EXHIBIT 4-ff

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                                 MORGAN STANLEY,

                              JPMORGAN CHASE BANK,
                     as Unit Agent, as Collateral Agent, as
                       Trustee and Paying Agent under the
                      Indenture referred to herein, and as
                         Warrant Agent under the Warrant
                          Agreement referred to herein

                                       AND

                          THE HOLDERS FROM TIME TO TIME
                          OF THE UNITS DESCRIBED HEREIN

                                ----------------
                                 UNIT AGREEMENT
                                ----------------

                            Dated as of [       ], 2003

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                                TABLE OF CONTENTS
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                                                                           PAGE


                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.  Definitions....................................................2

                                    ARTICLE 2
                                      UNITS

Section 2.01.  Forms Generally...............................................10
Section 2.02.  Form of Certificate of Authentication and Countersignature....11
Section 2.03.  Amount Unlimited; Issuable in Series..........................11
Section 2.04.  Denominations.................................................13
Section 2.05.  Rights and Obligations Evidenced by the Units.................13
Section 2.06.  Execution, Authentication, Delivery and Dating................13
Section 2.07.  Temporary Unit Certificates...................................14
Section 2.08.  Registration of Transfer and Exchange; Global Units...........14
Section 2.09.  Mutilated, Destroyed, Lost and Stolen Unit Certificates.......17
Section 2.10.  Persons Deemed Owners.........................................19
Section 2.11.  Cancellation..................................................19
Section 2.12.  Exchange of Global Units and Definitive Units.................20

                                    ARTICLE 3
                 THE PURCHASE CONTRACTS; SETTLEMENT OF WARRANTS

Section 3.01.  Form and Execution of Purchase Contracts; Temporary
               Purchase Contracts............................................21
Section 3.02.  Number Unlimited Issuable in Series...........................22
Section 3.03.  Countersignature, Execution on Behalf of Holder and
               Delivery of Purchase Contracts................................24
Section 3.04.  Further Provisions Relating to Issuance of Purchase
               Contracts.....................................................27
Section 3.05.  Purchase of Purchase Contract Property; Optional
               Acceleration of Purchase Obligations; Authorization of Agent
               by Holder; Transferees Bound..................................27
Section 3.06.  Payment of Purchase Price.....................................29
Section 3.07.  Delivery of Purchase Contract Property or Other Amounts.......32
Section 3.08.  Charges and Taxes.............................................32

                                    ARTICLE 4
                                    REMEDIES

Section 4.01.  Acceleration of Obligations...................................33


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Section 4.02.  Unconditional Rights Under Purchase Contracts; Limitation
               on Proceedings by Holders.....................................33
Section 4.03.  Restoration of Rights and Remedies............................34
Section 4.04.  Rights and Remedies Cumulative................................34
Section 4.05.  Delay or Omission Not Waiver..................................34
Section 4.06.  Waiver of Past Defaults.......................................34
Section 4.07.  Undertaking for Costs.........................................35
Section 4.08.  Waiver of Stay or Extension Laws..............................35
Section 4.09.  Agent May File Proofs of Claims...............................36
Section 4.10.  Suits for Enforcement.........................................36
Section 4.11.  Control by Holders............................................37

                                    ARTICLE 5
                     SECURITY INTERESTS AND COLLATERAL AGENT

Section 5.01.  Granting of Security Interests; Rights and Remedies of
               Collateral Agent; Perfection..................................37
Section 5.02.  Distribution of Principal and Interest; Release of
               Collateral....................................................38
Section 5.03.  Certain Duties and Responsibilities of the Collateral Agent...39
Section 5.04.  Knowledge of the Collateral Agent.............................40
Section 5.05.  Certain Rights of Collateral Agent............................40
Section 5.06.  Compensation and Reimbursements...............................41
Section 5.07.  Corporate Collateral Agent Required Eligibility...............42
Section 5.08.  Resignation and Removal; Appointment of Successor.............42
Section 5.09.  Acceptance of Appointment by Successor........................43
Section 5.10.  Merger, Conversion, Consolidation or Succession to Business...44
Section 5.11.  Money Held in Trust...........................................44

                                    ARTICLE 6
                                    THE AGENT

Section 6.01.  Certain Duties and Responsibilities...........................44
Section 6.02.  Notice of Default.............................................45
Section 6.03.  Certain Rights of Agent.......................................46
Section 6.04.  Not Responsible for Recitals or Issuance of Units.............47
Section 6.05.  May Hold Units................................................47
Section 6.06.  Money Held in Trust...........................................47
Section 6.07.  Compensation and Reimbursement................................48
Section 6.08.  Corporate Agent Required: Eligibility.........................48
Section 6.09.  Resignation and Removal: Appointment of Successor.............49
Section 6.10.  Acceptance of Appointment by Successor........................50
Section 6.11.  Merger, Conversion, Consolidation or Succession to Business...51
Section 6.12.  Appointment of Authenticating Agent...........................51
Section 6.13.  Corporation to Furnish Agent Names and Addresses of Holders...53
Section 6.14.  Preservation of Information; Communications to Holders........53
Section 6.15.  No Obligation of Holder.......................................54


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Section 6.16.  Tax Compliance................................................55

                                    ARTICLE 7
                             SUPPLEMENTAL AGREEMENTS

Section 7.01.  Supplemental Agreements Without Consent of Holders............56
Section 7.02.  Supplemental Agreements with Consent of Holders...............57
Section 7.03.  Execution of Supplemental Agreements..........................58
Section 7.04.  Effect of Supplemental Agreements.............................58
Section 7.05.  Reference to Supplemental Agreements..........................58

                                    ARTICLE 8
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.01.  Covenant Not to Merge, Consolidate, Sell or Convey
               Property Except Under Certain Conditions......................58
Section 8.02.  Rights and Duties of Successor Corporation....................59
Section 8.03.  Opinion of Counsel to Agent...................................59

                                    ARTICLE 9
                                    COVENANTS

Section 9.01.  Performance Under Purchase Contracts..........................60
Section 9.02.  Maintenance of Office or Agency...............................60
Section 9.03.  Money for Payments to Be Held in Trust........................61
Section 9.04.  Statements of Officers of the Corporation as to Default.......62
Section 9.05.  Negative Pledge...............................................62
Section 9.06.  Luxembourg Publications.......................................63

                                   ARTICLE 10
                                   REDEMPTIONS

Section 10.01.  Optional Redemption of Purchase Contracts; Redemption
                Upon Redemption of Debt Securities...........................63
Section 10.02.  Notice of Redemption; Partial Redemptions....................63
Section 10.03.  Payment of Purchase Contracts Called for Redemption..........64
Section 10.04.  Exclusion of Certain Purchase Contracts from Eligibility
                for Selection for Redemption.................................65

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

Section 11.01.  Incorporators, Stockholders, Officers and Directors
                of the Corporation Immune from Liability.....................66
Section 11.02.  Compliance Certificates and Opinions.........................66
Section 11.03.  Form of Documents Delivered to Agent or Collateral Agent.....67
Section 11.04.  Acts of Holders..............................................67


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Section 11.05.  Notices, Etc.................................................68
Section 11.06.  Notices to Holders; Waiver...................................69
Section 11.07.  Effect of Headings and Table of Contents.....................69
Section 11.08.  Successors and Assigns.......................................69
Section 11.09.  Separability Clause..........................................70
Section 11.10.  Benefits of Agreement........................................70
Section 11.11.  Governing Law................................................70
Section 11.12.  Legal Holidays...............................................70
Section 11.13.  Counterparts.................................................70
Section 11.14.  Appointment of Certain Agents................................70
Section 11.15.  Inspection of Agreement......................................71


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     UNIT AGREEMENT, dated as of [ ], 2003, by and among MORGAN STANLEY, a
Delaware corporation (the "Corporation"), JPMORGAN CHASE BANK, a New York
banking corporation ("JPMorgan"), acting solely as unit agent and collateral
agent under this Agreement (in its capacity as unit agent, the "Agent", and, in
its capacity as collateral agent, the "Collateral Agent"), except to the extent
that this Agreement specifically states that the Agent is acting in another
capacity, JPMorgan, as trustee and paying agent under the Indenture described
below (in its capacity as trustee under the Indenture, the "Trustee" and, in its
capacity as paying agent under the Indenture, the "Paying Agent"), and JPMorgan,
as Warrant Agent under the Warrant Agreement described below (in its capacity as
Warrant Agent under the Warrant Agreement, the "Warrant Agent"), and the holders
from time to time of the Units described herein.

     WHEREAS, the Corporation has entered into an Amended and Restated Senior
Indenture dated as of May 1, 1999 with the Trustee (as amended and supplemented
as of September 15, 2000 and October 8, 2002 and as further amended or
supplemented from time to time, the "Indenture");

     WHEREAS, the Corporation has duly authorized the issuance, from time to
time, pursuant to the Indenture of senior debt securities ("Debt Securities");

     WHEREAS, the Corporation has entered into a Warrant Agreement (the "Warrant
Agreement") dated as of [ ], 2003 between the Corporation and JPMorgan, as
Warrant Agent;

     WHEREAS, the Corporation has duly authorized the issuance, from time to
time, pursuant to the Warrant Agreement of warrants ("Warrants") to purchase or
sell (i) securities issued by the Corporation or by an entity affiliated or not
affiliated with the Corporation, a basket of such securities, an index or
indices of such securities or any combination of the above, (ii) currencies or
(iii) commodities, in each case on terms to be determined at the time of sale;

     WHEREAS, the Corporation has duly authorized the issuance, from time to
time, of purchase contracts governed by this Agreement (including pre-paid
purchase contracts not treated as indebtedness) ("Purchase Contracts") requiring
the holder thereof to purchase or sell (i) securities issued by the Corporation
or by an entity affiliated or not affiliated with the Corporation, a basket of
such securities, an index or indices of such securities or any combination of
the above, (ii) currencies or (iii) commodities, in each case on terms to be
determined at the time of sale;

     WHEREAS, the Corporation has duly authorized the issuance, from time to
time, of purchase contracts that would be treated as indebtedness and be
governed by the Indenture and that require holders to satisfy their obligations
thereunder upon issuance of such Purchase Contracts ("Prepaid Purchase Contracts
Issued under the Indenture");



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     WHEREAS, the Corporation desires to provide for the issuance of units
("Units") consisting of Purchase Contracts, Prepaid Purchase Contracts Issued
under the Indenture, Warrants or Debt Securities, or any combination thereof;

     WHEREAS, the parties hereto wish to secure the performance by the holders
of Units consisting of Debt Securities and Purchase Contracts of their
obligations under such Purchase Contracts and the observance and performance of
the covenants and agreements contained herein and in such Purchase Contracts;

     NOW, THEREFORE, in consideration of the premises and the purchases of the
Units by the holders thereof, the Corporation, the Agent, the Warrant Agent, the
Collateral Agent and the Trustee and Paying Agent mutually covenant and agree as
follows:

                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

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

          (ii) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United States in effect at the time of any computation;
     and

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

     "Accelerated Settlement Date", with respect to a Purchase Contract of any
series, means any date to which the Corporation accelerates the obligations of
the Holder of the Units of which such Purchase Contract constitutes a part,
subject to any limitations as may be specified pursuant to Section 3.02.

     "Acceleration Notice" has the meaning specified in Section 3.05(b).

     "Act", with respect to any Holder, has the meaning specified in Section
11.04.

     "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", with


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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.

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

     "Authenticating Agent" means any Person authorized by the Agent to act on
behalf of the Agent to countersign and execute Purchase Contracts.

     "Bankruptcy Event" means any of the following events: (i) a court having
jurisdiction in the premises shall enter a decree or order for relief with
respect to the Corporation in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Corporation or for any substantial part of its
property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (ii) the Corporation shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Corporation or for any substantial part of its property, or
make any general assignment for the benefit of creditors.

     "Board of Directors" means the board of directors of the Corporation or any
other committee duly authorized to act on its behalf with respect to this
Agreement.

     "Board Resolution" means one or more resolutions, certified by the
Secretary or an Assistant Secretary of the Corporation to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect on
the date of such certification and delivered to the Agent or the Collateral
Agent, as the case may be.

     "Business Day" means any day that is not a Saturday or Sunday or a legal
holiday in The City of New York or a day on which banking institutions in The
City of New York are authorized or required by law, regulation or executive
order to be closed.


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     "Cash Settlement" has the meaning set forth in Section 3.06(a)(i).

     "Closed Purchase Contract" means any Purchase Contract with respect to
which a purchase or sale of, or other settlement with respect to, the Purchase
Contract Property has occurred pursuant to Article Three or that has been
redeemed or is otherwise not Outstanding.

     "Collateral" has the meaning specified in Section 5.01(a).

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

     "Corporate Trust Office" means the office of the Agent or the Collateral
Agent, as appropriate, at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at 4 New York Plaza, New York, New York 10004.

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

     "Debt Securities" has the meaning stated in the second recital in this
Agreement and more particularly means any Debt Securities originally issued as
part of a Unit of any series.

     "Debt Security Register" with respect to any Debt Securities constituting a
part of the Units of any series means the security register of
the Corporation maintained by the Trustee pursuant to the Indenture.

     "Debt Security Settlement" has the meaning set forth in Section
3.06(a)(ii).

     "Default" means an Event of Default under the Indenture or a Purchase
Contract Default.

     "Definitive Securities" means any Security in definitive form.

     "Definitive Unit" means any Unit comprised of Definitive Securities.

     "Depositary" means, with respect to Registered Units, DTC, or any
successor, or, with respect to any Unregistered Units, a common depositary for
Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream
Banking, societe anonyme, or any other relevant depositary named in an Issuer
Order, in each case, as the Holder of any Global Units.


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     "DTC" means The Depository Trust Company or its nominee.

     "Event of Default", with respect to the Debt Securities, has the meaning
set forth in the Indenture.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Global Debt Security" means a global Debt Security in bearer or registered
form originally issued as part of a Global Unit of any series.

     "Global Prepaid Purchase Contract Issued under the Indenture" means a
global Prepaid Purchase Contract Issued under the Indenture in bearer or
registered form originally issued as part of a Global Unit of any series.

     "Global Purchase Contract" means a global Purchase Contract in bearer or
registered form originally issued as part of a Global Unit of any series.

     "Global Security" means any of a Global Debt Security, Global Warrant,
Global Purchase Contract or Global Prepaid Purchase Contract Issued under the
Indenture.

     "Global Unit" means any Unit that comprises one or more Global Securities
and is represented by a global Unit Certificate in bearer or registered form.

     "Global Warrant" means a global Warrant in bearer or registered form
originally issued as part of a Global Unit of any series.

     "Holder" means (i) in the case of any Registered Security or Registered
Unit, the Person in whose name such Registered Security or the Registered
Securities constituting a part of such Registered Unit are registered on the
relevant Security Register and (ii) in the case of any Unregistered Security or
Unregistered Unit, the bearer of such Security or Unit, provided that, in the
case of (i) above, so long as the Registered Securities constituting part of
such Units are not separable, "Holder" shall mean the Person in whose name a
Registered Security constituting a part of such Unit is registered on the
Security Register specified pursuant to Section 2.03.

     "Indenture" has the meaning specified in the first recital in this
Agreement.

     "Initial Acceleration Date" means, with respect to Purchase Contracts of
any series, the initial date, if any, specified pursuant to Section 3.02 on
which such Purchase Contracts may be accelerated pursuant to Section 3.05
hereof.

     "Interest Payment Date", with respect to any Debt Security, has the meaning
set forth in the Indenture or in any document executed pursuant to the terms of
the Indenture relating to such Debt Security.


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     "Issuer Order" or "Issuer Request" means a written order or request signed
in the name of the Corporation by the Chairman of the Board of Directors, the
President, the Chief Financial Officer, the Chief Strategic and Administrative
Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer or any
other person authorized by the Board of Directors and delivered to the Agent or
the Collateral Agent, as the case may be.

     "Letter of Representations" means, as of any date, the Letter of
Representations or Letters of Representations to DTC in effect as of such date
from the Agent relating to the Units covered by this Agreement.

     "Minimum Acceleration Amount" means the minimum number of Purchase
Contracts of any series as specified pursuant to Section 3.02 that may be
subject to acceleration pursuant to Section 3.05.

