     requires an adjustment to the Settlement Rate and the Applicable Market
     Value under 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 Securities of the occurrence of such event and a
     statement in reasonable detail setting forth the method by which the
     adjustment to the Settlement Rate and the Applicable Market Value was
     determined and setting forth the adjusted Settlement Rate and Applicable
     Market Value.

          (b) The Purchase Contract Agent shall not at any time be under any
duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Settlement Rate or the
Applicable Market Value, or with respect to the nature or extent or calculation
of any such adjustment when made, or with respect to the method employed in
making the same. The Purchase Contract Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at the time be issued or
delivered with respect to any Purchase Contract; and the Purchase Contract Agent
makes no representation with respect thereto. The Purchase Contract Agent shall
not be responsible for any failure of the Company to issue, transfer or deliver
any shares of Common Stock under 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, without limitation, the rights of the
Holders to receive, and the obligations of the Company to pay, Contract
Adjustment Payments and the rights and obligations of Holders to purchase shares
of Common Stock, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or before the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon and after the occurrence of a
Termination Event, the Securities shall thereafter represent the right to
receive the Senior Notes or Treasury Portfolio Interests forming a part of such
Securities in the case of Corporate Units, or Treasury Securities in the case of
Treasury Units, in accordance with the provisions of Section 5.4 of the Pledge
Agreement. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at
their addresses as they appear in the Register.

Section 5.9. Early Settlement; Cash Settlement.

          (A) Early Settlement

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                                                                              50

          (a) Subject to and upon compliance with the provisions of this Section
5.9, at the option of the Holder thereof, Purchase Contracts underlying
Securities may be settled early ("Early Settlement") on or before 5:00 p.m. (New
York City time) on the Election Date, as provided herein. In order to exercise
the right to effect Early Settlement with respect to any Purchase Contracts, the
Holder of the Certificate evidencing Securities shall deliver such Certificate
to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for
transfer to the Company or in blank with the form of Election to Settle Early on
the reverse thereof duly completed and accompanied by payment (payable to the
Company in immediately available funds) in an amount (the "Early Settlement
Amount") equal to:

          (1) the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Early Settlement, plus

          (2) if such delivery is made with respect to any Purchase Contracts
     during the period from the close of business on any Record Date next
     preceding any Payment Date to the opening of business on such Payment Date,
     an amount equal to the Contract Adjustment Payments payable on such Payment
     Date with respect to such Purchase Contracts.

Except as provided in the immediately preceding sentence and subject to the last
paragraph of Section 5.2, no payment shall be made upon Early Settlement of any
Purchase Contract on account of any Contract Adjustment Payments accrued on such
Purchase Contract or on account of any dividends on the Common Stock issued upon
such Early Settlement. If the foregoing requirements are first satisfied with
respect to Purchase Contracts underlying any Securities at or before 5:00 p.m.
(New York City time) on a Business Day, such day shall be the "Early Settlement
Date" with respect to such Securities and if such requirements are first
satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day
that is not a Business Day, the "Early Settlement Date" with respect to such
Securities shall be the next succeeding Business Day.

          Upon the receipt of such Certificate and Early Settlement Amount from
the Holder, the Purchase Contract Agent shall pay to the Company such Early
Settlement Amount, the receipt of which payment the Company shall confirm in
writing. The Purchase Contract Agent shall then, in accordance with Section 5.6
of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has
elected to effect an Early Settlement, which notice shall set forth the number
of such Purchase Contracts as to which such Holder has elected to effect Early
Settlement, (B) the Purchase Contract Agent has received from such Holder, and
paid to the Company as confirmed in writing by the Company, the related Early
Settlement Amount and (C) all conditions to such Early Settlement have been
satisfied.

          (b) Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Company shall issue, and the Holder shall be entitled to
receive, 0.      shares of Common Stock on account of each Purchase Contract as
           -----
to which Early Settlement is effected (the "Early Settlement Rate"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted. Computations and notices with respect to any such
adjustments shall be made and given, respectively, as provided in Section 5.7
relating to Settlement Rate adjustments.

                                       50

<PAGE>

                                                                              51

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

          (1) the shares of Common Stock issuable upon Early Settlement of
     Purchase Contracts to be issued and delivered, together with payment in
     lieu of any fraction of a share, as provided in Section 5.10; and

          (2) the related Senior Notes, in the case of Corporate Units, or the
     related Treasury Securities, in the case of Treasury Units, to be released
     from the Pledge by the Collateral Agent and transferred, in each case, to
     the Purchase Contract Agent for delivery to the Holder thereof or its
     designee.

          (d) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Senior Notes or
Treasury Securities, as the case may be, from the Securities Intermediary, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder thereof on the applicable form of Election
to Settle Early on the reverse of the Certificate evidencing the related
Securities:

          (1) transfer to the Holder the Senior Notes or Treasury Securities, as
     the case may be, forming a part of such Securities, and

          (2) deliver to the Holder a certificate or certificates for the full
     number of shares of Common Stock issuable upon such Early Settlement,
     together with payment in lieu of any fraction of a share, as provided in
     Section 5.10.

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

          (f) Notwithstanding anything to the contrary contained herein, Holders
may effect Early Settlement of Treasury Units only in integral multiples of 20
Treasury Units. In addition, if a Tax Redemption Event has occurred and the
Redemption Treasury Portfolio has become part of the Corporate Units, Purchase
Contracts underlying the Corporate Units may be settled early but only in an
aggregate amount of 20 Corporate Units or another integral multiple such that
the Treasury Securities to be released are in integral multiples of $1,000.

          (B) Cash Settlement

     (a) (i) Unless a Holder has effected an Early Settlement under Section 5.9,
     a Termination Event shall have occurred under Section 5.8, a Tax Event
     Redemption has occurred, or a Successful Remarketing shall have occurred at
     any time on or before the ninth Business Day preceding the Purchase
     Contract Settlement Date, Holders of Corporate Units may settle their
     Purchase Contracts in cash by delivering to the Purchase Contract Agent a
     notice in substantially the form of Exhibit F hereto regarding its
     intention to pay in cash ("Cash Settlement") the Purchase Price for the
     shares of Common Stock to be purchased under the related Purchase Contract;
     provided that such notice must be given by 11:00 a.m. (New York

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     City time) on the sixth Business Day immediately preceding the Purchase
     Contract Settlement Date.

          (ii) A Holder of a Corporate Unit who has so notified the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (a) (i) above shall pay the Purchase Price to the Securities
     Intermediary for deposit in the Collateral Account before 11:00 a.m. (New
     York City time) on the fifth Business Day immediately preceding the
     Purchase Contract Settlement Date in lawful money of the United States by
     certified or cashiers' check or wire transfer, in each case in immediately
     available funds payable to or upon the order of the Securities Intermediary
     and the Securities Intermediary shall instruct the Collateral Agent to
     release to the Purchase Contract Agent the Pledged Senior Notes, for
     delivery to the Holders of the related Corporate Units who have complied
     with this Section. Any cash received by the Collateral Agent shall be
     invested promptly by the Securities Intermediary in Permitted Investments
     and paid to the Company on the Purchase Contract Settlement Date in
     settlement of the Purchase Contract in accordance with the terms of this
     Agreement and the Pledge Agreement. Any funds received by the Securities
     Intermediary in respect of the investment earnings from the investment in
     such Permitted Investments shall be distributed to the Purchase Contract
     Agent when received for payment, on a pro rata basis based on the number of
     Corporate Units formerly held by such Holder, to the Holders of the related
     Corporate Units on the Purchase Contract Settlement Date.