     "Minimum Remaining Amount" means the minimum number of Purchase Contracts
of any series as specified pursuant to Section 3.02 that must remain Outstanding
immediately following any acceleration pursuant to Section 3.05.

     "Officer's Certificate" means a certificate signed by the Chairman of the
Board of Directors, the President, the Chief Financial Officer, the Chief
Strategic and Administrative Officer, the Chief Legal Officer, the Treasurer,
any Assistant Treasurer of the Corporation or any other person authorized by the
Board of Directors and delivered to the Agent or the Collateral Agent, as the
case may be.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Corporation and who shall otherwise
be satisfactory to the Agent or the Collateral Agent, as the case may be.

     "Optional Definitive Unit Request" has the meaning set forth in Section
2.12.

     "Outstanding", with respect to any Unit, Debt Security, Warrant, Purchase
Contract or Prepaid Purchase Contract Issued under the Indenture means, as of
the date of determination, all Units, Debt Securities, Warrants, Purchase
Contracts or Prepaid Purchase Contracts Issued under the Indenture, as the case
may be, evidenced by Units theretofore authenticated, countersigned, executed
and delivered under this Agreement, except:

          (A) Units, Debt Securities, Warrants, Purchase Contracts or Prepaid
     Purchase Contracts Issued under the Indenture theretofore deemed cancelled,
     cancelled by the Agent, Warrant Agent or Trustee, as the case may be, or
     delivered to the Agent, Warrant Agent or Trustee, as the case may be, for
     cancellation, in each case pursuant to the provisions of this Agreement,
     the Warrant Agreement or the Indenture;


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          (B) Closed Purchase Contracts; and

          (C) Units, Debt Securities, Warrants, Purchase Contracts or Prepaid
     Purchase Contracts Issued under the Indenture evidenced by Unit
     Certificates in exchange for or in lieu of which other Unit Certificates
     have been authenticated, countersigned, executed and delivered pursuant to
     this Agreement, other than any such Units, Debt Securities, Warrants,
     Purchase Contracts or Prepaid Purchase Contracts Issued under the
     Indenture, as the case may be, evidenced by a Unit Certificate in respect
     of which there shall have been presented to the Agent proof satisfactory to
     it that such Unit Certificate is held by a bona fide purchaser in whose
     hands the Units, Debt Securities, Warrants, Purchase Contracts or Prepaid
     Purchase Contracts Issued under the Indenture, as the case may be,
     evidenced by such Unit Certificate are valid obligations of the
     Corporation;

provided, however, that in determining whether the Holders of the requisite
number of Outstanding Units, Debt Securities, Warrants, Purchase Contracts and
Prepaid Purchase Contracts Issued under the Indenture, as the case may be, have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Units, Debt Securities, Warrants, Purchase Contracts and Prepaid
Purchase Contracts Issued under the Indenture owned by the Corporation or any
Affiliate of the Corporation shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Agent shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Units, Debt Securities, Warrants, Purchase Contracts and Prepaid
Purchase Contracts Issued under the Indenture which the Agent knows to be so
owned shall be so disregarded. Units, Debt Securities, Warrants, Purchase
Contracts and Prepaid Purchase Contracts Issued under the Indenture that are so
owned but that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Agent the pledgee's right so
to act with respect to such Units, Debt Securities, Warrants, Purchase Contracts
and Prepaid Purchase Contracts Issued under the Indenture and that the pledgee
is not the Corporation or any Affiliate of the Corporation.

     "Paying Agent" means any Person authorized by the Corporation to pay the
Settlement Amount, redemption price or any other sums payable by the Corporation
with respect to any Purchase Contracts or Pre-paid Purchase Contracts Issued
under the Indenture; provided that such Person shall be a bank or trust company
organized and in good standing under the laws of the United States or any state
in the United States, having (together with its parent) capital, surplus and
undivided profits aggregating at least $50,000,000 or any foreign branch or
office of such a bank or trust company, and, subject to the foregoing, may be an
Affiliate of the Corporation.


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

     "Pledged Items" means, as of any date, any Debt Securities constituting a
part of the Units of any series or any and all other securities, instruments or
other property as may be specified pursuant to Section 3.02.

     "Prepaid Purchase Contracts Issued under the Indenture" has the meaning
stated in the sixth recital in this Agreement and more particularly means any
Prepaid Purchase Contracts Issued under the Indenture originally issued as part
of a Unit of any series.

     "Purchase Contract Default" with respect to Purchase Contracts of any
series means the occurrence of any of the following events: (i) failure of the
Corporation to deliver the Purchase Contract Property or the cash value thereof
for such Purchase Contracts against tender of payment therefor on any Settlement
Date, in the case of Purchase Contracts that obligate the Corporation to sell
the Purchase Contract Property, (ii) failure of the Corporation to pay the
Settlement Amount for such Purchase Contracts when the same becomes due and
payable, in the case of Purchase Contracts that obligate the Corporation to
purchase the Purchase Contract Property, (iii) failure on the part of the
Corporation duly to observe or perform any other of the covenants or agreements
on its part in such Purchase Contracts or in this Agreement with respect to such
Purchase Contracts and continuance of such failure for a period of 60 days after
the date on which written notice of such failure, requiring the Corporation to
remedy the same, shall have been given to the Corporation and the Agent by
Holders of at least 25% of the affected Purchase Contracts at the time
Outstanding, (iv) a Bankruptcy Event or (v) any other Purchase Contract Default
provided in any supplemental agreement under which such series of Purchase
Contracts is issued or in the form of such Purchase Contracts.

     "Purchase Contract Property" with respect to a Purchase Contract of any
series has the meaning specified pursuant to Section 3.02.

     "Purchase Contract Register" and "Purchase Contract Registrar" have the
respective meanings specified in Section 2.08.

     "Purchase Contracts" has the meaning stated in the fifth recital in this
Agreement and more particularly means any Purchase Contracts constituting a part
of the Units of any series countersigned, executed and delivered in accordance
with this Agreement, other than Prepaid Purchase Contracts Issued under the
Indenture.

     "Purchase Price" of any Purchase Contract that obligates the Corporation to
sell, and the Holder to purchase, the Purchase Contract Property has the meaning
specified pursuant to Section 3.02.


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<PAGE>


     "Registered Debt Security" means any Debt Security or Prepaid Purchase
Contract Issued under the Indenture registered on the Debt Security Register.

     "Registered Purchase Contract" means any Purchase Contract registered on
the Purchase Contract Register.

     "Registered Security" means any of a Registered Debt Security, Registered
Warrant or Registered Purchase Contract.

     "Registered Unit" means any Unit consisting of Registered Securities.

     "Registered Warrant" means any Warrant registered on the Warrant Register.

     "Regular Record Date" has the meaning specified pursuant to Section 2.03
or, if no meaning is specified, Regular Record Date means the 15th day prior to
the date on which an Interest Payment Date occurs, whether or not such date is a
Business Day.

     "Responsible Officer", with respect to the Agent or Collateral Agent, means
the chairman or vice chairman of the board of directors, the chairman or vice
chairman of the executive committee of the board of directors, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, the controller and any
assistant controller or any other officer of the Agent or Collateral Agent
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
or agency matter, any other officer to whom such matter is referred because of
his knowledge and familiarity with the particular subject.

     "Security" means any of a Debt Security, Warrant, Purchase Contract or
Prepaid Purchase Contract Issued under the Indenture.

     "Security Register" means any of the Debt Security Register, Purchase
Contract Register or Warrant Register.

     "Settlement Amount" of any Purchase Contract that obligates the Corporation
to purchase, and the Holder to sell, the Purchase Contract Property has the
meaning specified pursuant to Section 3.02.

     "Settlement Date" means the Stated Settlement Date and any Accelerated
Settlement Date.

     "SRO" has the meaning specified in Section 2.01.


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     "Stated Settlement Date" of any Purchase Contract of any series has the
meaning specified pursuant to Section 3.02.

     "Trustee", with respect to any Debt Securities or Prepaid Purchase
Contracts Issued under the Indenture, means the Person acting as Trustee under
the Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of such Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

     "Unit" has the meaning stated in the seventh recital to this Agreement and
more particularly the collective rights and obligations of the Corporation and a
Holder with respect to the Securities comprising such Unit, as specified
pursuant to Section 2.03.

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

     "Unregistered Security" means any Security other than a Registered
Security.

     "Unregistered Unit" means any Unit other than a Registered Unit.

     "Unsettled Purchase Contract" means any Purchase Contract that has not been
redeemed or with respect to which settlement has not occurred pursuant to
Article Three.

     "Warrant Agreement" has the meaning stated in the third recital of this
Agreement.

     "Warrant Property" has the meaning specified in the Warrant Agreement.

     "Warrant Register" with respect to any Warrants constituting a part of the
Units of any series means the security register of the Corporation maintained by
the Warrant Agent pursuant to the Warrant Agreement.

     "Warrants" has the meaning stated in the fourth recital of this Agreement
and more particularly means any Warrants originally issued as part of a Unit of
any series.


                                   ARTICLE 2
                                     UNITS

     Section 2.01. Forms Generally. The Units of each series shall be
substantially in the form of Exhibit A or in such form (not inconsistent with
this


                                      10


<PAGE>


Agreement) as shall be established by or pursuant to one or more Board
Resolutions (as set forth in a Board Resolution or, to the extent established
pursuant to rather than set forth in a Board Resolution, an Officer's
Certificate detailing such establishment). The Unit Certificates may have
imprinted or otherwise reproduced thereon such letters, numbers or other marks
of identification or designation and such legends or endorsements as the
officers of the Corporation executing the Securities constituting a part
thereof may approve (execution thereof to be conclusive evidence of such
approval) and that are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation
made pursuant thereto, or with any rule or regulation of any self-regulatory
organization (an "SRO") on which the Units of such series may be listed or
quoted or of any securities depository or to conform to general usage.

     The 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 executing such Unit Certificates, as evidenced by their execution
of the Securities constituting a part of the Units evidenced by such Unit
Certificates.

     Section 2.02. Form of Certificate of Authentication and Countersignature.
The form of the Trustee's certificate of authentication of any Debt Securities
or Prepaid Purchase Contracts Issued under the Indenture, the form of any
Warrant Agent's countersignature of any Warrants and the form of the Agent's
execution on behalf of the Holder and countersignature of any Purchase
Contracts, each constituting a part of the Units of any series, shall be
substantially in such form as set forth in the Indenture, the Warrant Agreement
or this Agreement, as applicable.

     Section 2.03. Amount Unlimited; Issuable in Series. (a) The aggregate
number of Units that may be authenticated, countersigned and delivered under
this Agreement is unlimited.

     The Units may be issued in one or more series. There shall be established,
upon the order of the Corporation (contained in an Issuer Order) or pursuant to
such procedures acceptable to the Agent as may be specified from time to time by
an Issuer Order, prior to the initial issuance of Units of any series:

          (i) the designation of the Units of the series, which shall
     distinguish the Units of the series from the Units of all other series;

          (ii) any limit upon the aggregate number of Units of the series that
     may be authenticated and delivered under this Agreement (disregarding any
     Units authenticated and delivered upon registration of transfer of, or in
     exchange for, or in lieu of, other Units of the series pursuant to Section
     2.07, 2.08, 2.09 or 2.12);


                                      11


<PAGE>


          (iii) the designation of the Securities constituting a part of the
     Units of the series;

          (iv) whether and on what terms any Securities constituting a part of
     the Units of the series may be separated from the Units of the series and
     the other Securities constituting a part of such Units;

          (v) in the case of Units of a series consisting in any part of
     Purchase Contracts, the information specified pursuant to Section 3.02;

          (vi) whether the Units of the series will be issuable as Registered
     Units (and if so, whether such Units will be issuable in global form) or
     Unregistered Units (and if so, whether such Units will be issuable in
     global form), or any combination of the foregoing, any restrictions
     applicable to the offer, sale or delivery of Unregistered Securities and,
     if other than as provided in Section 2.08, the terms upon which
     Unregistered Units of any series may be exchanged for Registered Units of
     such series and vice versa;

          (vii) in the case of Units issued as Registered Units consisting of
     Registered Securities that may not be separated from the other Registered
     Securities constituting a part of such Units, the designation of the
     Security Register to be used to determine the Holder of such Units;

          (viii) if the Units of such series are to be issuable in definitive
     form (whether upon original issue or upon exchange of a temporary Unit of
     such series) only upon receipt of certain certificates or other documents
     or satisfaction of other conditions, the form and terms of such
     certificates, documents or conditions;

          (ix) any trustees, depositaries, authenticating or paying agents,
     transfer agents or registrars or any other agents with respect
     to the Units of such series;

          (x) any other events of default or covenants with respect to the Units
     of such series; and

          (xi) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Agreement).

     All Units of any one series shall be substantially identical, except as may
otherwise be provided by or pursuant to the Issuer Order or procedures referred
to above. All Units of any one series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Agreement, if
so provided by or pursuant to such Board Resolution or such Issuer Order.


                                      12


<PAGE>


     Section 2.04. Denominations. Units of any series shall be issuable only in
denominations of a single Unit and any integral multiple thereof.

     Section 2.05. Rights and Obligations Evidenced by the Units. Units of any
series shall evidence the ownership by the Holder thereof of (a) the principal
amount of Debt Securities, if any, specified on the face of a Unit Certificate
representing Definitive Units or in Schedule A attached to any Unit Certificate
representing Global Units, (b) the number of Warrants, if any, specified on the
face of a Unit Certificate representing Definitive Units or in Schedule A
attached to any Unit Certificate representing Global Units, (c) the number of
Prepaid Purchase Contracts Issued under the Indenture, if any, specified on the
face of a Unit Certificate representing Definitive Units or in Schedule A
attached to any Unit Certificate representing Global Units and (d) the rights
and obligations of the Corporation and the Holder under the number of Purchase
Contracts, if any, specified on the face of a Unit Certificate representing
Definitive Units or in Schedule A attached to any Unit Certificate representing
Global Units.

     Section 2.06. Execution, Authentication, Delivery and Dating. Upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Corporation may deliver, subject to any limitation on the
aggregate principal amount of Debt Securities, if any, or the number of
Warrants, Purchase Contracts or Prepaid Purchase Contracts Issued under the
Indenture, if any, represented thereby, an unlimited number of Unit Certificates
(including the Securities executed by the Corporation constituting the Units
evidenced by such Unit Certificates) to the Trustee, Warrant Agent and/or the
Agent for authentication, countersignature or execution, as the case may be, of
the Securities comprised by such Units, together with its Issuer Orders for
authentication, countersignature or execution of such Securities, and the
Trustee in accordance with the Indenture and the Issuer Order of the Corporation
shall authenticate the Debt Securities and Prepaid Purchase Contracts Issued
under the Indenture, if any, constituting a part of the Units evidenced by such
Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement
and the Issuer Order of the Corporation shall countersign the Warrants, if any,
constituting a part of the Units evidenced by such Unit Certificates and the
Agent in accordance with this Agreement and the Issuer Order of the Corporation
shall countersign and execute on behalf of the Holders thereof the Purchase
Contracts, if any, constituting a part of the Units evidenced by such Unit
Certificates, and each shall deliver such Unit Certificates upon the order of
the Corporation.

     Any Debt Securities or Prepaid Purchase Contracts Issued under the
Indenture constituting a part of the Units of any series shall be executed on
behalf of the Corporation in accordance with the terms of the Indenture. Any
Warrants constituting a part of the Units of any series shall be executed on
behalf of the Corporation in accordance with the terms of the Warrant Agreement.
Any Purchase Contracts constituting a part of the Units shall be executed on
behalf of the Corporation in accordance with Section 3.01.


                                      13


<PAGE>


     Section 2.07. Temporary Unit Certificates. Pending the preparation of Unit
Certificates for any series, the Corporation may execute and deliver to the
Trustee, the Warrant Agent and/or the Agent, as appropriate, and the Trustee,
the Warrant Agent and/or the Agent, as appropriate, shall authenticate,
countersign, execute on behalf of the Holder and deliver, as appropriate, in
lieu of such Unit Certificates, temporary Unit Certificates for such series.
Temporary Unit Certificates shall be in substantially the form of the Unit
Certificates of such series, but with such omissions, insertions and variations
as may be appropriate for temporary Unit Certificates, all as may be determined
by the Corporation with the concurrence of the Trustee, Warrant Agent and/or
Agent, as appropriate, as evidenced by the execution and authentication and/or
countersignature of the Securities constituting a part of the Units evidenced
thereby, as applicable.

     If temporary Unit Certificates for any series are issued, the Corporation
will cause definitive Unit Certificates for such series to be prepared without
unreasonable delay. After the preparation of such definitive Unit Certificates,
the temporary Unit Certificates shall be exchangeable therefor upon surrender of
temporary Registered Units of such series at the Corporate Trust Office, at the
expense of the Corporation and without charge to any Holder and, in the case of
Unregistered Units, at any agency maintained for such purpose as specified
pursuant to Section 2.03. Upon surrender for cancellation of any one or more
temporary Unit Certificates, the Corporation shall execute and deliver to the
Trustee, the Warrant Agent and/or the Agent, and the Trustee, the Warrant Agent
and/or the Agent shall authenticate, countersign, execute on behalf of the
Holder and deliver, as appropriate, in exchange therefor definitive Unit
Certificates of the same series of like tenor, of authorized denominations and
evidencing a like number of Units as the temporary Unit Certificate or
Certificates so surrendered. Until so exchanged, the temporary Unit Certificates
of any series shall in all respects evidence the same benefits and the same
obligations under any Debt Securities, Prepaid Purchase Contracts Issued under
the Indenture, Warrants and Purchase Contracts constituting parts of such Units,
the Indenture, the Warrant Agreement and this Agreement as definitive Unit
Certificates of such series, unless otherwise specified pursuant to Section
2.03.

     Section 2.08. Registration of Transfer and Exchange; Global Units. The
Agent shall keep at its Corporate Trust Office for each series of Registered
Units a register (the register maintained in such office being herein referred
to as the "Purchase Contract Register") in which, subject to such reasonable
regulations as it may prescribe, the Agent shall provide for the registration of
Registered Purchase Contracts, if any, constituting a part of such series and of
transfers of such Purchase Contracts (the Agent, in such capacity, the "Purchase
Contract Registrar").

     At the option of the Holder thereof, Registered Units of any series (other
than a global Registered Unit, except as set forth below) may be transferred or
exchanged for a Registered Unit or Registered Units of such series having
authorized denominations evidencing the number of Units transferred or


                                      14


<PAGE>


exchanged, upon surrender of such Registered Units to be so transferred or
exchanged at the Corporate Trust Office of the Agent upon payment, if the
Corporation shall so require, of the charges hereinafter provided. If the Units
of any series are issued in both registered and unregistered form, except as
otherwise specified pursuant to Section 2.03, at the option of the Holder
thereof, Unregistered Units of such series may be exchanged for Registered
Units of such series having authorized denominations and evidencing the number
of Units transferred or exchanged, upon surrender of such Unregistered Units to
be so transferred or exchanged at the Corporate Trust Office of the Agent and
upon payment, if the Corporation shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Units of any
series are issued in more than one authorized denomination, except as otherwise
specified pursuant to Section 2.03, such Unregistered Units may be exchanged
for Unregistered Units of such series having authorized denominations
evidencing the number of Units exchanged, upon surrender of such Unregistered
Units to be so exchanged at the Corporate Trust Office of the Agent or as
specified pursuant to Section 2.03, and upon payment, if the Corporation shall
so require, of the charges hereinafter provided. Unless otherwise specified
pursuant to Section 2.03, Registered Units of any series may not be exchanged
for Unregistered Units of such series. Whenever any Units are so surrendered
for transfer or exchange, the Corporation shall execute, and the Trustee,
Warrant Agent and/or the Agent, as appropriate, shall authenticate, countersign
or execute, as the case may be, and deliver the Units which the Holder making
the transfer or exchange is entitled to receive. All Units (including the
Securities constituting part of such Units) surrendered upon any exchange or
transfer provided for in this Agreement shall be promptly cancelled and
disposed of by the Agent and the Agent will deliver a certificate of
disposition thereof to the Corporation and to the Trustee and the Warrant
Agent, as applicable.

     Unregistered Units shall be transferable by delivery.

     Subject to Section 2.12, if the Corporation shall establish pursuant to
Section 2.03 that the Units of a series are to be evidenced by one or more
Global Units, then the Corporation shall execute and the Agent, Warrant Agent
and Trustee shall, in accordance with this Section and Section 2.06,
countersign, authenticate and execute, as appropriate, and deliver one or more
global Unit Certificates that (i) shall evidence all or a portion of the Units
of such series issued in such form and not yet cancelled, (ii) in the case of
Registered Units, shall be registered in the name of the Depositary for such
Units or the nominee of such Depositary, (iii) shall be delivered by the Agent
to the Depositary for such Units or pursuant to such Depositary's instructions
and (iv) in the case of Registered Units, shall bear a legend substantially to
the following effect: "Unless and until it is exchanged in whole or in part for
Units in definitive registered form, this Unit Certificate may not be
transferred except as a whole by the Depositary to the nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such


                                      15


<PAGE>


nominee to a successor Depositary or a nominee of such successor Depositary."
Whenever Global Units of any series are exchanged for Definitive Units of such
series or whenever Definitive Units of any series are exchanged for Global
Units of such series, the Agent shall cause, as applicable: (i) Schedule A of
the Global Debt Security, if any, to be endorsed to reflect any increase or
decrease, as the case may be, in the principal amount of Debt Securities, if
any, that are comprised by Global Units as a result of such exchange, (ii)
Schedule A of the Global Warrant, if any, to be endorsed to reflect any
increase or decrease, as the case may be, in the number of Warrants, if any,
that are comprised by the Global Units as a result of such exchange, (iii)
Schedule A of the Global Purchase Contract, if any, to be endorsed to reflect
any increase or decrease, as the case may be, in the number of Purchase
Contracts, if any, that are comprised by Global Units as a result of such
exchange and (iv) Schedule A of the Global Prepaid Purchase Contract Issued
under the Indenture, if any, to be endorsed to reflect any increase or
decrease, as the case may be, in the number of Prepaid Purchase Contracts
Issued under the Indenture, if any, that are comprised by Global Units as a
result of such exchange, whereupon such number of Global Units shall be
decreased or increased for all purposes by the number so exchanged, as noted.

     All Unit Certificates authenticated, countersigned and executed upon any
registration of transfer or exchange of a Unit Certificate shall evidence the
ownership of the principal amount of Debt Securities, if any, specified on the
face thereof, the number of Warrants, if any, specified on the face thereof and
the number of Prepaid Purchase Contracts Issued under the Indenture, if any,
specified on the face thereof and the rights and obligations of the Holder and
the Corporation under the number of Purchase Contracts, if any, specified on the
face thereof and shall be entitled to the same benefits, and be subject to the
same obligations, under the Indenture, the Warrant Agreement and this Agreement
as the Units evidenced by the Unit Certificate surrendered upon such
registration of transfer or exchange.

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

     No service charge shall be made for any transfer or exchange of a Unit, but
the Corporation and the Agent may require payment from the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Units, other than
any exchanges pursuant to Section 2.09 not involving any transfer.

     Notwithstanding the foregoing, and subject to Section 2.08 of the
Indenture, the Corporation shall not be obligated to execute and deliver to the
Trustee, the Warrant Agent or the Agent, and none of the Trustee, under the
terms of the Indenture, the Warrant Agent, under the terms of the Warrant
Agreement,


                                      16


<PAGE>


or the Agent hereunder shall be obligated to authenticate, countersign or
execute on behalf of the Holder any Unit Certificate presented or surrendered
for registration of transfer or for exchange of any Debt Securities, Prepaid
Purchase Contracts Issued under the Indenture, Warrants or Purchase Contracts
evidenced thereby or any Unit Certificate evidencing a Definitive Unit to be
issued in exchange for interests in Global Units or to reflect any increase or
decrease in a Global Unit, Global Debt Security, Global Warrant, Global
Purchase Contract or Global Prepaid Purchase Contract Issued under the
Indenture (i) during the period beginning any time on or after the opening of
business 15 days before the day of mailing of a notice of redemption or of any
other exercise of any right held by the Corporation with respect to the Unit
(or any Security constituting a part of the Units of such series) and ending at
the close of business on the day of the giving of such notice, (ii) that
evidences or would evidence any such Unit or Security selected or called for
redemption or with respect to which such right has been exercised or (iii) at
any given date, if such date is on or after any date that is after the
Settlement Date or the date of redemption, as applicable, with respect to the
Purchase Contracts, if any, evidenced or to be evidenced by such Unit
Certificate (or at any time on or after the last exercise date with respect to
any Warrant constituting a part of such Unit), except with respect to any
Registered Debt Securities or portions thereof that remain or will remain
Outstanding following such Settlement Date or date of redemption (or such last
exercise date) or (iv) at any other date specified pursuant to Section 2.03.

     Section 2.09. Mutilated, Destroyed, Lost and Stolen Unit Certificates. If
any mutilated Unit Certificate is surrendered to the Agent, the Corporation
shall execute and deliver to the Trustee, the Warrant Agent and/or the Agent, as
appropriate, and the Trustee, the Warrant Agent and/or the Agent shall
authenticate, countersign, execute on behalf of the Holder and deliver, as
appropriate, in exchange therefor new Securities comprised by Units of the same
series, of like tenor, and evidenced by a new Unit Certificate evidencing the
same number of Units and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Corporation and the Trustee, the Warrant
Agent and/or the Agent, as appropriate, (i) evidence to their satisfaction of
the destruction, loss or theft of any Unit 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 Corporation and the
Trustee, the Warrant Agent and/or the Agent, as appropriate, that such Unit
Certificate has been acquired by a bona fide purchaser, the Corporation shall
execute and deliver to the Trustee, the Warrant Agent and/or the Agent, as
appropriate, and the Trustee (in accordance with the provisions of the
Indenture), the Warrant Agent (in accordance with the provisions of the Warrant
Agreement) and/or the Agent (in accordance with the provisions hereof) shall
authenticate, countersign, execute on behalf of the Holder and deliver to the
Holder, as appropriate, in lieu of any such destroyed, lost or stolen Unit
Certificate, new Securities comprised by Units of the same series, of like
tenor, and evidenced by a new Unit Certificate


                                      17


<PAGE>


evidencing the same number of Units and bearing a number not contemporaneously
outstanding.

     Unless otherwise specified pursuant to Section 2.03, notwithstanding the
foregoing, the Corporation shall not be obligated to execute and deliver to the
Trustee, the Warrant Agent or the Agent, and none of the Trustee (under the
Indenture), the Warrant Agent (under the Warrant Agreement), or the Agent shall
be obligated to authenticate, countersign or execute on behalf of the Holder, or
deliver to the Holder, a new Unit Certificate (or any Security constituting a
part of such Unit) (i) during the period beginning any time on or after the
opening of business 15 days before the day of mailing of a notice of redemption
or of any other exercise of any right held by the Corporation with respect to
the Unit (or any Security constituting a part of such Unit) and ending at the
close of business on the day of the giving of such notice, (ii) that evidences
any Unit or Security selected or called for redemption or with respect to which
such right has been exercised, (iii) at any given date, if such date is on or
after the Settlement Date or date of redemption, as applicable, with respect to
any Purchase Contracts evidenced by such Unit Certificate (or at any time on or
after the last exercise date with respect to any Warrant constituting a part of
such Unit), except with respect to any Registered Debt Security or portion
thereof evidenced by such Unit Certificate that remains or will remain
Outstanding following such Settlement Date or date of redemption (or such last
exercise date) or (iv) at any other date specified pursuant to Section 2.03. In
lieu of delivery of a new Unit Certificate, upon satisfaction of the applicable
conditions specified in clauses (i) and (ii) of the preceding paragraph, the
Agent shall deliver or cause to be delivered on the applicable Settlement Date,
redemption date or exercise date (i) in respect of Purchase Contracts, Warrants
or Debt Securities constituting a part of the Units evidenced by such Unit
Certificate that are selected or called for redemption, the redemption price of
such Purchase Contracts, Warrants or Debt Securities or (ii) in respect of
Purchase Contracts or Warrants constituting a part of the Units evidenced by
such Unit Certificate with respect to which a Cash Settlement or Debt Security
Settlement (or any equivalent manner of settlement) has taken place, (x) the
Purchase Contract Property or Warrant Property (or cash value thereof), purchase
price, cash settlement value, Settlement Amount or other amount, as the case may
be, deliverable with respect to such Purchase Contracts or Warrants (and, in the
case of an effective Cash Settlement (or any equivalent manner of settlement),
the related Debt Securities) or (y) if a Purchase Contract Default or any
default under the Warrant Agreement or Warrant has occurred by virtue of the
Corporation's having failed to deliver the Purchase Contract Property or Warrant
Property (or cash value thereof), purchase price, cash settlement value,
Settlement Amount or other amount, as the case may be, deliverable against
tender by the Agent of the purchase price, Purchase Contract Property (or the
cash value thereof) or other Settlement Amount, exercise price or other amount,
as the case may be, such purchase price, Purchase Contract Property (or cash
value thereof) or Settlement Amount or other amount, if any, received by the
Agent from the Holder in respect of the Settlement of such Purchase Contracts or


                                      18


<PAGE>


exercise of such Warrants or in respect of principal with respect to the
related Debt Securities received by the Agent.

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

     Every new Unit Certificate executed pursuant to this Section in lieu of any
destroyed, lost or stolen Unit Certificate shall constitute an original
additional contractual obligation of the Corporation and of the Holder (with
respect to any Purchase Contracts constituting a part of the Units evidenced
thereby), whether or not the destroyed, lost or stolen Unit Certificate (and the
Securities evidenced thereby) shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Unit Certificates delivered hereunder.

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

     Section 2.10. Persons Deemed Owners. Prior to due presentment of a Unit
Certificate of any series for registration of transfer, the Corporation, the
Trustee, the Warrant Agent, the Collateral Agent and the Agent, as appropriate,
and any agent of the Corporation, the Trustee, the Warrant Agent, the Collateral
Agent or the Agent, as appropriate, may treat the Person in whose name any
Registered Security evidenced by such Unit Certificate is registered and, with
respect to any Unregistered Security constituting a part of the Units evidenced
by such Unit Certificate, the bearer thereof, as the owner of the Units
evidenced thereby for all purposes whatsoever, whether or not payment with
respect to any Security constituting a part of the Units evidenced thereby shall
be overdue and notwithstanding any notice to the contrary. None of the
Corporation, the Trustee, the Warrant Agent, the Agent, the Collateral Agent or
any agent of the Corporation, the Trustee, the Warrant Agent, the Collateral
Agent or the Agent shall be affected by notice to the contrary.

     Section 2.11. Cancellation. Subject to Section 3.07, all Unit Certificates
surrendered for payment, and all Unit Certificates surrendered for redemption of
any Debt Securities, Prepaid Purchase Contracts Issued under the Indenture or
Purchase Contracts evidenced thereby, exercise of any Warrants evidenced
thereby, termination or settlement of any Purchase Contracts evidenced thereby,
delivery of Purchase Contract Property or registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, the Warrant Agent or
the Agent, as appropriate, be delivered to the Trustee, the Warrant Agent and/or
the Agent, as appropriate, and, if not already cancelled, any Debt Securities,
Prepaid Purchase Contracts Issued under the Indenture, Warrants or Purchase


                                      19


<PAGE>


Contracts evidenced by such Units shall be promptly cancelled by the Trustee,
the Warrant Agent and/or the Agent, as appropriate. The Corporation may at any
time deliver to the Trustee, the Warrant Agent and/or the Agent, as
appropriate, for cancellation any Unit Certificates previously authenticated,
countersigned, executed and delivered hereunder, under the Warrant Agreement
and under the Indenture, which the Corporation may have acquired in any manner
whatsoever, and all Unit Certificates so delivered shall, upon Issuer Order of
the Corporation, be promptly cancelled by the Trustee, Warrant Agent and/or the
Agent, as appropriate. No Unit Certificates shall be authenticated,
countersigned and executed in lieu of or in exchange for any Unit Certificates
cancelled as provided in this Section, except as permitted by this Agreement.
All cancelled Unit Certificates held by the Agent shall be disposed of in
accordance with its customary procedures and a certificate of their disposition
shall be delivered by the Agent to the Corporation, unless by Issuer Order the
Corporation shall direct that cancelled Unit Certificates be returned to it.