          (iii) If a Holder of a Corporate Unit fails to notify the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (a)(i) above, or notifies the Purchase Contract Agent as
     provided in paragraph (a)(i) above of its intention to pay the Purchase
     Price in cash but fails to make such payment as required by paragraph
     (a)(ii) above, such Holder shall be deemed to have consented (A) to the
     disposition of the Pledged Senior Notes on the third Business Day before
     the Purchase Contract Settlement Date under the Final Remarketing as
     described in Section 5.4 or, (B) if a Failed Remarketing occurs, to the
     Collateral Agent, for the benefit of the Company, and upon written
     direction of the Company as provided in the Pledge Agreement, exercising
     all of its rights as a secured party with respect to any Pledged Senior
     Notes under the Pledge Agreement and, subject to applicable law and Section
     5.4(j), by either (i) retaining such Senior Notes in full satisfaction of
     such Holder's obligations under the related Purchase Contracts or (ii)
     selling such Senior Notes in one or more public or private sales.

          (iv) By 11:00 a.m. (New York City time), on the fourth Business Day
     immediately preceding the Purchase Contract Settlement Date, the Purchase
     Contract Agent, based on notices received by the Purchase Contract Agent
     under paragraph (a)(i) above and notice from the Securities Intermediary
     regarding cash received by it before such time, shall notify the
     Remarketing Agent, the Collateral Agent, the Trustee and the Company, by
     use of a notice substantially in the form of Exhibit G hereto, of the
     aggregate principal amount of Pledged Senior Notes to be remarketed on the
     Final Remarketing Date in accordance with the procedures set forth in
     Section 5.4(c).

     (b) (i) Unless a Holder of a Treasury Unit has effected an Early Settlement
     of the related Purchase Contract in the manner described in Section 5.9 or
     a Termination Event shall have occurred under Section 5.8, Holders of
     Treasury Units may settle their Purchase Contracts in

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                                                                              53

     cash by delivering to the Purchase Contract Agent a notice substantially
     the form of Exhibit F hereto regarding its intention to pay in cash the
     Purchase Price for the shares of Common Stock to be purchased under the
     related Purchase Contract. To settle its Purchase Contracts in cash under
     this Section, such notice must be given before 5:00 p.m. (New York City
     time), on the second Business Day immediately preceding the Purchase
     Contract Settlement Date. Before 11:00 a.m. (New York City time), on the
     next succeeding Business Day, the Purchase Contract Agent shall notify the
     Collateral Agent of the receipt of such notices from such Holders intending
     to make a Cash Settlement.

          (ii) A Holder of a Treasury Unit who has so notified the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (b)(i) above shall pay the Purchase Price to the Securities
     Intermediary for deposit in the Collateral Account before 11:00 a.m. (New
     York City time), on the Business Day immediately preceding the Purchase
     Contract Settlement Date in lawful money of the United States by certified
     or cashiers' check or wire transfer, in each case, in immediately available
     funds payable to or upon the order of the Securities Intermediary and the
     Securities Intermediary shall instruct the Collateral Agent to release to
     the Purchase Contract Agent the Pledged Treasury Securities for delivery to
     the Holders of the related Treasury Units who have complied with this
     Section. Any cash received by the Collateral Agent shall be invested
     promptly by the Securities Intermediary in Permitted Investments and paid
     to the Company on the Purchase Contract Settlement Date in settlement of
     the Purchase Contract in accordance with the terms of this Agreement and
     the Pledge Agreement. Any funds received by the Securities Intermediary in
     respect of the investment earnings from the investment in such Permitted
     Investments shall be distributed to the Purchase Contract Agent when
     received for payment to the Holder of the related Treasury Units on the
     Purchase Contract Settlement Date.

          (iii) If a Holder of a Treasury Unit fails to notify the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (b)(i) above, or does notify the Purchase Contract Agent as
     provided in paragraph (b)(i) above of its intention to pay the Purchase
     Price in cash but fails to make such payment as required by paragraph
     (b)(ii) above, then upon the maturity of the Pledged Treasury Securities
     held by the Securities Intermediary, the principal amount of the Treasury
     Securities received by the Securities Intermediary shall be invested
     promptly in Permitted Investments. On the Purchase Contract Settlement
     Date, an amount equal to the Purchase Price shall be remitted to the
     Company as payment thereof without receiving any instructions from the
     Holder of the related Treasury Units. In the event the sum of the Proceeds
     from the related Pledged Treasury Securities and the investment earnings
     earned from such investments is in excess of the aggregate Purchase Price
     of the Purchase Contracts being settled thereby, the Collateral Agent shall
     cause the Securities Intermediary to distribute such excess to the Purchase
     Contract Agent for the benefit of the Holder of the related Treasury Units
     when received.

     (c) (i) Upon Cash Settlement of any Purchase Contract the Collateral Agent
     will in accordance with the terms of the Pledge Agreement cause the Pledged
     Senior Notes or the Pledged Treasury Securities, as the case may be,
     relating to the relevant Securities to be released from the Pledge, free
     and clear of any security interest of the Company, and transferred to the
     Purchase Contract Agent for delivery to the Holder thereof or its designee
     as soon as practicable; and

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          (ii) subject to the receipt thereof, the Purchase Contract Agent
     shall, by book-entry transfer or other appropriate procedures, in
     accordance with written instructions provided by the Holder thereof,
     transfer such Senior Notes or such Treasury Securities, as the case may be
     (or, if no such instructions are given to the Purchase Contract Agent by
     the Holder, the Purchase Contract Agent shall hold such Senior Notes or
     such Treasury Securities, as the case may be, and any interest payment
     thereon, in the name of the Purchase Contract Agent or its nominee in trust
     for the benefit of such Holder until the expiration of the time period
     specified in the abandoned property laws of the relevant state) and, in
     connection with such Senior Notes, the Purchase Contract Agent shall have
     no responsibility to vote or take any other consensual action with respect
     thereto.

Section 5.10. No Fractional Shares.

          No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Purchase Contracts on the
Purchase Contract Settlement Date or upon Early Settlement, the Company, through
the Purchase Contract Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Purchase
Contract Agent from time to time with sufficient funds to permit the Purchase
Contract Agent to make all cash payments required by this Section 5.10 in a
timely manner. Promptly after the calculation of the Applicable Market Value,
the Company shall give the Purchase Contract Agent notice thereof. All
calculations and determinations of the Applicable Market Value shall be made by
the Company or its agent and the Purchase Contract Agent shall have no
responsibility with respect thereto.

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 under the
Purchase Contracts; provided, however, that the Company shall not be required to
pay any such tax or taxes which may be payable in respect of any exchange of or
substitution for a Certificate evidencing a Security or any issuance of a share
of Common Stock in a name other than that of the registered Holder of a
Certificate surrendered in respect of the Securities evidenced thereby, other
than in the name of the Purchase Contract Agent, as custodian for such Holder,
and the Company shall not be required to issue or deliver such share
certificates or Certificates unless 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.