     If the Corporation or any Affiliate of the Corporation shall acquire any
Unit Certificate, such acquisition shall not operate as a cancellation of such
Unit Certificate unless and until such Unit Certificate is delivered to the
Trustee, the Warrant Agent and/or the Agent, as appropriate, for the purpose of
cancellation.

     Section 2.12. Exchange of Global Units and Definitive Units. In the case of
Registered Units, Holders of Global Units of any series shall receive Definitive
Units of such series in exchange for interests in such Global Units if DTC
notifies the Corporation that it is unwilling or unable to continue as
Depositary with respect to the Global Units of such series or if at any time it
ceases to be a clearing agency under the Exchange Act, and a successor
Depositary registered as a clearing agency under the Exchange Act is not
appointed by the Corporation within 90 days after receipt of such notice or
after it becomes aware that DTC has ceased to be such a clearing agency.

     If so provided pursuant to Section 2.03, interests in such Global Units may
also be transferred or exchanged for Definitive Units upon the request of the
Depositary to the Trustee, the Warrant Agent and/or the Agent, as appropriate,
to authenticate, countersign and execute, as the case may be, Unit Certificates
representing Definitive Units (such request being referred to herein as an
"Optional Definitive Unit Request").

     Definitive Units exchanged for interests in Global Units pursuant to this
Section 2.12 shall be denominated in the amounts and registered in the name of
such Person or Persons as the Depositary shall instruct the Agent, the Warrant
Agent and the Trustee, as appropriate.

     Whenever Global Units are exchanged for Definitive Units, the Agent shall
cause Schedule A of the Global Unit to be endorsed to reflect any decrease in
the Global Units as a result of such exchange, whereupon the Global Unit


                                      20


<PAGE>


Certificate or Certificates shall be canceled and disposed of in accordance with
Section 2.11.

     If so specified pursuant to Section 2.03, Holders of Definitive Units may
transfer or exchange such Definitive Units for interests in Global Units by
depositing the Unit Certificates evidencing such Definitive Units with the Agent
and requesting the Agent, the Warrant Agent and the Trustee, as appropriate, to
effect such exchange. The Agent shall notify the Depositary of any such exchange
and, upon delivery to the Agent, the Warrant Agent and the Trustee, as
appropriate, of the Unit Certificates evidencing the Definitive Units to be so
transferred or exchanged, the Agent shall take all actions required with respect
to any Global Securities evidenced by such Global Units and Unit Certificates
evidencing the remaining Definitive Units, if any, will be issued in accordance
with Section 2.08.


                                   ARTICLE 3
                 THE PURCHASE CONTRACTS; SETTLEMENT OF WARRANTS

     Section 3.01. Form and Execution of Purchase Contracts; Temporary Purchase
Contracts. (a) Purchase Contracts of each series shall be substantially in the
forms attached as Exhibit A, as appropriate, or in such form (not inconsistent
with this Agreement) as shall be established by or pursuant to one or more Board
Resolutions (as set forth in a Board Resolution or, to the extent established
pursuant to rather than set forth in a Board Resolution, an Officer's
Certificate detailing such establishment, in each case, which may be included in
any Board Resolution or Officer's Certificate made pursuant to this Agreement)
or in one or more agreements supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement. The Purchase Contracts may have
imprinted or otherwise reproduced thereon such letters, numbers or other marks
of identification or designation and such legends or endorsements as the
officers of the Corporation executing the same may approve (execution thereof to
be conclusive evidence of such approval) and that are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto, or with any rule or
regulation of any SRO on which the Purchase Contracts of such series may be
listed or quoted, or of any securities depository, or to conform to general
usage. Purchase Contracts shall be signed on behalf of the Corporation by the
chairman of the Board of Directors, the president, the chief financial officer,
the chief strategic and administrative officer, the chief legal officer, the
treasurer or any assistant treasurer of the Corporation or any other person
authorized by the Board of Directors to execute Purchase Contracts, which
signature may or may not be attested by the secretary or an assistant secretary
of the Corporation. The signature of any of such officers may be either manual
or facsimile. Typographical and other minor errors or defects in any such
signature shall not


                                      21


<PAGE>


affect the validity or enforceability of any Purchase Contract that has been
duly countersigned and delivered by the Agent.

     (b) In case any officer of the Corporation who shall have signed a Purchase
Contract, either manually or by facsimile signature, shall cease to be such
officer before such Purchase Contract shall have been countersigned and
delivered by the Agent to the Corporation or delivered by the Corporation, such
Purchase Contract nevertheless may be countersigned and delivered as though the
person who signed such Purchase Contract had not ceased to be such officer of
the Corporation; and a Purchase Contract may be signed on behalf of the
Corporation by any person who, at the actual date of the execution of such
Purchase Contract, shall be a proper officer of the Corporation to sign such
Purchase Contract, although at the date of the execution of this Agreement any
such person was not such officer.

     (c) Pending the preparation of final Purchase Contracts of any series, the
Corporation may execute and the Agent shall countersign and deliver temporary
Purchase Contracts (printed, lithographed, typewritten or otherwise produced, in
each case in form satisfactory to the Agent). Such temporary Purchase Contracts
shall be issuable substantially in the form of the final Purchase Contracts but
with such omissions, insertions and variations as may be appropriate for
temporary Purchase Contracts, all as may be determined by the Corporation with
the concurrence of the Agent. Such temporary Purchase Contracts may contain such
reference to any provisions of this Agreement as may be appropriate. Every such
temporary Purchase Contract shall be executed by the Corporation and shall be
countersigned by the Agent upon the same conditions and in substantially the
same manner, and with like effect, as the final Purchase Contracts. Without
unreasonable delay, the Corporation shall execute and shall furnish final
Purchase Contracts and thereupon such temporary Purchase Contracts may be
surrendered in exchange therefor without charge, and the Agent shall countersign
and deliver in exchange for such temporary Purchase Contracts final Purchase
Contracts evidencing a like aggregate number of Purchase Contracts of the same
series and of like tenor as those evidenced by such temporary Purchase
Contracts. Until so exchanged, such temporary Purchase Contracts shall be
entitled to the same benefits under this Agreement as final Purchase Contracts.

     Section 3.02. Number Unlimited Issuable in Series. (a) The aggregate number
of Purchase Contracts that may be delivered under this Agreement is unlimited.

     (b) The Purchase Contracts may be issued in one or more series. There shall
be established in or pursuant to one or more Board Resolutions (and to the
extent established pursuant to rather than set forth in a Board Resolution, in
an Officer's Certificate detailing such establishment) or established in one or
more agreements supplemental hereto, prior to the initial issuance of Purchase
Contracts of such series:


                                      22


<PAGE>


          (i) the designation of the Purchase Contracts of the series, which
     shall distinguish the Purchase Contracts of the series from the Purchase
     Contracts of all other series;

          (ii) any limit upon the aggregate number of the Purchase Contracts of
     the series that may be countersigned and delivered under this Agreement
     (disregarding any Purchase Contracts countersigned and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Purchase Contracts of the series);

          (iii) the specific property (the "Purchase Contract Property") used
     to determine the amount payable upon settlement of the Purchase Contracts
     of the series, and the amount of such property (or the method for
     determining the same);

          (iv) whether the Purchase Contracts of the series provide for the
     purchase by the Corporation and the sale by the Holder or the sale by the
     Corporation and the purchase by the Holder of the Purchase Contract
     Property;

          (v) in the case of Purchase Contracts that obligate the Corporation
     to sell, and the Holder to purchase, Purchase Contract Property, the
     Purchase Price at which and, if other than U.S. dollars, the coin or
     currency with which the Purchase Contract Property is to be purchased by
     the Holder upon settlement of the Purchase Contracts of the series (or the
     method for determining the same) and whether the Purchase Price for such
     Purchase Contracts may be paid in cash or by the exchange of any other
     security of the Corporation, or both, or otherwise, and the time at which
     such Purchase Price shall be paid (if different from the settlement date);

          (vi) in the case of Purchase Contracts that obligate the Corporation
     to purchase, and the Holders to sell, Purchase Contract Property, the
     Settlement Amount for the Purchase Contracts of the series (or the method
     for determining the same) and, if other than U.S. dollars, the coin or
     currency in which such Settlement Amount is to be paid;

          (vii) whether the settlement of the Purchase Contracts of the series
     is to be in cash or by delivery of the Purchase Contract Property, or
     otherwise, and the method of settlement of the Purchase Contracts of the
     series;

          (viii) the specific date or dates on which the Purchase Contracts
     will be settled, whether the settlement may be accelerated by the
     Corporation or the Holders thereof and, if so, the initial accelerated
     settlement date, the minimum number of Purchase Contracts that may be
     accelerated and the minimum number of Purchase Contracts greater than


                                      23


<PAGE>

     zero that must remain Outstanding immediately following such acceleration;

          (ix) whether the Purchase Contracts of the series will be in
     registered form ("Registered Purchase Contracts") or bearer form ("Bearer
     Purchase Contracts") or both;

          (x) whether any Purchase Contracts of the series will be issued in
     global form or definitive form or both, and whether and on what terms (if
     different from those set forth herein) Purchase Contracts in one form may
     be converted into or exchanged for Purchase Contracts in the other form;

          (xi) any agents, depositaries, authenticating or paying agents,
     transfer agents or registrars or any determination or calculation agents
     or other agents with respect to Purchase Contracts of the series;

          (xii) whether and on what terms the Purchase Contracts of the series
     may be separated from the other components of the Units of which the
     Purchase Contracts are a component;

          (xiii) whether the Purchase Contracts of such series will be subject
     to redemption by the Corporation and, if so, the initial redemption date,
     the minimum number of Purchase Contracts that may be redeemed and the
     minimum number of Purchase Contracts greater than zero that must remain
     Outstanding immediately following such redemption; and

          (xiv) any other terms of the Purchase Contracts of the series (which
     terms shall not be inconsistent with the provisions of this Agreement).

     (c) All Purchase Contracts of any one series shall be substantially
identical, except as may otherwise be provided by or pursuant to the Board
Resolution or Officer's Certificate referred to above or as set forth in any
such agreement supplemental hereto. All Purchase Contracts of any one series
need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Agreement, if so provided by or pursuant to
such Board Resolution, such Officer's Certificate or in any such agreement
supplemental hereto.

     Section 3.03. Countersignature, Execution on Behalf of Holder and Delivery
of Purchase Contracts. (a) The Corporation may deliver Purchase Contracts of any
series executed by the Corporation to the Agent for countersignature and
execution on behalf of the Holders, together with the applicable documents
referred to below in this Section, and the Agent shall thereupon countersign,
execute on behalf of the Holders and deliver such Purchase Contracts to or upon
the order of the Corporation (contained in the


                                       24


<PAGE>


Issuer Order referred to below in this Section) or pursuant to such procedures
acceptable to the Agent as may be specified from time to time by an Issuer
Order. If provided for in such procedures, such Issuer Order may authorize
countersignature, execution on behalf of the Holders and delivery pursuant to
oral instructions from the Corporation or its duly authorized agent, which
instructions shall be promptly confirmed in writing. In countersigning such
Purchase Contracts, executing such Purchase Contracts on behalf of the Holders
and accepting the responsibilities under this Agreement in relation to the
Purchase Contracts, the Agent shall be entitled to receive (in the case of
subparagraphs (ii), (iii) and (iv) below only at or before the time of the first
request of the Corporation to the Agent to countersign and execute on behalf of
the Holders Purchase Contracts in a particular form) and shall be fully
protected in relying upon, unless and until such documents have been superseded
or revoked:

               (i) an Issuer Order requesting such countersignature and
         execution and setting forth delivery instructions if the Purchase
         Contracts are not to be delivered to the Corporation;

               (ii) any Board Resolution, Officer's Certificate and/or executed
         supplemental agreement pursuant to which the forms and terms of the
         Purchase Contracts were established;

               (iii) an Officer's Certificate setting forth the forms and terms
         of the Purchase Contracts, stating that the form or forms and terms of
         such Purchase Contracts have been established pursuant to Sections
         3.01 and 3.02 and comply with this Agreement, and covering such other
         matters as the Agent may reasonably request; and

               (iv) At the option of the Corporation, either an Opinion of
         Counsel or a letter addressed to the Agent permitting it to rely on an
         Opinion of Counsel, substantially to the effect that:

                      (A) the forms of the Purchase Contracts have been duly
               authorized and established in conformity with the provisions of
               this Agreement;

                      (B) the terms of the Purchase Contracts have been duly
               authorized and established in conformity with the provisions of
               this Agreement and certain terms of the Purchase Contracts have
               been established pursuant to a Board Resolution, an Officer's
               Certificate or a supplemental agreement in accordance with this
               Agreement, and when such other terms as are to be established
               pursuant to procedures set forth in an Issuer Order shall have
               been established, all terms will have been duly authorized by
               the Corporation and will have been established in conformity
               with the provisions of this Agreement; and


                                      25


<PAGE>


                      (C) when the Purchase Contracts have been executed by the
               Corporation and by the Agent on behalf of the Holders and
               countersigned by the Agent in accordance with the provisions of
               this Agreement and delivered to and duly paid for by the
               purchasers thereof, subject to such other conditions as may be
               set forth in such opinion of counsel, they will have been duly
               issued under this Agreement and will be valid and legally
               binding obligations of the Corporation, enforceable in
               accordance with their respective terms, and will be entitled to
               the benefits of this Agreement.

     In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of New York and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Agent), who shall be counsel reasonably
satisfactory to the Agent, in which case the opinion shall state that such
counsel believes he and the Agent are entitled so to rely. Such counsel may also
state that, insofar as such opinion involves factual matters, he has relied, to
the extent he deems proper, upon certificates of officers of the Corporation and
its subsidiaries and certificates of public officials.

     (b) The Agent shall have the right to decline to countersign, execute on
behalf of the Holders and deliver any Purchase Contract under this Section if
the Agent, being advised by counsel, determines that such action may not
lawfully be taken by the Corporation or if the Agent in good faith by its board
of directors or board of trustees determines that such action would expose the
Agent to personal liability to existing registered or beneficial holders of
Purchase Contracts or would affect the Agent's own rights, duties or immunities
under the Purchase Contracts, this Agreement or otherwise.

     (c) If the Corporation shall establish pursuant to Section 3.02 that the
Purchase Contracts of a series are to be evidenced by one or more Global
Purchase Contracts, then unless otherwise agreed between the Corporation and the
Agent the Corporation shall execute and the Agent shall, in accordance with this
Section and the Issuer Order with respect to such series, countersign, execute
on behalf of the Holders and deliver one or more Global Purchase Contracts that
(i) shall evidence all or a portion of the Purchase Contracts of such series
issued in such form and not yet cancelled, (ii) in the case of Registered
Purchase Contracts, shall be registered in the name of the Depositary for such
Purchase Contracts or the nominee of such Depositary, (iii) shall be delivered
by the Agent to such Depositary or pursuant to such Depositary's instructions
and (iv) in the case of Registered Purchase Contracts, shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for


                                      26


<PAGE>


Purchase Contracts in definitive registered form, this Purchase Contract may
not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

     (d) If so required by applicable law, each Depositary for a series of
Registered Purchase Contracts must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

     (e) Each Purchase Contract shall be dated the date of its countersignature.
A Purchase Contract shall not be valid for any purpose, unless and until such
Purchase Contract has been executed by the Agent on behalf of the Holder and
countersigned by the manual signature of an authorized officer of the Agent.
Such countersignature by an authorized officer of the Agent upon any Purchase
Contract executed by the Corporation in accordance with this Agreement shall be
conclusive evidence that the Purchase Contract so countersigned has been duly
delivered and issued hereunder.

     Section 3.04. Further Provisions Relating to Issuance of Purchase
Contracts. Purchase Contracts may be executed by the Corporation and delivered
to the Agent upon the execution of this Agreement or from time to time
thereafter and in connection with exchanges, substitutions and transfers of
Units of any series. Subsequent to the original issuance of the Purchase
Contracts, the Agent shall, subject to the conditions set forth in this Article
and Article Two, countersign and execute on behalf of the Holder Purchase
Contracts issued in exchange or substitution for or upon transfer of Unit
Certificates evidencing one or more previously countersigned and executed
Unsettled Purchase Contracts evidenced by the Unit Certificates to be exchanged,
substituted for or transferred.

     Section 3.05. Purchase of Purchase Contract Property; Optional
Acceleration of Purchase Obligations; Authorization of Agent by Holder;
Transferees Bound. (a) Unless otherwise specified pursuant to Section 3.02,
the Unsettled Purchase Contracts of any series will either (b) obligate the
Holders thereof to purchase, and the Corporation to sell or deliver the
cash value of, Purchase Contract Property or (c) obligate the Corporation
to purchase, and the Holders thereof to sell or deliver the cash value of,
Purchase Contract Property, in each case specified pursuant to Section 3.02
(or a quantity calculated by a method specified pursuant to Section 3.02)
on the Stated Settlement Date at the Purchase Price specified pursuant to
Section 3.02.

     (b) If this Section is specified as applicable pursuant to Section 3.02,
the Corporation may, subject to paragraph (c) of this Section, at its sole
option and in its sole discretion at any time or from time to time (unless
otherwise specified pursuant to Section 3.02) on not less than 30 nor more than
60 days' written notice (an "Acceleration Notice") to the Agent and the Holders,
in the manner


                                      27


<PAGE>


provided in Section 11.05 and Section 11.06, respectively, accelerate the
obligations of the Holders of at least the Minimum Acceleration Amount of
Unsettled Purchase Contracts to purchase or sell, as the case may be, and of
the Corporation to sell or purchase, as the case may be, on any Accelerated
Settlement Date (provided that such Accelerated Settlement Date may not be
prior to the Initial Acceleration Date), the quantity of Purchase Contract
Property specified pursuant to Section 3.02 for each Unsettled Purchase
Contract subject to such acceleration; provided that no such acceleration with
respect to fewer than all Unsettled Purchase Contracts shall (unless otherwise
specified pursuant to Section 3.02) result in fewer than the Minimum Remaining
Amount of Unsettled Purchase Contracts remaining Outstanding after such
Accelerated Settlement Date; and provided further that the Corporation shall
have the right, in its sole discretion, on or before the 10th day prior to such
Accelerated Settlement Date, to rescind any Acceleration Notice by written
notice to the Agent and written notice to the Holders pursuant to Section 11.05
and 11.06 (whereupon all rights and obligations of the Corporation and the
Holders that would have arisen as a result of such Acceleration Notice shall be
of no force and effect), without prejudice to the rights of the Corporation,
including without limitation its rights to deliver an Acceleration Notice in
the future. If fewer than all Unsettled Purchase Contracts of such series are
to be accelerated to a particular Accelerated Settlement Date, the Agent shall
select from among the Unsettled Purchase Contracts such number thereof as are
being accelerated on a pro rata basis, by lot or by such other means reasonably
acceptable to the Agent, with appropriate adjustment being made to prevent the
fractional acceleration of the settlement of Purchase Contracts, such that the
settlement of Purchase Contracts are accelerated only in whole and not in part.

     (c) Each Holder of a Unit, by his acceptance thereof, authorizes and
directs the Agent to enter into, deliver and perform any Purchase Contracts that
are part of such Unit on his behalf, agrees to be bound by the terms and
provisions thereof, covenants and agrees to perform its obligations under the
Purchase Contracts evidenced by such Unit, and consents and agrees to the
provisions hereof. If the provisions of Section 3.06 are applicable to the Units
of any series, each Holder of a Unit of such series, by his acceptance thereof,
further covenants and agrees that, to the extent such Holder is deemed to have
elected to satisfy its obligations under any Purchase Contracts that are part of
such Unit or to pay the exercise price of any Warrants that are part of such
Unit, in either case by effecting a Debt Security Settlement as provided in
Section 3.06, and subject to the terms thereof, redemption payments with respect
to principal of any Debt Securities that are part of such Unit shall be applied
by the Agent in satisfaction of such Holder's obligations under such Purchase
Contract on the applicable Settlement Date or in payment of such exercise price
on the applicable exercise date.

     (d) Upon registration of transfer of a Purchase Contract of any series, the
transferee shall be bound (without the necessity of any other action on the part


                                      28


<PAGE>

of such transferee, except as may be required by the Agent pursuant to this
Article Three) under the terms of this Agreement and such Purchase Contract,
and the transferor shall be released from the obligations under the Purchase
Contract so transferred.

     (e) Each Holder of a Unit of any series, by his acceptance thereof,
authorizes the Agent to execute on his behalf any Purchase Contracts that are
part of such Unit, authorizes and directs the Agent on his behalf to take such
other action (including without limitation any actions required under Article
Five), and covenants and agrees to take such other action as may be necessary or
appropriate, or as may be required by the Agent, to effect the provisions of
this Agreement, the Units and the Purchase Contracts and appoints the Agent as
his attorney in fact for any and all such purposes.

     Section 3.06. Payment of Purchase Price. Unless otherwise specified
pursuant to Section 3.02 (in the case of a Unit of any series consisting of a
Debt Security and a Purchase Contract that obligates the Corporation to sell,
and the Holder to purchase, Purchase Contract Property) or Section 1.03 of the
Warrant Agreement (in the case of a Unit of any series consisting of a Debt
Security and a Warrant that is a "call warrant" (as defined in the Warrant
Agreement)), the Purchase Price for any Purchase Contract Property purchased by
a Holder pursuant to such Purchase Contract shall be payable at the Corporate
Trust Office of the Agent and the exercise price for any Warrant Property
purchased by a Holder pursuant to such Warrant shall be payable at the place or
places specified in or pursuant to the Warrant Agreement:

               (i) at the option of the Holder of the Unit of which such
         Purchase Contract or Warrant is part, after receipt by the Agent, in
         the case of the Purchase Contract, of written notice from the Holder
         not less than 10 days nor more than 20 days prior to the applicable
         Settlement Date or, in the case of the Warrant, after receipt by the
         Warrant Agent of the written exercise notice on the exercise date
         indicating the Holder's choice of cash settlement, by delivery by such
         Holder not later than 11:00 a.m., New York City time, on the Business
         Day immediately preceding the Settlement Date, in the case of the
         Purchase Contract, or on the exercise date, in the case of the
         Warrant, of the Purchase Price or exercise price, as the case may be
         (a "Cash Settlement"), to the Agent, in the case of the Purchase
         Contract, or the Warrant Agent, in the case of Warrant, in immediately
         available funds payable to or upon the order of the Corporation; or

               (ii) by application of any payment received by the Agent
         (whether in its capacity as Agent, Collateral Agent, Trustee or Paying
         Agent) with respect to the principal of any Debt Security included in
         the Unit of which such Purchase Contract or Warrant constitutes a
         part, as provided in paragraph (f) of this Section (a "Debt Security
         Settlement").


                                      29


<PAGE>


     A Holder of such Units who fails to provide notice to the Agent or the
Warrant Agent, as the case may be, as provided above that it will make a Cash
Settlement with respect to the settlement of a Purchase Contract or Warrants, or
a Holder of such Units who provides such notice but does not effect a Cash
Settlement in accordance with the terms of this Section 3.06, will be deemed to
have elected to have the Purchase Price for the Purchase Contract Property, or
the exercise price for the Warrant, paid pursuant to a Debt Security Settlement.

     (b) Notwithstanding paragraph (a) of this Section, in the case of Purchase
Contracts of any series that obligate the Corporation to sell, and the Holders
to purchase, Purchase Contract Property or in the case of Warrants that are
"call warrants", the Corporation shall not be entitled to sell any Purchase
Contract Property or Warrant Property, or receive any payment of the Purchase
Price or exercise price therefor, if the Corporation fails to deliver such
Purchase Contract Property or Warrant Property or the cash value thereof (if
specified pursuant to Section 3.02 or the Warrant Agreement or the applicable
Warrants) against tender by the Agent of payment therefor.

     (c) Unless otherwise specified pursuant to Section 3.02, to be effective,
payment with respect to a Purchase Contract or Warrant pursuant to a Cash
Settlement must be deposited with the Agent or the Warrant Agent by 11:00 a.m.,
New York City time, in the case of the Purchase Contract, on the Business Day
immediately preceding the Settlement Date or, in the case of a Warrant, on the
exercise date and must be made with respect to all (and not fewer than all) of
the Purchase Contracts or Warrants to be settled on such Settlement Date or
exercise date (i) included in the Definitive Units that are registered in the
name of the Person effecting Cash Settlement in the Purchase Contract Register
or Warrant Register, as the case may be, (ii) included in the Global Units that
are beneficially owned by the Person effecting Cash Settlement as specified in
the records of the direct and indirect participants of the Depositary or (iii)
in the case of Purchase Contracts or Warrants included in Unregistered
Definitive Units, owned by the Person effecting Cash Settlement, and, in the
case of (ii) and (iii) above, as certified in writing by such Person, which
certification shall be collected, in the case of (ii) above, on behalf of such
Person by the direct and indirect participants in the Depositary through which
such Person holds interests in the Global Units, and which will be provided to
the Agent or the Warrant Agent, in the case of (iii) above, by such Person or,
in the case of (ii) above, by the Depositary or any direct participant of such
Depositary, at the time payment pursuant to a Cash Settlement is deposited with
the Agent or the Warrant Agent. Any attempted Cash Settlement other than in
accordance with this Section 3.06 shall be deemed to have not been made and any
payments made to the Agent or the Warrant Agent by a Holder not complying with
this Section 3.06 shall be returned by the Agent or the Warrant Agent to such
Holder.

     (d) The Corporation shall not be obligated to deliver any Purchase Contract
Property (or the cash value thereof) with respect to a Purchase Contract of any
series that obligates the Corporation to sell, and the Holder to purchase,


                                      30


<PAGE>


     Purchase Contract Property unless it shall have received payment in full of
the applicable Purchase Price for any Purchase Contract Property to be purchased
thereunder in the manner set forth herein or in any Issuer Order relating to the
issuance of the Purchase Contracts of such series. The Corporation shall not be
obligated to pay the Purchase Price or any other Settlement Amount for any
Purchase Contract Property to be purchased by the Corporation pursuant to any
Purchase Contract that obligates the Corporation to purchase, and the Holder to
sell, Purchase Contract Property unless it shall have received such Purchase
Contract Property (or the cash value thereof) or any other Settlement Amount in
the manner set forth herein or as specified pursuant to Section 3.02.

     (e) In the case of Purchase Contracts that obligate the Corporation to
sell, and the Holders to purchase, Purchase Contract Property or Warrants that
are call warrants evidencing the Holder's right to purchase Warrant Property, in
each case consisting of securities in registered form, the Agent shall cause
such securities deliverable in respect of such Purchase Contracts or Warrants,
as the case may be, to be registered, in the case of Registered Units, in the
name of the Holder of such Units as set forth in the appropriate Securities
Register.

     (f) Unless a Holder of a Unit of any series has pre-paid his obligations or
has effected a Cash Settlement in satisfaction of his obligations under any
Purchase Contracts or Warrants constituting a part of such Unit that obligate
the Holder, or represent the Holder's right, to purchase Purchase Contract
Property or Warrant Property, respectively, any payment with respect to
principal of any Debt Security evidenced by such Unit that is received by the
Agent (whether in its capacity as Agent, Collateral Agent, Trustee or Paying
Agent) in connection with any Debt Security Settlement shall be paid by the
Agent to the Collateral Agent for delivery to the Corporation in satisfaction of
the Holder's obligations under the Global Purchase Contract or Purchase
Contracts or Global Warrant or Warrants constituting a part of such Units. Any
payment that is received by the Agent (whether in its capacity as Agent,
Collateral Agent, Trustee or Paying Agent) with respect to interest on a Debt
Security related to a Purchase Contract or Warrant that has been settled in
accordance with Section 3.06(a)(ii) shall be distributed to the Holders of Units
upon surrender of the appropriate Unit Certificate.

     (g) Except as otherwise specified pursuant to Section 3.02, all payments to
be made by the Holders or by the Agent (whether in its capacity as Agent,
Collateral Agent, Trustee or Paying Agent) shall be made in lawful money of the
United States of America, by certified check or wire transfer in immediately
available funds in accordance with such regulations as the Agent may reasonably
establish consistent with the provisions of this Agreement.

     (h) Any payment of the applicable Purchase Price or exercise price
deposited by a Holder hereunder with respect to a Purchase Contract or Warrant
shall be held by the Agent or Warrant Agent, as the case may be, in custody for
the benefit of the Holder and applied in satisfaction of such Holder's
obligations


                                      31


<PAGE>


under such Purchase Contract or Warrant, or released and delivered to the
Holder upon the failure of the Corporation to satisfy its settlement
obligations against tender by the Agent or Warrant Agent, as the case may be,
of such payment of the applicable Purchase Price or the exercise price.

     Section 3.07. Delivery of Purchase Contract Property or Other Amounts.
Unless otherwise specified pursuant to Section 3.02, (a) in the case of Purchase
Contracts obligating the Corporation to sell, and the Holders to purchase,
Purchase Contract Property or Warrants that are call warrants, upon its receipt
of payment in full of the Purchase Price or exercise price for the Purchase
Contract Property or Warrant Property purchased by any Holder pursuant to the
foregoing provisions of this Article or the Warrant Agreement, the Corporation
shall cause such Purchase Contract Property or Warrant Property to be delivered
to the Holders; and (b) in the case of Purchase Contracts obligating the
Corporation to purchase, and the Holders to sell, Purchase Contract Property or
Warrants that are "put warrants" (as defined in the Warrant Agreement), upon its
receipt of the Purchase Contract Property, Warrant Property, Settlement Amount
or other amount, the Corporation shall cause the Purchase Price, exercise price,
Settlement Amount or other amount, as applicable, to be delivered to the
Holders, provided that in each case such delivery shall be made only upon
delivery to the Agent of the related Unit Certificate.

     Upon receipt of any Unit Certificate, the Agent shall cancel such Unit
Certificate in accordance with Section 2.11 as a result of the delivery referred
to in the preceding paragraph. If any Debt Securities relating to Closed
Purchase Contracts or exercised Warrants constituting a part of Units evidenced
by such Unit Certificate remain Outstanding as a result of Cash Settlement, the
Corporation shall execute and the Trustee shall authenticate and deliver (i) in
the case of Definitive Units, to the Holder thereof, in accordance with the
terms of the Indenture, a new certificate or certificates representing solely
the principal amount of Debt Securities still Outstanding (ii) in the case of
Global Units, if a Global Debt Security not constituting part of a Global Unit
has not previously been issued by the Corporation, a second Global Debt Security
representing Debt Securities still Outstanding that are not part of Units. If a
second Global Debt Security referred to in clause (ii) of the immediately
preceding sentence has already been issued, the Agent shall note thereon an
appropriate increase in the number of Debt Securities represented by such Global
Debt Security.

     Section 3.08. Charges and Taxes. The Corporation shall not be required to
pay any tax or taxes that may be payable with respect to any exchange of or
substitution for a Unit Certificate or Security and the Corporation shall not be
required to issue or deliver such Unit Certificate or such Security unless or
until the Person or Persons requesting the transfer or issuance thereof shall
have paid to the Corporation the amount of such tax or shall have established to
the satisfaction of the Corporation that such tax has been paid. The Agent shall
be under no obligation to pay any such tax.


                                      32


<PAGE>


                                    ARTICLE 4
                                    REMEDIES

     Section 4.01. Acceleration of Obligations. If at any time there shall have
occurred an Event of Default with respect to any Debt Securities constituting a
part of any Units that has resulted in the principal of any Debt Securities
being declared due and payable immediately pursuant to Section 5.1 of the
Indenture, then the Holders of not less than 25% of all Unsettled Purchase
Contracts constituting a part of any Units comprising Debt Securities subject to
such declaration may on behalf of all Holders of such Unsettled Purchase
Contracts by notice in writing to the Corporation and Agent declare the
obligations of such Holders to purchase or sell, as the case may be, and of the
Corporation to sell or purchase, as the case may be, the quantity of Purchase
Contract Property specified pursuant to Section 3.02 under each such Unsettled
Purchase Contract to be accelerated to the date of such declaration and, upon
any such declaration, such obligations shall be so accelerated. The foregoing
provision is subject to the condition that if, at any time prior to settlement
of such Purchase Contracts, the declaration with respect to Debt Securities
referred to in the immediately preceding sentence and its consequences are
rescinded and annulled in accordance with Section 5.1 of the Indenture, the
acceleration of the obligations with respect to Unsettled Purchase Contracts
referred to in the immediately preceding sentence and its consequences may be
annulled and rescinded by vote of the Holders of not less than 25% of all
affected Unsettled Purchase Contracts Outstanding.