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                                   ARTICLE VI

                                    Remedies

Section 6.1. Unconditional Right of Holders to Receive Contract Adjustment
Payments and to Purchase Shares of Common Stock

          Each Holder of Corporate Units or Treasury Units shall have the right,
which is absolute and unconditional, (1) (subject to the payment by such Holder
of Contract Adjustment Payments under Section 5.9(A)(a)), to receive each
Contract Adjustment Payment with respect to the Purchase Contract constituting a
part of such Security on the respective Payment Date for such Security and (2)
to purchase shares of Common Stock under such Purchase Contract and, in each
such case, to institute suit for the enforcement of any such Contract Adjustment
Payment and right to purchase shares of 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 Corporate
Units or Treasury Units, by its acceptance of such Corporate Units or Treasury
Units, shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Agreement, or in any suit against the Purchase Contract Agent for any action
taken,

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                                                                              56

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

Section 6.6. Waiver of Stay or Extension Laws.

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

                                  ARTICLE VII

                           The Purchase Contract Agent

Section 7.1. Certain Duties and Responsibilities.

          (a) The Purchase Contract Agent:

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

          (2) in the absence of bad faith or negligence on its part, may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Purchase Contract Agent and conforming to the requirements of this
     Agreement or the Pledge Agreement, as applicable, but in the case of any
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Purchase Contract Agent, the Purchase
     Contract Agent shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Agreement or the
     Pledge Agreement, as applicable, but shall have no duty to confirm or
     investigate the accuracy of mathematical calculations or other facts stated
     therein.

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                                                                              57

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

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

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

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

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

          (d) The Purchase Contract Agent is authorized to execute and deliver
the Pledge Agreement in its capacity as Purchase Contract 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 Purchase Contract Agent has
actual knowledge, the Purchase Contract Agent shall transmit by mail to the
Company and the Holders of Securities, as their names and addresses appear in
the Register, notice of such default hereunder, unless such default shall have
been cured or waived.

Section 7.3. Certain Rights of Purchase Contract Agent.

          Subject to the provisions of Section 7.1:

          (1) the Purchase Contract Agent may rely and shall be 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 believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

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

          (3) whenever in the administration of this Agreement or the Pledge
     Agreement the Purchase Contract Agent shall deem it desirable that a matter
     be proved or established before

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                                                                              58

     taking, suffering or omitting any action hereunder, the Purchase Contract
     Agent (unless other evidence be herein specifically prescribed) may, in the
     absence of bad faith on its part, rely upon an Officers' Certificate of the
     Company;

          (4) the Purchase Contract 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;

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

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

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

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

Section 7.5. May Hold Securities.

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

Section 7.6. Money Held in Custody.

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

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Section 7.7. Compensation and Reimbursement.

          The Company agrees:

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

          (2) except as otherwise expressly provided for herein, to reimburse
     the Purchase Contract Agent upon its request for all reasonable expenses,
     disbursements and advances incurred or made by the Purchase Contract Agent
     in accordance with any provision of this Agreement and the Pledge Agreement
     (including the reasonable compensation and the expenses and disbursements
     of its agents and counsel), except any such expense, disbursement or
     advance as may be attributable to its negligence or bad faith; and

          (3) to indemnify the Purchase Contract Agent and any predecessor
     Purchase Contract Agent for, and to hold it harmless against, any loss,
     liability or expense incurred without negligence 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 obligations of the Company under this Section 7.7 shall survive
the termination of this Agreement.

Section 7.8. Corporate Purchase Contract Agent Required; Eligibility.

          There shall at all times be a Purchase Contract 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 in the Borough of Manhattan, The City of
New York, eligible under this Article and willing to act on reasonable terms. If
such corporation publishes reports of condition at least annually, under 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 Purchase Contract
Agent shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 7.9. Resignation and Removal; Appointment of Successor.

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

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                                                                              60

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

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

          (d) If at any time:

          (1) the Purchase Contract Agent 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

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

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

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

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

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Register. Each notice shall include the name of the successor Purchase Contract
Agent and the address of its Corporate Trust Office.

Section 7.10. Acceptance of Appointment by Successor.

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

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

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

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

          Any corporation into which the Purchase Contract 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 Purchase Contract
Agent shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, provided such corporation
shall be otherwise eligible under this Article, without the execution or filing
of any paper or any further act on the part of any of the parties hereto. In
case any Certificates shall have been authenticated and executed on behalf of
the Holders, but not delivered, by the Purchase Contract Agent then in office,
any successor by merger, conversion or consolidation to such Purchase Contract
Agent may adopt such authentication and execution and deliver the Certificates
so authenticated and executed with the same effect as if such successor Purchase
Contract Agent had itself authenticated and executed such Securities.

Section 7.12. Preservation of Information; Communications to Holders.

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

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

Section 7.13. No Obligations of Purchase Contract Agent.

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

Section 7.14. Tax Compliance.

          (a) The Company will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Securities or
(ii) the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Securities. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.

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

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

                                       62

<PAGE>

                                                                              63

                                  ARTICLE VIII

                             Supplemental Agreements

Section 8.1. Supplemental Agreements Without Consent of Holders.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Purchase Contract 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 Purchase Contract Agent, to:

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

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

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

          (4) make provision with respect to the rights of Holders under the
     requirements of Section 5.6(b); or

          (5) except as provided for in Section 5.6, cure any ambiguity, correct
     or supplement any provisions herein which may be inconsistent with any
     other provisions herein, or make any other provisions with respect to such
     matters or questions arising under this Agreement, provided such action
     shall not adversely affect the interests of the Holders.

Section 8.2. Supplemental Agreements With Consent of Holders.

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

          (1) change any Payment Date;

          (2) change the amount or the type of Collateral required to be Pledged
     to secure a Holder's obligations under the Purchase Contract, impair the
     right of the Holder of any Purchase Contract to receive interest on the
     related Collateral or otherwise adversely affect the Holder's rights in or
     to such Collateral;

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

                                       63

<PAGE>

                                                                              64

          (4) impair the right to institute suit for the enforcement of any
     Purchase Contract;

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

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

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

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

Section 8.3. 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 Purchase Contract Agent shall be
entitled to receive, 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
Purchase Contract Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Purchase Contract Agent's own rights,
duties or immunities under this Agreement or otherwise.

Section 8.4. 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 under this Article
may, and shall if required by the Purchase Contract Agent, bear a notation in
form approved by the Purchase Contract Agent as to any matter provided for in
such supplemental agreement. If the Company shall so determine, new Certificates
so modified as to conform, in the opinion of the Purchase Contract Agent and the
Company, to any such supplemental agreement may be prepared and executed by the
Company and

                                       64

<PAGE>

                                                                              65

authenticated, executed on behalf of the Holders and delivered by the Purchase
Contract Agent in exchange for Outstanding Certificates.

                                   ARTICLE IX

            Merger, Consolidation, Share Exchange, Sale or Conveyance

Section 9.1. Covenant Not to Merge, Consolidate, Enter into a Share Exchange,
             Sell or Convey Property Except Under Certain Conditions.

          The Company covenants that it will not merge, consolidate or enter
into a share exchange with any other Person or sell, assign, transfer, lease or
convey all or substantially all of its properties and assets to any Person or
group of affiliated Persons in one transaction or a series of related
transactions, unless:

          (1) either the Company shall be the continuing corporation, or the
     successor (if other than the Company) shall be a corporation organized and
     existing under the laws of the United States of America or a state thereof
     or the District of Columbia and such corporation shall expressly assume all
     the obligations of the Company under the Purchase Contracts, this Agreement
     and the Pledge Agreement by one or more supplemental agreements in form
     reasonably satisfactory to the Purchase Contract Agent and the Collateral
     Agent, executed and delivered to the Purchase Contract Agent and the
     Collateral Agent by such corporation; and

          (2) the Company or such successor corporation, as the case may be,
     shall not, immediately after such merger, consolidation or share exchange,
     or such sale, assignment, transfer, lease or conveyance, be in default in
     the performance of any covenant or condition hereunder, under any of the
     Securities or under the Pledge Agreement.