     Section 4.02. Unconditional Rights Under Purchase Contracts; Limitation on
Proceedings by Holders. (a) The Holder of any Unit shall have the right, which
is absolute and unconditional, to purchase or sell, as the case may be, Purchase
Contract Property pursuant to such Purchase Contract and to institute suit for
the enforcement of such right, and such right shall not be impaired without the
consent of such Holder.

     (b) No Holder of any Unit shall have any right by virtue of or by availing
itself of any provision of this Agreement to institute any action or proceeding
at law or in equity or in bankruptcy or otherwise upon or under or with respect
to this Agreement, or for the appointment of a trustee, receiver, liquidator,
custodian or other similar official or for any other remedy hereunder, unless
such Holder previously shall have given written notice to the Agent and the
Corporation of a Default and of the continuance thereof and, (i) in the case of
an Event of Default under Debt Securities, Prepaid Purchase Contracts Issued
under the Indenture or the Indenture, the procedures (including notice to the
Trustee and the Corporation) described in Article Five of the Indenture have
been complied with and (ii) in the case of a Purchase Contract Default specified
in clause (ii) of the definition thereof, unless the Holders of not less than
25% of all affected Purchase Contracts comprised by all Units then Outstanding
shall have made written request upon the Agent to institute such action or
proceedings in its own name as Agent hereunder and shall have offered to the
Agent such reasonable indemnity as it may require pursuant to Article Six, and
the Agent for 60 days


                                       33


<PAGE>


after its receipt of such notice, request and offer of indemnity shall have
failed to institute such action or proceedings and no direction inconsistent
with such request shall have been given to the Agent in writing by holders of a
majority of all affected Purchase Contracts constituting parts of Units then
Outstanding. Any Holder of a Unit may then (but only then) seek to enforce the
performance of the covenant or agreement with respect to which such Purchase
Contract Default exists; it being intended and expressly covenanted by the
Holder of each Unit with every other Holder and the Agent that no Holder shall
have any right by virtue of or by availing itself of any provision of this
Agreement to affect, disturb or prejudice the rights of any other Holder, or to
obtain or seek to obtain priority over or preference to any other Holder, or to
enforce any right under this Agreement, except in accordance with this Section
or the Indenture and for the equal, ratable and common benefit of all Holders.
For the protection and enforcement of the provisions of this Section, each and
every Holder of a Unit and the Agent shall be entitled to such relief as can be
given either at law or in equity.

     Section 4.03. Restoration of Rights and Remedies. If any Holder of Units
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 Corporation, the Agent, the
Trustee and such Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies the
Corporation, the Agent, the Trustee and such Holder shall continue as though no
such proceeding had been instituted.

     Section 4.04. Rights and Remedies Cumulative. Subject to Section 4.02, and
except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Unit Certificates, no right or remedy
herein conferred upon or reserved to the Holders of Units 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 4.05. Delay or Omission Not Waiver. No delay or omission of any
Holder to exercise any right or remedy accruing upon any Default shall impair
any such right or remedy or constitute a waiver of any such Default or an
acquiescence therein. 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 4.06. Waiver of Past Defaults. The Holders of not less than a
majority of all affected Purchase Contracts at the time Outstanding may on
behalf


                                      34


<PAGE>


of the Holders of all affected Units waive any past Purchase Contract Default
hereunder and its consequences, except, unless theretofore cured (i) a Purchase
Contract Default resulting from the failure of the Corporation to deliver (A) in
the case of Purchase Contracts obligating the Corporation to sell, and the
Holders to purchase, Purchase Contract Property (or the cash value specified
pursuant to Section 3.02), Purchase Contract Property (or the cash value
thereof) against tender of payment therefor or (B) in the case of Purchase
Contracts obligating the Corporation to purchase, and the Holders to sell,
Purchase Contract Property (or the cash value specified pursuant to Section
3.02), the applicable Purchase Price or other Settlement Amount specified
pursuant to Section 3.02 against tender of Purchase Contract Property or other
amount specified pursuant to Section 3.02 therefor or (ii) a Purchase Contract
Default with respect to a covenant or provision hereof which under Article Seven
cannot be modified or amended without approval of the Holder of each affected
Purchase Contract that is a part of an Outstanding Unit of any series. In the
case of any such waiver, the Holders, the Agent and the Corporation shall be
restored to their former positions and rights hereunder, respectively.

     Upon any such waiver, such Purchase Contract Default shall cease to exist,
for every purpose of this Agreement, but no such waiver shall extend to any
subsequent or other Purchase Contract Default or impair any right consequent
thereon unless so expressly therein provided.

     Section 4.07. Undertaking for Costs. All parties to this Agreement agree,
and each Holder of any Unit by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Agreement, or in any suit against
the Agent for any action taken, suffered or omitted by it as Agent, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided that the provisions of this Section shall not
apply to any suit instituted by the Agent, to any suit instituted by any Holder
of Units, or group of Holders, holding in the aggregate more than 10% of the
Outstanding Units, or to any suit instituted by any Holder for enforcement of
the right to purchase or sell Purchase Contract Property under the Purchase
Contracts constituting a part of the Units held by such Holder or to receive
payment of the applicable Purchase Price (or other Settlement Amount that may be
specified pursuant to Section 3.02) with respect thereto.

     Section 4.08. Waiver of Stay or Extension Laws. The Corporation 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, that may affect the covenants or the performance of this
Agreement; and the Corporation (to the extent that it may lawfully do so) each


                                       35


<PAGE>


hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Agent, or the Holders, but will suffer and permit the execution
of every such power as though no such law had been enacted.

     Section 4.09. Agent May File Proofs of Claims. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy or other judicial
proceeding relating to the Corporation or the property of the Corporation or its
creditors, the Agent shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Agent (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Agent, its agents and counsel) and of the
     Holders allowed in such judicial proceeding; and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator or other similar official in any
such proceeding is hereby authorized by each Holder to make such payments to the
Agent, and in the event that the Agent shall consent to the making of such
payments directly to the Holders, to pay to the Agent any amount due to it
hereunder; provided, however, that nothing herein shall be deemed to authorize
the Agent to authorize or consent to or vote for or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Units or the rights of any Holder thereof, or to authorize the
Agent to vote in respect of the claim of any Holder of Units in any such
proceeding.

     Section 4.10. Suits for Enforcement. In case a Purchase Contract Default
has occurred, has not been waived and is continuing, and subject to receipt by
the Agent of the request referred to in Section 4.02 or the direction referred
to in Section 4.11 and the security or indemnity referred to in Section 6.03(f),
the Agent shall have the right to enforce, on behalf of the Holders, the
Purchase Contracts and the covenants and agreements of the Corporation contained
in the Purchase Contracts and in this Agreement with respect to the Purchase
Contracts and to proceed to protect and enforce such rights by appropriate
judicial proceedings to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement of
any such covenant or agreement contained in this Agreement or in the Purchase
Contracts or in aid of the exercise of any power granted in this Agreement or to
enforce any other legal or equitable right vested in the Agent by this Agreement
or by law.

     All rights of action and of asserting claims under this Agreement, or under
the Units or any Securities comprised by the Units, may be enforced by the Agent
without the possession of the Units or any of the Securities comprised by the


                                       36


<PAGE>


Units or the production thereof on any trial or other proceedings relative
thereto, and any such actions or proceedings instituted by the Agent shall be
brought in its own name as agent and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Agent, each
predecessor Agent and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Units or Securities in respect of which
such action was taken.

     Section 4.11. Control by Holders. The Holders of a majority of affected
Outstanding Purchase Contracts constituting a part of any Outstanding Units
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Agent, or exercising any power
conferred on the Agent with respect to such Purchase Contracts by this
Agreement; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Agreement and provided further
that (subject to the provisions of Section 6.01) the Agent shall have the right
to decline to follow any such direction if the Agent, being advised by counsel,
shall determine that the action or proceeding so directed may not lawfully be
taken or if the Agent in good faith by its board of directors or board of
trustees or a committee of its Responsible Officers, shall determine that the
action or proceedings so directed could involve the Agent in personal liability
or if the Agent in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of Units not joining in the giving of
said direction, it being understood that (subject to Section 6.01) the Agent
shall have no duty to ascertain whether or not such actions or forebearances are
unduly prejudicial to such Holders.

     Nothing in this Agreement shall impair the right of the Agent in its
discretion (but subject to Section 4.10) to take any action deemed proper by the
Agent and which is not inconsistent with such direction or directions by
Holders.


                                   ARTICLE 5
                     SECURITY INTERESTS AND COLLATERAL AGENT

     Section 5.01. Granting of Security Interests; Rights and Remedies of
Collateral Agent; Perfection. In order to secure the observance and performance
of the covenants and agreements of the Holders of Purchase Contracts contained
herein and in such Purchase Contracts, unless otherwise specified pursuant to
Section 2.03:

     (a) Effective upon issuance of Units of any series consisting of Debt
Securities and Purchase Contracts, and in order to secure the performance when
due by the Holders thereof of their respective obligations hereunder and under
the Purchase Contracts constituting a part of such Units, the Holders thereof
acting through the Agent, as their attorney-in-fact, shall be deemed to assign
and pledge unto the Collateral Agent, as agent of and for the benefit of the
Corporation, and grant to the Collateral Agent, as agent of and for the benefit
of the Corporation, a


                                       37


<PAGE>


security interest in and to, and a lien upon (the "Pledge"), all of their right,
title and interest in and to (ii) the Pledged Items now or hereafter owned by
such Holder; (iii) all additions to and substitutions for such Pledged Items as
may be permissible, if so specified pursuant to Section 3.02; (iv) all income,
proceeds and collections received or to be received, or derived or to be
derived, now or any time hereafter from or in connection with (i) and (ii)
above, and (v) all powers and rights now owned or hereafter acquired under or
with respect to the Pledged Items (such Pledged Items, additions, substitutions,
proceeds, collections, powers and rights being herein collectively called the
"Collateral"). The Pledge is granted as security only and shall not subject the
Collateral Agent or the Corporation to, or transfer or in any way modify, any
obligation or liability of any Holder with respect to any Pledged Item.

     (b) Prior to or concurrently with the issuance of Global Units of any
series of which Debt Securities and Purchase Contracts constitute a part, the
initial Holders and the Agent shall cause the Debt Securities constituting a
part of such Global Units to be delivered to the Collateral Agent, and
accompanied by an instrument of transfer executed in blank.

     (c) The Collateral Agent shall have all of the rights, remedies and
recourse with respect to the Collateral afforded a secured party by the Uniform
Commercial Code as in effect in the State of New York (whether or not said Code
is in effect in the jurisdiction where the rights and remedies are asserted), in
addition to, and not in limitation of, the other rights, remedies and recourse
(including rights of set off) afforded to the Collateral Agent by this
Agreement.

     (d) Each Holder, to the extent permitted by applicable law, by accepting
Units of any series issued hereunder authorizes the Collateral Agent to file
Uniform Commercial Code financing or continuation statements naming such Holder
as "debtor" (which may be carbon, photographic, photostatic or other
reproductions of this Agreement or of a financing statement relating to this
Agreement) which the Collateral Agent in its sole discretion (but subject to
Section 5.03(f)) may deem necessary or appropriate to further perfect, or
maintain the perfection of the security interests granted hereby.

     Section 5.02. Distribution of Principal and Interest; Release of
Collateral. Unless otherwise specified pursuant to Section 2.03:

     (a) All payments of principal of, or interest on, any Pledged Items
received by the Collateral Agent pursuant to Section 3.06(f) shall be paid by
the Collateral Agent in same day funds no later than 2:00 p.m., New York City
time, on the Business Day such payments are received by the Collateral Agent or,
if received on a day that is not a Business Day or after 12:00 noon, New York
City time, on a Business Day, then such payment shall be made no later than 9:00
a.m., New York City time, on the next succeeding Business Day to the
Corporation, in full satisfaction of the respective obligations of the Holders
of the Units of which such Pledged Items are a part under the Purchase Contracts
forming a part of such


                                       38


<PAGE>


Units. Any such payments in excess of such obligations of the Holders shall be
promptly paid to the Agent to the account designated by it for such purpose. All
such payments received by the Agent as provided herein shall be applied by the
Agent pursuant to the provisions hereof.

     (b) Upon notice to the Collateral Agent by the Agent that one or more
Holders of Units have elected to effect Cash Settlement of their respective
obligations under the Purchase Contracts forming a part of such Units in
accordance with the terms hereof, and that either the Agent has received from
such Holders, and paid to the Corporation, the related amounts pursuant to the
terms of the Purchase Contracts and this Agreement or no such payment is
required, and that all other conditions to such Cash Settlement have been
satisfied, then the Collateral Agent shall release from the Pledge the Pledged
Items relating to such Purchase Contracts.

     Section 5.03. Certain Duties and Responsibilities of the Collateral Agent.
The Collateral Agent accepts its duties and responsibilities hereunder as agent
for the Corporation, on and subject to the following terms and conditions:

     (a) The Collateral Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. No provision of this
Agreement shall be construed to relieve the Collateral Agent from liability for
its own negligent action, its own negligent failure to act, or its own wilful
misconduct, except that

          (i) the duties and obligations of the Collateral Agent with respect
     to the Units shall be determined solely by the express provisions of this
     Agreement and the Collateral Agent shall not be liable except for the
     performance of such duties and obligations as are specifically set forth
     in this Agreement, and no implied covenants or obligations shall be read
     into this Agreement against the Collateral Agent; and

          (ii) in the absence of bad faith on its part, the Collateral Agent
     may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Collateral Agent and conforming
     to the requirements of this Agreement, but in the case of any such
     statements, certificates or opinions that by any provision hereof are
     specifically required to be furnished to the Collateral Agent, the
     Collateral Agent shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Agreement.

     (b) The Collateral Agent shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Collateral Agent, unless it
shall be proved that the Collateral Agent was negligent in ascertaining the
pertinent facts.


                                       39


<PAGE>


     (c) No provision of this Agreement shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

     (e) The Collateral Agent is acting solely as agent for the Corporation
hereunder and owes no fiduciary duties to any Person by virtue of this
Agreement.

     (f) Except as specifically provided herein, the Collateral Agent shall not
be responsible for the validity, sufficiency, collectibility or marketability
of any Collateral given to or held by it hereunder or for the validity or
sufficiency of the lien on the Collateral purported to be created hereby and
shall have no obligation to file any financing or continuation statement with
respect to the Collateral in any public office at any time or time.

     Section 5.04. Knowledge of the Collateral Agent. The Collateral Agent shall
not be deemed to have knowledge of any default by any person under any Purchase
Contract, unless and until a Responsible Officer of the Collateral Agent
assigned to its Corporate Trustee Administration Department shall have actual
knowledge thereof or shall have received written notice thereof from the
Corporation or any Holder.

     Section 5.05. Certain Rights of Collateral Agent. Subject to the
provisions of Section 5.03:

     (a) the Collateral 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, coupon, security or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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

     (c) the Collateral 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 with respect to any action taken, suffered or omitted


                                       40


<PAGE>


by it hereunder in good faith and in reliance thereon in accordance with such
advice or Opinion of Counsel;

     (d) the Collateral 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, consent, order, approval,
appraisal, bond, debenture, note, coupon, security or other paper or document;

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

     (f) the Collateral Agent shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement.

     Section 5.06. Compensation and Reimbursements. The Corporation agrees:

     (a) to pay to the Collateral Agent from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law with regard to the compensation of a
trustee of an express trust),

     (b) except as otherwise expressly provided herein, to reimburse the
Collateral Agent and any predecessor Collateral Agent upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
Collateral Agent in accordance with any provision of this 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

     (c) to indemnify the Collateral Agent and any predecessor Collateral 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 this Agreement and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim of liability in connection with the exercise or
performance of any of its powers or duties hereunder.

     The obligations of the Corporation under this Section to compensate and
indemnify the Collateral Agent and any predecessor Collateral Agent and to pay
or reimburse the Collateral Agent and any predecessor Collateral Agent for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the resignation or removal of such Collateral Agent
or


                                       41


<PAGE>


predecessor Collateral Agent or the termination hereof or of any Purchase
Contract. Such additional indebtedness shall be a senior claim to that of the
Units upon all property and funds held or collected by the Collateral Agent as
such, except funds held in trust for the benefit of the Holders of Units, and
the Units are hereby subordinated to such senior claim.