Section 9.2. Rights and Duties of Successor Corporation.

          In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.1, 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
Dominion Resources, Inc., any or all of the Certificates evidencing Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Purchase Contract Agent; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Purchase Contract
Agent shall authenticate and execute on behalf of the Holders and deliver any
Certificates which previously shall have been signed and delivered by the
officers of the Company to the Purchase Contract Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

                                       65

<PAGE>

                                                                              66

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

Section 9.3. Officers' Certificate and Opinion of Counsel Given to Purchase
             Contract Agent.

          The Purchase Contract Agent, subject to Sections 7.1 and 7.3, shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale, assignment,
transfer, lease or conveyance, and any such assumption, complies with the
provisions of this Article and that all conditions precedent to the consummation
of any such merger, consolidation, share exchange, sale, assignment, transfer,
lease or conveyance have been met.

                                    ARTICLE X

                                    Covenants

Section 10.1. Performance Under Purchase Contracts.

          The Company covenants and agrees for the benefit of the Holders from
time to time of the Securities that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

Section 10.2. Maintenance of Office or Agency.

          The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Certificates may be:

          (1) presented or surrendered for acquisition of shares of Common Stock
     upon settlement of the Purchase Contracts on the Purchase Contract
     Settlement Date or Early Settlement and for transfer of Collateral upon
     occurrence of a Termination Event;

          (2) surrendered for registration of transfer or exchange, for a
     Collateral Substitution or re-establishment of a Corporate Unit; and

and where notices and demands to or upon the Company in respect of the
Securities and this Agreement may be served. The Company will give prompt
written notice to the Purchase Contract Agent of the location, and any change in
the location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Purchase Contract Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Purchase Contract Agent as its agent
to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company will
give

                                       66

<PAGE>

                                                                              67

prompt written notice to the Purchase Contract Agent of any such designation or
rescission and of any change in the location of any such other office or agency.
The Company hereby designates as the place of payment for the Securities the
Corporate Trust Office and appoints the Purchase Contract Agent at its Corporate
Trust Office as paying agent in such city.

Section 10.3. Company to Reserve Common Stock.

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

Section 10.4. Covenants as to Common Stock.

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

Section 10.5. Statements of Officers of the Company as to Default.

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

Section 10.6. ERISA.

          Each Holder from time to time of the Corporate Units which is a Plan
hereby represents that its acquisition of the Corporate Units and the holding of
the same satisfies the applicable fiduciary requirements of ERISA and that it is
entitled to exemption relief from the prohibited transaction provisions of ERISA
and the Code in accordance with one or more prohibited transaction exemptions or
otherwise will not result in a nonexempt prohibited transaction.

                                       67

<PAGE>

                                                                              68

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


                                                DOMINION RESOURCES, INC.


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


                                                ----------------------------,
                                                 as Purchase Contract Agent


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

                                       68

<PAGE>

                                                                       EXHIBIT A

                   FORM OF FACE OF CORPORATE UNIT CERTIFICATE

This certificate is a global certificate within the meaning of the Purchase
Contract Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This certificate is exchangeable for certificates
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Purchase Contract Agreement and no
transfer of this certificate (other than a transfer of this certificate as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in limited circumstances.

Unless this certificate is presented by an authorized representative of the
Depositary for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
is requested by an authorized representative of the Depositary (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), any transfer, pledge or other use
hereof for value or otherwise by or to any person is wrongful since the
registered owner hereof, Cede & Co., has an interest herein./1/

No.                                                        CUSIP No.
    -------                                                          -----------
Number of Corporate Units
                          ------------

                            DOMINION RESOURCES, INC.
                                 Corporate Units

          This Corporate Unit Certificate certifies that [Cede & Co.]/2/, or
registered assigns, is the registered Holder of the number of Corporate Units
set forth above [or such other number as set forth in the Schedule of Increases
and Decreases in Global Certificate attached hereto] /3/. Each Corporate Unit
consists of (i) the rights and obligations of the Holder under one Purchase
Contract with Dominion Resources, Inc., a Virginia corporation (the "Company"),
and (ii) either (a) the beneficial ownership by the Holder of one 20   Series
                                                                    --        -
   % Senior Note, due              (the "Senior Note") of the Company, having a
---                   ------------
principal amount of $50, subject to the Pledge of such Senior Note by such
Holder under the Pledge Agreement or (b) following a Successful Remarketing or a
Tax Redemption Event of the Senior Notes, the beneficial ownership by the Holder
of a Treasury Portfolio Interest, subject to the Pledge of such Treasury
Portfolio Interest under the Pledge Agreement. All capitalized terms used herein
which are defined in the Purchase Contract Agreement (as defined on the reverse
hereof) have the meaning set forth therein.

          Under the Pledge Agreement, the Senior Note or Treasury Portfolio
Interest, as the case may be, constituting part of each Corporate Unit evidenced
hereby has been pledged to the

----------
/1/  Insert in Global Certificates only.

/2/  Insert in Global Certificates only.

/3/  Insert in Global Certificates only.

<PAGE>

Collateral Agent, for the benefit of the Company, to secure the obligations of
the Holder under the Purchase Contract comprising a portion of such Corporate
Units.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Unit Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"),
a number of shares of Common Stock, equal to the Settlement Rate, unless on or
before the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Corporate Units of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased under each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by cash or by application of payment received
in respect of the principal amount with respect to each Pledged Senior Note
under the Remarketing or payment received in respect of each Pledged Treasury
Portfolio Interest, as the case may be, pledged to secure the obligations under
such Purchase Contract of the Holder of the Corporate Units of which such
Purchase Contract is a part.

          The Company shall pay on            ,       ,           and
                                   -----------  ------  ---------
            of each year (each, a "Payment Date"), commencing        , 20   in
-----------                                                   -------    --
respect of each Purchase Contract forming part of a Corporate Unit evidenced
hereby, an amount (the "Contract Adjustment Payments") equal to (a) if a Reset
Transaction has not occurred,     % per annum of the Stated Amount or (b)
                              ----
following the occurrence of a Reset Transaction, the Adjusted Contract
Adjustment Payment Rate related to such Reset Transaction until any such
succeeding Reset Transaction shall occur, in either case, computed on the basis
of (i) for any full quarterly period, a 360-day year of twelve 30-day months,
(ii) for any period shorter than a full quarterly period, a 30-day month and
(iii) for periods less than a month, the actual number of days elapsed per
30-day period. Such Contract Adjustment Payments shall be payable to the Person
in whose name this Corporate Unit Certificate (or a Predecessor Corporate Unit
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

          Unless a Successful Remarketing or a Tax Event Redemption shall have
occurred, interest on the Senior Notes, the beneficial ownership of which is
evidenced hereby, is payable quarterly in arrears on each Payment Date. Such
interest payments shall be payable to the Person in whose name this Corporate
Unit Certificate (or a Predecessor Corporate Unit Certificate) is registered at
the close of business on the Record Date for such Payment Date. Following a
Successful Remarketing or a Tax Event Redemption, the portion of the Treasury
Portfolio Return equal to the interest payable on such Senior Notes will be paid
on the Purchase Contract Settlement Date. Such portion of the Treasury Portfolio
Return shall be payable to the Person in whose name this Corporate Unit
Certificate (or a Predecessor Corporate Unit Certificate) is registered at the
close of business on the Record Date for such Payment Date which is the Purchase
Contract Settlement Date.