     Section 5.07. Corporate Collateral Agent Required Eligibility. There shall
at all times be a Collateral 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, having, together with its parent, a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal, State or District of Columbia authority and willing to
act on reasonable terms. If such corporation, or its parent, publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid 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. The Collateral Agent hereunder shall at all times be the
Agent hereunder, the Trustee and a Paying Agent under the Indenture and the
Warrant Agent under the Warrant Agreement, subject to receipt of an Opinion of
Counsel that the same Person is not precluded by law from acting in such
capacities. If at any time the Collateral 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. The
Collateral Agent may appoint one or more sub collateral agents with offices or
agencies in a city or cities outside the United States.

     Section 5.08. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Collateral Agent and no appointment of a successor
Collateral Agent pursuant to this Article shall become effective until the
acceptance of appointment by the successor Collateral Agent in accordance with
the applicable requirements of Section 5.09.

     (b) The Collateral Agent may resign by giving written notice thereof to the
Corporation and the Holders, in accordance with Section 11.05 and Section 11.06,
60 days prior to the effective date of such resignation. The Collateral Agent
may be removed at any time upon 60 days' notice by the filing with it of an
instrument in writing signed on behalf of the Corporation and specifying such
removal and the date when it is intended to become effective. If the instrument
of acceptance by a successor Collateral Agent required by Section 5.09 shall not
have been delivered to the Collateral Agent within 30 days after the giving of
such notice of resignation, the resigning Collateral Agent may petition any
court of competent jurisdiction for the appointment of a successor Collateral
Agent.

     (c) If at any time


                                       42


<PAGE>


          (i) the Collateral Agent shall cease to be eligible under Section
     5.07, or shall cease to be eligible as Agent hereunder, as Trustee under
     the Indenture or as Warrant Agent under the Warrant Agreement, and shall
     fail to resign after written request therefor by the Corporation, or

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

then, in any such case, the Corporation, by Board Resolution or Officer's
Certificate, may remove the Collateral Agent and appoint a successor Collateral
Agent.

     (d) If the Collateral Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Collateral Agent for any
cause, the Corporation, by Board Resolution or Officer's Certificate, shall
promptly appoint a successor Collateral Agent or Collateral Agents (other than
the Corporation) and shall comply with the applicable requirements of Section
5.09.

     (e) The Corporation shall give, or shall cause such successor Collateral
Agent to give, notice of each resignation and each removal of the Collateral
Agent and each appointment of a successor Collateral Agent to all Holders of
Units in accordance with Section 11.06. Each notice shall include the name of
the successor Collateral Agent and the address of its Corporate Trust Office.

     Section 5.09. Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Collateral Agent, every such successor
Collateral Agent so appointed shall execute, acknowledge and deliver to the
Corporation and to the retiring Collateral Agent an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Collateral
Agent shall become effective and such successor Collateral Agent, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, agencies and duties of the retiring Collateral Agent, with like effect
as if originally named as Collateral Agent hereunder; but, on the request of the
Corporation or the successor Collateral Agent, such retiring Collateral Agent
shall, upon payment of all amounts due and payable to it pursuant to Section
5.06, execute and deliver an instrument transferring to such successor
Collateral Agent all the rights and powers of the retiring Collateral Agent and
shall duly assign, transfer and deliver to such successor Collateral Agent all
property and money held by such retiring Collateral Agent hereunder. Any
retiring Collateral Agent shall, nonetheless, retain a prior claim upon all
property or funds held or collected by such Collateral Agent to secure any
amounts then due it pursuant to Section 5.06.


                                       43


<PAGE>


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

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

     (d) Upon acceptance of appointment by any successor Collateral Agent as
provided in this Section, the Corporation shall give notice thereof to the
Holders of Units in accordance with Section 11.06. If the acceptance of
appointment is substantially contemporaneous with the resignation of the
Collateral Agent, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 5.08. If the Corporation fails to
give such notice within ten days after acceptance of appointment by the
successor Collateral Agent, the successor Collateral Agent shall cause such
notice to be given at the expense of the Corporation.

     Section 5.10. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Collateral 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 Collateral Agent shall be a party, or
any corporation succeeding to all or substantially all the agency business of
the Collateral Agent, shall be the successor of the Collateral Agent hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that such corporation shall be otherwise
eligible under this Article.

     Section 5.11. Money Held in Trust. Money held by the Collateral Agent in
trust hereunder need not be segregated from other funds held by the Collateral
Agent, except to the extent required by law. The Collateral Agent shall be under
no obligation to invest or pay interest on any money received by it hereunder,
except as otherwise agreed with the Corporation. Any interest accrued on funds
deposited with the Collateral Agent or any Paying Agent under this Agreement
shall be paid to the Corporation from time to time and the Holders of Units
(whether or not any Purchase Contracts are to be redeemed with such funds) shall
have no claim to any such interest.

                                    ARTICLE 6
                                    THE AGENT

     Section 6.01. Certain Duties and Responsibilities. (a) The Agent
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement.


                                       44


<PAGE>


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

          (i) the duties and obligations of the Agent with respect to the Units
     shall be determined solely by the express provisions of this Agreement and
     the Agent shall not be liable except for the performance of such duties and
     obligations as are specifically set forth in this Agreement, and no implied
     covenants or obligations shall be read into this Agreement against the
     Agent; and

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

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

     (d) The Agent shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in number of affected Outstanding Purchase Contracts
relating to the time, method and place of conducting any proceeding for any
remedy available to the Agent, or exercising any power conferred upon the Agent,
under this Agreement.

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

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

     (g) The Agent is acting solely as agent for the Corporation hereunder and
owes no fiduciary duties to any person by virtue of this Agreement.

     Section 6.02. Notice of Default. Within 90 days after the occurrence of any
Purchase Contract Default of which a Responsible Officer of the Agent


                                       45


<PAGE>


assigned to its Corporate Trustee Administration Department has actual knowledge
(and except with respect to a Purchase Contract Default under the Purchase
Contracts existing on the Settlement Date, in which event, as promptly as
practicable thereafter) the Agent shall provide to all Holders of Units, in the
manner provided in Section 11.06, notice of such Purchase Contract Default
hereunder, unless such Purchase Contract Default shall have been cured or
waived.

     Section 6.03. Certain Rights of Agent. Subject to the provisions of
Section 6.01:

     (a) the 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, coupon,
security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

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

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

     (d) the Agent shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security or other paper or document, but the Agent, in
its discretion, may make reasonable further inquiry or investigation into such
facts or matters related to the issuance of the Debt Securities, Prepaid
Purchase Contracts Issued under the Indenture or Warrants, as the case may be,
and the execution, delivery and performance of the Purchase Contracts as it may
see fit, and, if the Agent shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Corporation, at reasonable times during normal business hours, personally
or by agent or attorney;

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


                                       46


<PAGE>


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

     (g) the Agent shall not be liable for any action taken or omitted by it in
good faith and believed by it to be authorized or within the discretion, rights
or powers conferred upon it by this Agreement; and

     (h) the Agent shall not be charged with notice or knowledge of a Purchase
Contract Default unless a Responsible Officer of the Agent assigned to its
Corporate Trustee Administration Department shall have actual knowledge thereof.

     Section 6.04. Not Responsible for Recitals or Issuance of Units. The
recitals contained herein, in the Indenture, in the Warrant Agreement and in the
Units, except the Trustee's, Warrant Agent's and Agent's certificates of
authentication or countersignature, shall be taken as the statements of the
Corporation, and none of the Trustee, Agent, the Warrant Agent or any
Authenticating Agent assumes any responsibility for their correctness. The Agent
makes no representations as to the validity or sufficiency of this Agreement or
of the Units. None of the Trustee, Agent, the Warrant Agent or any
Authenticating Agent shall be accountable for the use or application by the
Corporation of the proceeds with respect to Units or be responsible for
exercising any remedy hereunder on behalf of the Holders, except as expressly
provided in this Agreement.

     Section 6.05. May Hold Units. The Agent, the Collateral Agent, the Trustee,
the Warrant Agent, any Authenticating Agent, any Purchase Contract Registrar or
any other agent of the Corporation, the Trustee, the Warrant Agent, or the
Agent, in its individual or any other capacity, may become the owner or pledgee
of Units and may otherwise deal with the Corporation and receive, collect, hold
and retain collections from the Corporation with the same rights it would have
if it were not Authenticating Agent, Purchase Contract Registrar or such other
agent, the Trustee, the Warrant Agent, the Collateral Agent or the Agent.

     Section 6.06. Money Held in Trust. Money held by the Agent in trust
hereunder need not be segregated from other funds held by the Agent, except to
the extent required by law. The Agent shall be under no obligation to invest or
pay interest on any money received by it hereunder, except as otherwise agreed
with the Corporation. Any interest accrued on funds deposited with the Agent or
any Paying Agent under this Agreement shall be paid to the Corporation from time
to time and the Holders of Units (whether or not any Purchase Contracts are to
be redeemed with such funds) shall have no claim to any such interest.


                                       47


<PAGE>


     Section 6.07. Compensation and Reimbursement. The Corporation agrees:

     (a) to pay to the Agent from time to time reasonable compensation for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law with regard to the compensation of a trustee of an express
trust);

     (b) except as otherwise expressly provided herein, to reimburse the Agent
and any predecessor Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Agent in accordance with any
provision of this Agreement (including the reasonable compensation and the
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

     (c) to indemnify the Agent and any predecessor 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 this Agreement and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

     The obligations of the Corporation under this Section to compensate and
indemnify the Agent and any predecessor Agent and to pay or reimburse the Agent
and any predecessor Agent for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the resignation
or removal of such Agent or predecessor Agent or the termination hereof or any
Purchase Contract. Such additional indebtedness shall be a senior claim to that
of the Units upon all property and funds held or collected by the Agent as such,
except funds held in trust for the benefit of the Holders of particular Units,
and the Units are hereby subordinated to such senior claim.

     Section 6.08. Corporate Agent Required: Eligibility. There shall at all
times be an Agent hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, having, together with its parent, a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by
Federal, State or District of Columbia authority and willing to act on
reasonable terms. If such corporation, or its parent, publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid 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. The Agent hereunder shall at all times be the Collateral
Agent hereunder, the Trustee under the Indenture and the Warrant Agent under the
Warrant Agreement, subject to receipt of an Opinion of Counsel that the same
Person is precluded by law from acting in


                                       48


<PAGE>


such capacities. If at any time the Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. The Agent
may appoint one or more sub-agents with offices or agencies in a city or cities
outside the United States.

     Section 6.09. Resignation and Removal: Appointment of Successor. (a) No
resignation or removal of the Agent and no appointment of a successor Agent
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Agent in accordance with the applicable
requirements of Section 6.10.

     (b) The Agent may resign by giving written notice thereof to the
Corporation and the Holders, in accordance with Section 11.05 and Section 11.06,
60 days prior to the effective date of such resignation. The Agent may be
removed at any time upon 60 days' notice by the filing with it of an instrument
in writing signed on behalf of the Corporation and specifying such removal and
the date when it is intended to become effective. If the instrument of
acceptance by a successor Agent required by Section 6.10 shall not have been
delivered to the Agent within 30 days after the giving of such notice of
resignation, the resigning Agent may petition any court of competent
jurisdiction for the appointment of a successor Agent.

     (c) If at any time

          (i) the Agent shall cease to be eligible under Section 6.08, or shall
     cease to be eligible as Collateral Agent hereunder, Trustee under the
     Indenture or as Warrant Agent under the Warrant Agreement, and shall fail
     to resign after written request therefor by the Corporation or by any
     Holder, or

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

then, in any such case, (A) the Corporation, by Board Resolution or Officer's
Certificate, may remove the Agent and appoint a successor Agent, or (B) any
Holder who has been a bona fide Holder of a Unit for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Agent and the appointment of a
successor Agent or Agents. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, remove the Agent and appoint a successor
Agent.

     (d) If the Agent shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Agent for any cause, the Corporation,


                                       49


<PAGE>


by Board Resolution, shall promptly appoint a successor Agent or Agents (other
than the Corporation) and shall comply with the applicable requirements of
Section 6.10. If no successor Agent shall have been so appointed by the
Corporation and accepted appointment in the manner required by Section 6.10, any
Holder who has been a bona fide Holder of a Unit for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Agent.

     (e) The Corporation shall give, or shall cause such successor Agent to
give, notice of each resignation and each removal of the Agent and each
appointment of a successor Agent to all Holders of Units in accordance with
Section 11.06. Each notice shall include the name of the successor Agent and the
address of its Corporate Trust Office.

     Section 6.10. Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Agent, every such successor Agent so
appointed shall execute, acknowledge and deliver to the Corporation and to the
retiring Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Agent shall become effective and such
successor Agent, without any further act, deed or conveyance, shall become
vested with all the rights, powers, agencies and duties of the retiring Agent,
with like effect as if originally named as Agent hereunder; but, on the request
of the Corporation or the successor Agent, such retiring Agent shall, upon
payment of all amounts due and payable to it pursuant to Section 6.07, execute
and deliver an instrument transferring to such successor Agent all the rights
and powers of the retiring Agent and shall duly assign, transfer and deliver to
such successor Agent all property and money held by such retiring Agent
hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all
property or funds held or collected by such Agent to secure any amounts then due
it pursuant to Section 6.07.

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

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

     (d) Upon acceptance of appointment by any successor Agent as provided in
this Section, the Corporation shall give notice thereof to the Holders of Units
in accordance with Section 11.06. If the acceptance of appointment is
substantially contemporaneous with the resignation of the Agent, then the notice
called for by the preceding sentence may be combined with the notice called for
by Section 6.09. If the Corporation fails to give such notice within ten days
after acceptance of appointment by the successor Agent, the successor Agent
shall cause such notice to be given at the expense of the Corporation.


                                       50


<PAGE>


     Section 6.11. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any corporation succeeding
to all or substantially all the agency business of the Agent, shall be the
successor of the Agent hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that such
corporation shall be otherwise eligible under this Article. In case any Purchase
Contracts shall have been countersigned and executed, but not delivered, by the
Agent then in office, any successor by merger, conversion or consolidation to
such Agent may adopt such countersignature and execution and deliver the
Purchase Contracts so countersigned and executed with the same effect as if such
successor Agent had itself countersigned and executed such Purchase Contracts.

     Section 6.12. Appointment of Authenticating Agent. At any time when any of
the Units remain Outstanding the Agent may, by an instrument in writing, appoint
an Authenticating Agent or Agents with respect to the Purchase Contracts to be
authorized to act on behalf of the Agent to countersign, execute and deliver the
Purchase Contracts issued upon exchange, registration of transfer or pursuant to
Section 2.09 and Purchase Contracts so countersigned, executed and delivered
shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if countersigned by the Agent hereunder. Wherever
reference is made in this Agreement to the countersignature, execution and
delivery of Purchase Contracts by the Agent or the Agent's countersignature or
execution, such references shall be deemed to include countersignature,
execution and delivery on behalf of the Agent by an Authenticating Agent and a
countersignature and execution executed on behalf of the Agent by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Corporation and shall at all times 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 act as Authenticating Agent,
subject to supervision or examination by Federal or State or District of
Columbia authority and having, together with its parent, a combined capital and
surplus of not less than $50,000,000. If such Authenticating Agent, or its
parent, publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
Authenticating Agent 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 an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section. The Agent may also
appoint one or more Authenticating Agents with offices or agencies in a city or
cities outside the United States.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from


                                       51


<PAGE>


any merger, conversion or consolidation to which such Authenticating Agent shall
be a party, or any corporation succeeding to all or substantially all the agency
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, without the execution or filing of any paper or any further act on the
part of the Agent or the Authenticating Agent, provided that such corporation
shall be otherwise eligible under this Section.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Agent and to the Corporation. The Agent may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Corporation. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Agent may appoint a successor Authenticating
Agent which shall be acceptable to the Corporation and shall provide written
notice of such appointment to all Holders of Units in the manner and to the
extent provided in Section 11.06. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section. No
Authenticating Agent shall have any responsibility or liability for any action
taken by it as such at the direction of the Agent.

     The provisions of Sections 2.10, 6.04 and 6.05 shall be applicable to each
Authenticating Agent.