          Contract Adjustment Payments and (i) interest payments on the Senior
Notes or (ii) distributions on the Treasury Portfolio, as the case may be, will
be payable at the office of the Purchase Contract 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 Corporate Unit Register.

                                      A-2

<PAGE>

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

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

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

                                        DOMINION RESOURCES, INC.


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


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


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


                                        By:
                                            ------------------------------------
                                            not individually but solely as
                                            Attorney-in-Fact of such Holder


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

Dated:

                                      A-3

<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

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


                                        By:                                    ,
                                            -----------------------------------
                                            as Purchase Contract Agent


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

                                      A-4

<PAGE>

                 (FORM OF REVERSE OF CORPORATE UNIT CERTIFICATE)

          Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of            , 20   (as may be supplemented from
                                -----------    --
time to time, the "Purchase Contract Agreement"), between the Company and
                      , as Purchase Contract Agent (including its successors
----------------------
hereunder, the "Purchase Contract Agent"), to which Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Corporate Unit Certificates are, and are
to be, executed and delivered.

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

          (1) if the Applicable Market Value (as defined below) is equal to or
     greater than $      (the "Threshold Appreciation Price"), 0.      shares of
                   -----                                         -----
     Common Stock per Purchase Contract;

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

          (3) if the Applicable Market Amount is less than or equal to the
     Reference Price, 0.      shares of Common Stock per Purchase Contract,
                        -----

in each case subject to adjustment as provided in the Purchase Contract
Agreement.

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

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

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

                                      A-5

<PAGE>

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

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) per share of Common Stock on the New York Stock
     Exchange (the "NYSE") on such date;

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

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

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

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices per share of the Common Stock on such date
     from at least three nationally recognized independent investment banking
     firms retained for this purpose by the Company.

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

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate Unit Certificate shall pay the Purchase Price for the
shares of Common Stock purchased under each Purchase Contract evidenced hereby
by (i) effecting a Cash Settlement or an Early Settlement or a Remarketing of
the related Pledged Senior Notes or (ii) application of payments received in
respect of the Pledged Treasury Portfolio Interest acquired form the proceeds of
a Remarketing or Tax Event Redemption of the related Pledged Senior Notes
relating to the Corporate Units represented by this Corporate Unit Certificate.
As provided in the Purchase Contract Agreement, upon the occurrence of a Failed
Remarketing, the Collateral Agent shall exercise, for the benefit of the
Company, its rights as a secured creditor with respect to the Pledged Senior
Notes related to this Corporate Unit Certificate and, subject to applicable law,
may, among other things, (i) retain such Pledged Senior Notes in full
satisfaction of the Holders' obligations under the Purchase Contracts or (ii)
sell such Pledged Senior Notes in one or more public or private sales, the
proceeds, if any, of such sale to constitute full satisfaction of the Holders'
obligations under the Purchase Contracts. With respect to such Pledged Senior
Notes which are the subject of a Failed Remarketing, any accrued and unpaid
interest payments on such Pledged Senior Notes will become payable by the
Company to the Holder of this Corporate Unit Certificate in the manner provided
for in the Purchase Contract Agreement.

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

                                      A-6

<PAGE>

in the manner herein set forth which payment, in the case of a Failed
Remarketing shall occur by the resale of Pledged Senior Notes or foreclosure on
and retention of such Pledged Senior Notes under the Purchase Contract Agreement
and the Pledge Agreement.

          Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Corporate Unit Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Senior Note or Pledged Treasury Portfolio Interest, as the case may be,
forming a part of each Corporate Unit from the Pledge. A Corporate Unit shall
thereafter represent the right to receive the Senior Note or Treasury Portfolio
Interest, as the case may be, forming a part of such Corporate Unit in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

          Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Senior Notes. Upon receipt of notice of any meeting at
which holders of Senior Notes are entitled to vote or upon the solicitation of
consents, waivers or proxies of holders of Senior Notes, the Purchase Contract
Agent shall, as soon as practicable thereafter, mail to the Corporate Unit
Holders a notice:

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

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

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

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

          The Corporate Unit Certificates are issuable only in registered form
and only in denominations of a single Corporate Unit and any integral multiple
thereof. The transfer of any Corporate Unit Certificate will be registered and
Corporate Unit Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Corporate Unit Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the Purchase Contract Agent may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. A Holder who
elects to substitute a Treasury Security for Senior Notes, thereby creating
Treasury Units, shall be responsible for any fees or expenses payable in
connection therewith. Except as provided in

                                      A-7

<PAGE>

the Purchase Contract Agreement, for so long as the Purchase Contract underlying
a Corporate Unit remains in effect, such Corporate Unit shall not be separable
into its constituent parts, and the rights and obligations of the Holder of such
Corporate Unit in respect of the Senior Note or Treasury Portfolio Interest and
Purchase Contract constituting such Corporate Unit may be transferred and
exchanged only as a Corporate Unit.

          A holder of a Corporate Unit may substitute for the Pledged Senior
Notes securing its obligation under the related Purchase Contract Treasury
Securities in an aggregate principal amount at maturity equal to the aggregate
principal amount of the Pledged Senior Notes in accordance with the terms of the
Purchase Contract Agreement and the Pledge Agreement. From and after such
Collateral Substitution, the Security for which such Pledged Treasury Securities
secures the Holder's obligation under the Purchase Contract shall be referred to
as a "Treasury Unit." A Holder may make such Collateral Substitution only in
integral multiples of 20 Corporate Units for 20 Treasury Units. Such Collateral
Substitution may cause the equivalent aggregate principal amount of this
Certificate to be increased or decreased; provided, however, this Corporate Unit
Certificate shall not represent more than such maximum amount of Corporate Units
as shall at the time be prescribed by the applicable Clearing Agency. All such
adjustments to the equivalent aggregate principal amount of this Corporate Unit
Certificate shall be duly recorded by placing an appropriate notation on the
Schedule attached hereto.

          A Holder of Treasury Units may recreate Corporate Units by delivering
to the Securities Intermediary Senior Notes with an aggregate principal amount
equal to the aggregate principal amount at maturity of the Pledged Treasury
Securities in exchange for the release of such Pledged Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Corporate Unit Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract 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 Corporate Unit Register.

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

                                      A-8

<PAGE>

          Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Corporate
Unit Certificate, the Holder of this Corporate Unit Certificate shall deliver
this Corporate Unit Certificate to the Purchase Contract Agent at the Corporate
Trust Office duly endorsed for transfer to the Company or in blank with the form
of Election to Settle Early set forth below duly completed and accompanied by
payment in the form of immediately available funds payable to the order of the
Company in an amount (the "Early Settlement Amount") equal to:

          (1) the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Early Settlement, plus

          (2) if such delivery is made with respect to any Purchase Contracts
     during the period from the close of business on any Record Date for any
     Payment Date to the opening of business on such Payment Date, an amount
     equal to the Contract Adjustment Payments payable on such Payment Date with
     respect to such Purchase Contracts.

Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Senior Notes underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Corporate Unit as to which Early
Settlement is effected equal to the Early Settlement Rate. The Early Settlement
Rate shall initially be equal to 0.      shares of Common Stock and shall be
                                   -----
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

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

          The Holder of this Corporate Unit Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Corporate Units evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Senior Notes underlying this Corporate Unit
Certificate under 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 aggregate principal amount of the Pledged Senior Notes or
Pledged Treasury Portfolio Interest, as the

                                      A-9

<PAGE>

case may be, shall be paid on the Purchase Contract Settlement 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.

          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.

          The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Corporate Unit Certificate is registered as the owner of the
Corporate Units evidenced hereby for the purpose of receiving payments of
interest payable quarterly on the Senior Notes, receiving payments of Contract
Adjustment Payments, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent nor any such agent shall be affected by notice to the
contrary.

          The Purchase Contracts shall not, before the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.
Upon settlement of the Purchase Contracts, the Holder will be entitled to all of
the rights of a holder of shares of Common Stock, including, without limitation,
the right to vote and receive dividends and other payments and to consent and
receive notice as a shareholder in respect of the meetings of shareholders and
for the election of directors of the Company and for all other matters, and all
other rights whatsoever as a shareholder of the Company.

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

                                      A-10

<PAGE>

                                  ABBREVIATIONS

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

TEN COM -                 as tenants in common

UNIF GIFT MIN ACT -       ---------------Custodian---------------

                          (cust)                           (minor)

                          Under Uniform Gifts to Minors Act of
                                                               -----------------

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

TEN ENT -                 as tenants by the entireties

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

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

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

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

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

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

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

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

the within Corporate Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing
                                        ----------------------------------------
                                           attorney to transfer said Corporate
------------------------------------------
Unit Certificates on the books of Dominion Resources, 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
                                        Corporate Unit Certificates in every
                                        particular, without alteration or
                                        enlargement or any change whatsoever.


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

                                      A-11

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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


Dated:
       -----------------------          -----------------------------------
                                        Signature


                                        Signature Guarantee:
                                                             --------------
                                        (if assigned to another person)

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
and (ii) provide a guarantee of your
signature:

                                        Please print name and address of
                                        Registered Holder:

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

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

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

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

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

Social Security or other
Taxpayer Identification                 ----------------------------------------
Number, if any

                                      A-12

<PAGE>

                            ELECTION TO SETTLE EARLY

          The undersigned Holder of this Corporate Unit Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Corporate Units evidenced by this Corporate
Unit Certificate specified below. The undersigned Holder directs that a
certificate for shares of Common Stock deliverable upon such Early Settlement be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Corporate Unit Certificate representing any
Corporate Units evidenced hereby as to which Early Settlement of the related
Purchase Contracts is not effected, to the undersigned at the address indicated
below unless a different name and address have been indicated below. Pledged
Senior Notes or 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:
                                -------------------------------------

                                      A-13

<PAGE>

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

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

                                        Please print name and address of
                                        Registered Holder:

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

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

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

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

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

Social Security or other
Taxpayer Identification                 ----------------------------------------
Number, if any

                                      A-14

<PAGE>

Transfer Instructions for Pledged Senior Notes or Treasury Securities
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:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
           Amount of decrease   Amount of increase      Number of Corporate       Signature of
              in Number of         in Number of      Units evidenced by this   authorized officer
             Corporate Units      Corporate Units      Global Certificate      of Purchase Contract
            evidenced by the     evidenced by the        following such        Agent or Securities
  Date     Global Certificate   Global Certificate     decrease or increase         Custodian
---------------------------------------------------------------------------------------------------
<S>        <C>                  <C>                  <C>                       <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      A-16

<PAGE>

                                                                       EXHIBIT B

                    FORM OF FACE OF TREASURY UNIT CERTIFICATE

This certificate is a global certificate within the meaning of the Purchase
Contract Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This certificate is exchangeable for certificates
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Purchase Contract Agreement and no
transfer of this certificate (other than a transfer of this certificate as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the depositary or another nominee of the Depositary) may be
registered except in limited circumstances.

Unless this certificate is presented by an authorized representative of the
Depositary for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
is requested by an authorized representative of the Depositary (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), any transfer, pledge or other use
hereof for value or otherwise by or to any person is wrongful since the
registered owner hereof, Cede & Co., has an interest herein./1/

No.                                                           CUSIP No.
    -------                                                             --------
Number of Treasury Units
                         --------

                            DOMINION RESOURCES, INC.
                                 Treasury Units

     This Treasury Unit Certificate certifies that [Cede & Co.]/2/, or
registered assigns, is the registered Holder of the number of Treasury Units set
forth above [or such other number as set forth in the Schedule of Increases and
Decreases in Global Certificate attached hereto] /3/. Each Treasury Unit
consists of (i) the rights and obligations of the Holder under one Purchase
Contract with Dominion Resources, Inc., a Virginia corporation (the "Company")
and (ii) a 1/20 undivided beneficial ownership interest of a Treasury Security
having a principal amount at maturity equal to $1,000 and maturing on or before
            . All capitalized terms used herein which are defined in the
------------
Purchase Contract Agreement (as defined on the reverse hereof) have the meaning
set forth therein.

          Under the Pledge Agreement, the Treasury Securities constituting part
of each Treasury Unit evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a portion of such Treasury Unit.

----------
/1/  Insert in Global Certificates only.

/2/  Insert in Global Certificates only.

/3/  Insert in Global Certificates only.

<PAGE>

          Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Unit Certificate to purchase, and the Company, to sell, on the Purchase
Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"),
a number of shares of Common Stock equal to the Settlement Rate, unless on or
before the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Treasury Unit of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased under each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of the Proceeds from the
Treasury Securities at maturity pledged to secure the obligations under such
Purchase Contract of the Holder of the Treasury Unit of which such Purchase
Contract is a part.

          The Company shall pay on            ,       ,           and
                                   -----------  ------  ---------
            of each year (each, a "Payment Date"), commencing         , 20  , in
-----------                                                   --------    --
respect of each Purchase Contract evidenced hereby, an amount (the "Contract
Adjustment Payments") equal to (a) if a Reset Transaction has not occurred,
    % per annum of the Stated Amount or (b) following the occurrence of a Reset
----
Transaction, the Adjusted Contract Adjustment Payment Rate related to such Reset
Transaction until any such succeeding Reset Transaction shall occur, in either
case, computed on the basis of (i) for any full quarterly period, a 360-day year
of twelve 30-day months, (ii) for any period shorter than a full quarterly
period, a 30-day month and (iii) for periods less than a month, the actual
number of days elapsed per 30-day period). Such Contract Adjustment Payments
shall be payable to the Person in whose name this Treasury Unit Certificate (or
a Predecessor Treasury Unit Certificate) is registered at the close of business
on the Record Date for such Payment Date.

          Contract Adjustment Payments will be payable at the office of the
Purchase Contract 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 Treasury Unit Register.

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

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

                                        DOMINION RESOURCES, INC.


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


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


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


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


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

Dated:

                                      B-3

<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

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


                                        By:                                    ,
                                            -----------------------------------
                                            as Purchase Contract Agent


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

                                      B-4

<PAGE>

                 (FORM OF REVERSE OF TREASURY UNIT CERTIFICATE)

          Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of            , 20   (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 "Purchase Contract Agent"), to which the Purchase
Contract Agreement and supplemental agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company and
the Holders and of the terms upon which the Treasury Unit Certificates are, and
are to be, executed and delivered.

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

          (1) if the Applicable Market Value (as defined below) is equal to or
     greater than $      (the "Threshold Appreciation Price"), 0.      shares of
                   -----                                         -----
     Common Stock per Purchase Contract;

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

          (3) if the Applicable Market Amount is less than or equal to the
     Reference Price, then 0.      shares of Common Stock per Purchase Contract;
                             -----

in each case subject to adjustment as provided in the Purchase Contract
Agreement.

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

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

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

                                      B-5

<PAGE>

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

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) per share of Common Stock on the New York Stock
     Exchange (the "NYSE") on such date;

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

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

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

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices per share of the Common Stock on such date
     from at least three nationally recognized independent investment banking
     firms retained for this purpose by the Company.

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

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Treasury Unit shall pay the Purchase Price for the shares of
Common Stock purchased under each Purchase Contract evidenced hereby either by
effecting a Cash Settlement or an Early Settlement of each such Purchase
Contract or by applying the principal amount at maturity of the Pledged Treasury
Securities underlying such Holder's Treasury Units. A Holder of Treasury Units
who does not effect, before 11:00 a.m. (New York City time) on the Business Day
immediately preceding the Purchase Contract Settlement Date, an effective Cash
Settlement or an Early Settlement, shall pay the Purchase Price for the shares
of Common Stock to be issued under the related Purchase Contract from the
proceeds of the Pledged Treasury Securities.

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

          Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Treasury Unit Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Treasury Securities (as defined in the Pledge Agreement) forming a part
of each Treasury Unit. A Treasury

                                      B-6

<PAGE>

Unit shall thereafter represent the right to receive the interest in the
Treasury Security forming a part of such Treasury Unit, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

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

          A Holder of Treasury Units may recreate Corporate Units by delivering
to the Collateral Agent Senior Notes with a principal amount equal to the
aggregate principal amount at maturity of the Pledged Treasury Securities in
exchange for the release of such Pledged Treasury Securities in accordance with
the terms of the Purchase Contract Agreement and the Pledge Agreement. From and
after such Collateral Substitution, the Holder's Security shall be referred to
as a "Corporate Unit." Such Collateral Substitution may cause the equivalent
aggregate principal amount of this Certificate to be increased or decreased;
provided, however, this Treasury Unit Certificate shall not represent more than
such maximum amount of Treasury Units as shall at the time be prescribed by the
applicable Clearing Agency. All such adjustments to the equivalent aggregate
principal amount of this Treasury Unit Certificate shall be duly recorded by
placing an appropriate notation on the Schedule attached hereto.

          A Holder of Corporate Units may recreate Treasury Units by delivering
to the Collateral Agent Treasury Securities in an aggregate principal amount at
maturity equal to the aggregate principal amount of the Pledged Senior Notes in
exchange for the release of such Pledged Senior Notes in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement. Any such
recreation of a Treasury Units may be effected only in multiples of 20 Corporate
Units for 20 Treasury Units.

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury Unit Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract 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 Treasury Unit Register.

                                      B-7

<PAGE>

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

          Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Treasury
Unit the Holder of this Treasury Unit Certificate shall deliver this Treasury
Unit Certificate to the Purchase Contract Agent at the Corporate Trust Office
duly endorsed for transfer to the Company or in blank with the form of Election
to Settle Early set forth below duly completed and accompanied by payment in the
form of immediately available funds payable to the order of the Company in an
amount (the "Early Settlement Amount") equal to:

          (1) the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Early Settlement, plus

          (2) if such delivery is made with respect to any Purchase Contracts
     during the period from the close of business on any Record Date for any
     Payment Date to the opening of business on such Payment Date, an amount
     equal to the Contract Adjustment Payments payable on such Payment Date with
     respect to such Purchase Contracts.

Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Treasury Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Unit as to which Early
Settlement is effected equal to 0.      shares of Common Stock per Purchase
                                  -----
Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

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

                                      B-8

<PAGE>

          The Holder of this Treasury Unit Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Treasury Units evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities underlying this Treasury Unit
Certificate under 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 aggregate principal amount of the Pledged Treasury Securities
at maturity shall be paid on the Purchase Contract Settlement 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.

          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.

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

          The Purchase Contracts shall not, before the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.
Upon settlement of the Purchase Contracts, the Holder will be entitled to all of
the rights of a holder of shares of Common Stock, including, without limitation,
the right to vote and receive dividends and other payments and to consent and
receive notice as a shareholder in respect of the meetings of shareholders and
for the election of directors of the Company and for all other matters, and all
other rights whatsoever as a shareholder of the Company.

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

                          -------------------------------------
TEN ENT -                 as tenants by the entireties

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

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

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

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

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

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

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

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

the within Treasury Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing
                                        ----------------------------------------
                                                                    attorney to
-------------------------------------------------------------------
transfer said Treasury Unit Certificates on the books of Dominion Resources,
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
                                        Treasury Unit Certificates in every
                                        particular, without alteration or
                                        enlargement or any change whatsoever.


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

                                      B-10

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated:
       -----------------------          ----------------------------------------
                                        Signature


                                        Signature Guarantee:
                                                             -------------------
                                        (if assigned to another person)

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
and (ii) provide a guarantee of your
signature:

                                        Please print name and address of
                                        Registered Holder:

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

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

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

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

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

Social Security or other
Taxpayer Identification                 ----------------------------------------
Number, if any

                                      B-11

<PAGE>

                            ELECTION TO SETTLE EARLY

          The undersigned Holder of this Treasury Unit Certificate irrevocably
exercises the option to effect Early Settlement in accordance with the terms of
the Purchase Contract Agreement with respect to the Purchase Contracts
underlying the number of Treasury Units evidenced by this Treasury Unit
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Treasury Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Treasury Unit Certificate representing any Treasury Unit 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:
                     -------------------------------------

                                      B-12

<PAGE>

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

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

                                        Please print name and ddress of a
                                        Registered Holder:

-------------------------------------   ----------------------------------------
                 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>
---------------------------------------------------------------------------------------------------
           Amount of decrease   Amount of increase      Number of Corporate       Signature of
              in Number of         in Number of      Units evidenced by this   authorized officer
             Corporate Units      Corporate Units      Global Certificate      of Purchase Contract
            evidenced by the     evidenced by the        following such        Agent or Securities
  Date     Global Certificate   Global Certificate     decrease or increase         Custodian
---------------------------------------------------------------------------------------------------
<S>        <C>                  <C>                  <C>                       <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      B-14

<PAGE>

                                                                       EXHIBIT C

                  NOTICE FROM HOLDER TO PURCHASE CONTRACT AGENT
   (Election for Creation of Treasury Units or Recreation of Corporate Units)

                         , as Purchase Contract Agent
-------------------------

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

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

Attention:
           --------------

          Re:  [Corporate Units] [Treasury Units] of Dominion
               Resources, Inc.            Equity Income Securities
                               ----------
               --------------------------------------------------

          Reference is made to the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"), between Dominion
-----------    --
Resources, Inc. (the "Company") and you, as Purchase Contract Agent and as
Attorney-in-Fact for the Holders of the Purchase Contracts. All capitalized
terms that are used but not defined herein have the meanings assigned to them in
the Purchase Contract Agreement.

          The undersigned Holder hereby notifies you in accordance with Section
[3.13] [3.14] of the Purchase Contract Agreement, that such Holder has elected
to [create][recreate]          [Treasury Units] [Corporate Units] by
                      --------
substitution of $           aggregate principal amount of [Treasury Securities]
                 ----------
[Senior Notes] for the [Pledged Senior Notes] [Pledged Treasury Securities] held
in the Collateral Account, in accordance with the Pledge Agreement.

          The undersigned Holder hereby acknowledges that such Holder may
[create Treasury Units] [recreate Corporate Units] only in integral multiples of
20 [Corporate Units] [Treasury Units].

                                        ----------------------------------------
                                                     Name of Holder


                                        ----------------------------------------
                                                       Signature


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

                                        Date:
                                              ----------------------------------

Please print name and address of Registered Holder:

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

-----------------------------------------------------------
Social Security or other Taxpayer Identification Number, if any

<PAGE>

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

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

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

                         , as Purchase Contract Agent
-------------------------

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

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

Attention:
           --------------

          Re:         [Corporate Units] [Treasury Units] of Dominion Resources,
              -------
              Inc. (the "Company")             Equity Income Securities
                                   -----------

          The undersigned Holder hereby notifies you that it has Transferred to
                         , as Securities Intermediary, for credit to the
-------------------------
Collateral Account, $       aggregate principal amount of [Senior Notes]
                     ------
[Treasury Securities] in exchange for the [Pledged Senior Notes] [Pledged
Treasury Securities] held in the Collateral Account, in accordance with the
Pledge Agreement, dated as of            , 20   (the "Pledge Agreement"; unless
                              -----------    --
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein), between you, the Company, the Collateral Agent and the
Securities Intermediary. The undersigned Holder has paid 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 Senior Notes] [Pledged Treasury Securities] related to the
above-captioned [Corporate Units] [Treasury Units].


Date:
      -----------------------           ----------------------------------------
                                                        Signature


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

Please print name and address of Registered Holder:

-------------------------------------   ----------------------------------------
Name                                    Social Security or other Taxpayer
                                        Identification Number, if any

Address

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

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

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

<PAGE>

                                                                       EXHIBIT E

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

[HOLDER]

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

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

Attention:
Telecopy:
          ----------

          Re:          [Corporate Units] [Treasury Units] of Dominion Resources,
               -------
               Inc. (the "Company")             Equity Income Securities
                                    -----------

          Please refer to the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"; unless otherwise defined
-----------    --
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), among the Company and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of Corporate Units and Treasury
Units from time to time.

          We hereby notify you that a Termination Event has occurred and that
[the Senior Notes][the Treasury Securities][the Treasury Portfolio Interest]
underlying your ownership interest in       [Corporate Units][Treasury Units]
                                      -----
have been released and are being held by us for your account pending receipt of
transfer instructions with respect to such [Senior Notes][Treasury
Securities][Treasury Portfolio Interest] (the "Released Securities").

          Under Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
Units][Treasury Units] effected through book-entry transfer or by delivery to us
of your [Corporate Unit Certificate][Treasury Unit Certificate], we shall
transfer the Released Securities by book-entry transfer, or other appropriate
procedures, in accordance with your instructions. In the event you fail to
effect such transfer or delivery, the Released Securities and any interest
thereon, shall be held in our name or in the name of our nominee in trust for
your benefit, until the earlier of such time as (A) such [Corporate
Units][Treasury Units] are transferred or your [Corporate Unit
Certificate][Treasury Unit Certificate] is surrendered or satisfactory evidence
is provided that your [Corporate Unit Certificate][Treasury Unit Certificate]
has been destroyed, lost or stolen, together with any indemnification that we or
the Company may require and (B) the expiration of the time period specified in
the abandoned property laws of the relevant state.


Date:                                   By:                                    ,
      --------------                        -----------------------------------
                                            as Purchase Contract Agent

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

<PAGE>

                                                                       EXHIBIT F

                            NOTICE TO SETTLE BY CASH

                         , as Purchase Contract Agent
-------------------------

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

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

Attention:
           --------------------------

          Re:          [Corporate Units] [Treasury Units] of Dominion Resources,
              --------
               Inc. (the "Company")             Equity Income Securities
                                    -----------

          The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.9 of the Purchase Contract Agreement, dated as of          ,   20
                                                                 ---------  --
(the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, before
11:00 a.m. (New York City time) on the [fifth Business Day][Business Day]
immediately preceding the Purchase Contract Settlement Date (in lawful money of
the United States by certified or cashiers' check or wire transfer, in
immediately available funds), $       as the Purchase Price for the shares of
                               ------
Common Stock issuable to such Holder by the Company under the related Purchase
Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned
Holder's election to make such cash settlement with respect to the Purchase
Contracts related to such Holder's [Corporate Units] [Treasury Units] and to
release the related [Senior Notes] [Treasury Securities] to such Holder upon
such Cash Settlement.


Date:
      -----------------------           ----------------------------------------
                                                        Signature


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

<PAGE>

Please print name and address of Registered Holder:

-------------------------------------   ----------------------------------------
Name                                    Social Security or other Taxpayer
                                        Identification Number, if any

Address

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

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

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

                                      F-2

<PAGE>

                                                                       EXHIBIT G

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

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

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

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

Attention:
           --------------
Telecopy: (___)
                ---------

JPMORGAN CHASE BANK, as Indenture Trustee
4 New York Plaza
New York, New York 10004
Attention:  Institutional Trust Services
Telecopy: :  (212) 946-8159/8160

          Re:  Corporate Units of Dominion Resources, Inc. (the "Company")
                           Equity Income Securities
               -----------

          Please refer to the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"; unless otherwise defined
-----------    --
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), between the Company and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of             Equity Income
                                                 -----------
Securities from time to time.

          In accordance with Section 5.4[(b)][(d)] of the Purchase Contract
Agreement [and based on Early Settlements and Collateral Substitutions occurring
on or before 5:00 p.m. (New York City time) on the Election Date][and based on
instructions received from Holders of Corporate Units before 5:00 p.m. (New York
City time) on the sixth Business Day immediately preceding the Purchase Contract
Settlement Date and notice from the Securities Intermediary regarding Cash
Settlements received before 11:00 a.m. (New York City time) on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date], we
hereby notify you that $      in aggregate principal amount of Pledged Senior
                        -----
Notes is to be tendered for purchase in the Remarketing.


Date:                                   By:                       , as Purchase
      --------------                        ----------------------
                                            Contract Agent

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

<PAGE>

                                                                       EXHIBIT H

                     NOTICE FROM HOLDER TO INDENTURE TRUSTEE
       (Election to Tender for Purchase Senior Notes in the Remarketing)

JPMorgan Chase Bank, as Indenture Trustee
4 New York Plaza
New York, New York 1004
Attention:  Institutional Trust Services
Telecopy: :  (212) 946-8159/8160

          Re:  $           in aggregate principal amount of 20   Series       %
                ----------                                    --        - ----
               Senior Notes due              of Dominion Resources, Inc., a
                                ------------
               Virginia corporation (the "Company")

          The undersigned Holder hereby irrevocably notifies you in accordance
with [Section 5.4(c)(i)] of the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"; unless otherwise defined
-----------    --
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), between the Company and                       , as Purchase
                                          ----------------------
Contract Agent, that it is a Holder of [____ Treasury Units that continues to
hold the Senior Notes that were originally part of the ____ Corporate Units
before they were converted into Treasury Units] [____ Corporate Units that
effected Early Settlement but continues to hold the Senior Notes originally part
of the ____ Corporate Units] [____ Treasury Units that effected Early Settlement
but continues to hold the Senior Notes originally part of the ____ Corporate
Units that were converted into the ____ Treasury Units] and it is electing to
tender for purchase in the Remarketing $      in aggregate principal amount of
                                        -----
Senior Notes.


Date:
      -----------------------           ----------------------------------------
                                                        Signature


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

CC:
    --------------------------

<PAGE>

Please print name and address of Registered Holder:

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

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

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

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