     Pursuant to each appointment made under this Section, the Purchase
Contracts covered by such appointment may have endorsed thereon, in addition to
the form of Agent's countersignature and execution of the Purchase Contracts
evidenced thereby, an alternative countersignature and execution of the Purchase
Contracts contained therein in the following forms:


                                       52
<PAGE>


                                    JPMORGAN CHASE BANK, as Agent,
                                       as attorney in fact of the Holder hereof


                                    By [NAME OF AUTHENTICATING AGENT],
                                       as Authenticating Agent


                                    By:
                                       ----------------------------------------
                                           [Authorized Officer]
                                           Title:

                                    Countersigned

                                    JPMORGAN CHASE BANK, as Agent

                                    By [NAME OF AUTHENTICATING AGENT],
                                       as Authenticating Agent

                                    By:
                                       ----------------------------------------
                                           [Authorized Officer]
                                           Title:


     Section 6.13. Corporation to Furnish Agent Names and Addresses of Holders.
The Corporation will furnish or cause to be furnished to the Agent

     (a) not later than 15 days after each Regular Record Date in each year, a
list, in such form as the Agent may reasonably require, of the names and
addresses of the Holders of Registered Units as of such Regular Record Date, and

     (b) at such other times as the Agent may request in writing, within 30 days
after the receipt by the Corporation of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is
furnished;

provided that no such list need be furnished if the Agent shall be the Purchase
Contract Registrar, the registrar under the Warrant Agreement and the registrar
under the Indenture.

     Section 6.14. Preservation of Information; Communications to Holders. The
Agent shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Registered Units contained in the most recent
list furnished to the Agent as provided in Section 6.13 and the names and
addresses of Holders of Registered Units received by the Agent in its capacity
as Purchase Contract Registrar, the registrar under the Warrant Agreement and
the


                                       53


<PAGE>


registrar under the Indenture. The Agent may destroy any list furnished to it as
provided in Section 6.13 upon receipt of a new list so furnished.

     (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Agent, and furnish to the Agent reasonable proof that each such
applicant has owned a Unit for a period of at least six months preceding the
date of such application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights under this
Agreement or under the Units and is accompanied by a copy of the form of proxy
or other communication that such applicants propose to transmit, then the Agent
shall, within five Business Days after the receipt of such application, at its
election either (i) afford such applicants access to the information preserved
at the time by the Agent in accordance with Section 6.14(a) or (ii) inform such
applicants as to the approximate number of Holders whose names and addresses
appear in the information preserved at the time by the Agent, and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

     If the Agent shall elect not to afford such applicants access to such
information, the Agent shall, upon the written request of such applicants, mail
to each Holder whose name and address appears in the information preserved at
the time by the Agent, a copy of the form of proxy or other communication that
is specified in such application, with reasonable promptness after a tender to
the Agent of the material to be mailed and of payment, or provision for payment,
of the reasonable expenses of mailing, unless within five days after such
tender, the Agent shall mail to such applicants a written statement to the
effect that in the opinion of the Agent, such mailing would be contrary to the
best interests of the Holders or would be in violation of applicable law.
Thereafter, the Agent shall be relieved of any obligation or duty to such
applicants with respect to their application.

     (c) Every Holder of Units, by his acceptance thereof, agrees with the
Corporation and the Agent that neither the Corporation nor the Agent nor any
agent of any of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with Section 6.14(b), regardless of the source from which such information was
derived, and that the Agent shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 6.14(b).

     Section 6.15. No Obligation of Holder. Except to the extent otherwise
provided in this Agreement, the Agent assumes no obligations and shall not be
subject to any liability under this Agreement or any Purchase Contract with
respect to the obligations of the Holder of a Unit thereunder. The Corporation
agrees, and each Holder of a Unit Certificate, by his acceptance thereof, shall
be deemed to have agreed, that the Agent's execution of the Purchase Contracts
evidenced by the Unit Certificates shall be solely as agent and attorney in fact
for


                                       54


<PAGE>


the Holders, and that the Agent shall have no obligation to perform such
Purchase Contracts on behalf of the Holders, except to the extent provided in
this Article.

     Section 6.16. Tax Compliance. (a) The Agent, on its own behalf and on
behalf of the Corporation, will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable United States, federal and New York State tax
laws, regulations or administrative practice (b) with respect to payments on, or
transfer or redemption of the Debt Securities, the Prepaid Purchase Contracts
Issued under the Indenture, the Warrants or the Purchase Contracts or (c) if
specifically instructed by the Corporation, with respect to the issuance,
delivery, holding, or exercise of rights (other than by payment, transfer or
redemption) under the Debt Securities, the Prepaid Purchase Contracts Issued
under the Indenture, the Warrants or the Purchase Contracts. Such compliance
shall include, without limitation, the preparation and timely filing of required
returns with respect to, and the timely payment of, all amounts required to be
withheld to the appropriate taxing authority or its designated agent. The
Corporation will provide to the Agent such information as it may reasonably
request in order to comply with this Section.

     (b) The Agent shall comply with any direction received from the Corporation
with respect to the application of such requirements to particular payments or
holders or in other particular circumstances, and may for purposes of this
Agreement rely on any such direction in accordance with the provisions of
Section 6.01(b)(ii) hereof.

     (c) The Agent shall maintain all appropriate records documenting compliance
with such requirements, and shall make such records available on request at
reasonable times during normal business hours to the Corporation or to their
authorized representatives duly authorized in writing.

     (d) Unless otherwise specified pursuant to Section 2.03, the portion of the
issue price of any Units of any series consisting of Debt Securities and
Purchase Contracts allocable to such Debt Securities shall equal the principal
amount payable at maturity of such Debt Securities. Unless otherwise specified
pursuant to Section 2.03, the portion of the issue price of any Units of any
series consisting of Debt Securities and Warrants allocable to such Debt
Securities shall equal the portion of the issue price that is in the same
proportion to such issue price as the fair market value of such Debt Securities
bears to the aggregate fair market value of such Debt Securities and Warrants,
taken as a whole. The Corporation and the Holders agree not to file any tax
returns, or take a position with any tax authority, that is inconsistent with
the characterization of the Debt Securities as debt.

     (e) Unless otherwise specified pursuant to Section 2.03, the Corporation by
the issuance and sale of any Unit and any Holder of a Unit by his acceptance
thereof agree to (in the absence of any applicable administrative ruling or
judicial


                                       55


<PAGE>


determination to the contrary) treat the Securities that constitute any Unit as
separate securities and to file all United States federal, state and local tax
returns consistent with the treatment of such Unit as constituted by separate
securities.


                                   ARTICLE 7
                             SUPPLEMENTAL AGREEMENTS

     Section 7.01. Supplemental Agreements Without Consent of Holders. Without
the consent of any Holders, the Corporation, when authorized by a Board
Resolution or Officer's Certificate, the Agent and the Collateral Agent, at any
time and from time to time, may enter into one or more agreements supplemental
hereto, in form satisfactory to the Agent, for any of the following purposes:

          (i) to evidence the succession of another Person to the Corporation
     and the assumption by any such successor of the covenants of the
     Corporation herein and in the Purchase Contracts; or

          (ii) to evidence and provide for the acceptance of appointment
     hereunder by a successor Agent or Collateral Agent with respect to the
     Units; or

          (iii) to add to the covenants of the Corporation, Collateral Agent or
     Agent such further covenants, restrictions, conditions or provisions as the
     Corporation, Collateral Agent and Agent shall consider to be for the
     protection of the Holders, and to make the occurrence, or the occurrence
     and continuance, of a default in any such additional covenants,
     restrictions, conditions or provisions of the Corporation a Purchase
     Contract Default permitting the enforcement of all or any of the several
     remedies provided in this Agreement as herein set forth; provided that in
     respect of any such additional covenant, restriction, condition or
     provision such supplemental agreement may provide for a particular period
     of grace after default (which period may be shorter or longer than that
     allowed in the case of other defaults) or may provide for an immediate
     enforcement upon such a Purchase Contract Default or may limit the remedies
     available to the Holders upon such a Purchase Contract Default or may limit
     the right of the Holders to waive such Purchase Default; or

          (iv) to comply with the Securities Act of 1933, as amended, the
     Exchange Act or the Investment Company Act of 1940, as amended; or

          (v) to cure any ambiguity, to correct or supplement any provision
     herein or in the Purchase Contracts of any series that may be inconsistent
     with any other provision herein or therein, or to modify, alter, amend or
     supplement any other provisions with respect to matters or questions
     arising under this Agreement or under such Purchase Contracts;


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<PAGE>


     provided that such action shall not adversely affect the interests of the
     Holders in any material respect.

     Section 7.02. Supplemental Agreements with Consent of Holders. With the
consent of the Holders of not less than a majority of affected Unsettled
Purchase Contracts Outstanding, in the case of clause (A) below, and with the
consent of the Holders of not less than a majority of affected Units
Outstanding, in the case of clause (B) below, by Act of said Holders delivered
to the Corporation and the Agent, the Corporation, when authorized by a Board
Resolution or Officer's Certificate, the Agent and the Collateral Agent may
enter into an agreement or agreements supplemental hereto for the purpose of (A)
modifying in any manner the terms of the Purchase Contracts or this Agreement
with respect to the Purchase Contracts or the rights of the Holders of Units
with respect to the Purchase Contracts or (B) modifying in any manner the other
terms of this Agreement or the other rights of Holders of Units; provided,
however, that no such supplemental agreement shall (i) without the consent of
the Holder of each Outstanding Purchase Contract affected thereby in the case of
clauses (1), (2) and (3) below and (ii) without the consent of the Holder of
each Unit affected thereby, in the case of clauses (4) and (5) below:

               (1) impair the right to institute suit for the enforcement of any
          Purchase Contract, or

               (2) reduce the percentage of the Purchase Contracts Outstanding,
          the consent of whose Holders is required for any modification or
          amendment of the provisions of this Agreement relating to the Purchase
          Contracts or for any waiver of any Purchase Contract Defaults
          hereunder and their consequences provided for in this Agreement
          relating to the Purchase Contracts, or

               (3) modify or affect (in any manner materially adverse to the
          Holders) the Holders' rights and obligations under the Purchase
          Contracts; or

               (4) modify or affect (in any manner materially adverse to the
          Holders) the terms of this Agreement or such Holder's Units (other
          than the terms referred to in clause (1), (2) or (3) above); or

               (5) reduce the percentage of Holders of Units whose consent is
          required for any modification or amendment of the provisions of this
          Agreement (other than the terms referred to in clause (1), (2) or (3)
          above).


                                       57


<PAGE>


     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 7.03. Execution of Supplemental Agreements. In exchange for
accepting the additional agencies or duties created by, any supplemental
agreement permitted by this Article or the modifications thereby of the agencies
or duties created by this Agreement, each of the Agent and the Collateral Agent
shall be entitled to receive and (subject to Sections 6.01 and 5.03,
respectively) 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. Each of the Agent and the Collateral Agent may, but
shall not be obligated to, enter into any such supplemental agreement that
affects the Agent's or the Collateral Agent's rights, duties or immunities under
this Agreement or otherwise.

     Section 7.04. Effect of Supplemental Agreements. Upon the execution of any
supplemental agreement under this Article, this Agreement shall be modified in
accordance therewith, and such supplemental agreement shall form a part of this
Agreement for all purposes; and every Holder of Units, theretofore or thereafter
authenticated, countersigned, executed and delivered hereunder, under the
Warrant Agreement and/or under the Indenture shall be bound thereby.

     Section 7.05. Reference to Supplemental Agreements. Unit Certificates, Debt
Securities, Warrants, Purchase Contracts and Prepaid Purchase Contracts Issued
under the Indenture authenticated, countersigned, executed and delivered after
the execution of any supplemental agreement pursuant to this Article may, and
shall if required by the Agent, bear a notation in form approved by the Agent as
to any matter provided for in such supplemental agreement. If the Corporation
shall so determine, new Unit Certificates, Debt Securities, Warrants, Purchase
Contracts and Prepaid Purchase Contracts Issued under the Indenture so modified
as to conform, in the opinion of the Agent, and the Corporation, to any such
supplemental agreement may be prepared and executed by the Corporation and
authenticated, executed, countersigned and delivered by the Trustee, the Warrant
Agent and the Agent, as applicable, in exchange for Outstanding Unit
Certificates, Debt Securities, Warrants, Purchase Contracts and Prepaid Purchase
Contracts Issued under the Indenture.


                                   ARTICLE 8
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 8.01. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Corporation covenants that it will not
merge or consolidate with any other corporation or sell, convey or lease all or


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<PAGE>


substantially all of its assets to any Person, firm or corporation, except that
the Corporation may merge or consolidate with, or sell, convey or lease all or
substantially all of its assets to, any other corporation, provided that (i) the
Corporation shall be the continuing corporation, or the successor corporation
(if other than the Corporation) 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 assume the due and punctual
performance and observance of all of the covenants and conditions of this
Agreement to be performed by the Corporation by supplemental agreement in form
satisfactory to the Agent and the Collateral Agent, executed and delivered to
the Agent and the Collateral Agent by such corporation, and (ii) neither the
Corporation nor such successor corporation immediately after such merger or
consolidation, or such sale, conveyance or lease shall be in default in the
performance of any such covenant or condition.

     Section 8.02. Rights and Duties of Successor Corporation. In case of any
such consolidation, merger, sale or conveyance and upon any such assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Corporation with the same effect as if it had been named
herein as the Corporation. Such successor corporation thereupon may cause to be
signed, and may issue (subject to the provisions of the Indenture and the
Warrant Agreement) either in its own name or in the name of Morgan Stanley any
or all of the Unit Certificates, Debt Securities, Warrants, Prepaid Purchase
Contracts Issued under the Indenture and Purchase Contracts issuable hereunder
which theretofore shall not have been signed by the Corporation and delivered to
the Agent; and, upon the order of such successor corporation, instead of the
Corporation, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Trustee, the Warrant Agent and the Agent shall
authenticate, countersign, execute and deliver, as applicable, any Unit
Certificates, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under
the Indenture and Purchase Contracts that previously shall have been signed and
delivered by the officers of the Corporation to the Trustee, the Warrant Agent
and the Agent for authentication, execution and countersignature, and any Unit
Certificate, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under
the Indenture and Purchase Contracts evidencing Units which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee,
the Warrant Agent and the Agent for such purpose. All the Purchase Contracts so
issued shall in all respects have the same legal rank and benefit under this
Agreement as the Purchase Contracts theretofore or thereafter issued in
accordance with the terms of this Agreement as though all of such Purchase
Contracts had been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale, conveyance or lease such
change in phraseology and form (but not in substance) may be made in the Unit
Certificates and Purchase Contracts thereafter to be issued as may be
appropriate.

     Section 8.03. Opinion of Counsel to Agent. The Agent and the Collateral
Agent, subject to Sections 6.01 and 6.03 and Sections 5.03 and 5.05,
respectively, may receive an Opinion of Counsel as conclusive evidence that any
such


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<PAGE>


consolidation, merger, sale, conveyance or lease, and any such assumption,
complies with the provisions of this Article.


                                    ARTICLE 9
                                    COVENANTS

     Section 9.01. Performance Under Purchase Contracts. The Corporation
covenants and agrees for the benefit of the Holders of the Units that it will
duly and punctually perform its obligations under the Purchase Contracts in
accordance with the terms of the Purchase Contracts and this Agreement.

     Section 9.02. Maintenance of Office or Agency. So long as Units or Purchase
Contracts are authorized for issuance pursuant to this Agreement or are
Outstanding hereunder, the Corporation will maintain in the Borough of
Manhattan, The City of New York, an office or agency where Registered Units may
be presented or surrendered for payment or acquisition of Purchase Contract
Property or where Purchase Contract Property or other property may be tendered
for delivery, where Registered Units may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Corporation in
respect of Units and this Agreement may be served. The Corporation hereby
initially designates the Agent as its office or agency in the Borough of
Manhattan, The City of New York, for each of said purposes. The Corporation will
give prompt written notice to the Agent of the location, and any change in the
location, of such office or agency. The Corporation will maintain one or more
offices or agencies in a city or cities located outside the United States
(including any city in which such an agency is required to be maintained under
the rules of any stock exchange on which the Units of such series, or the
Securities constituting such Units, are listed) where the Unregistered Units, if
any, of each series may be presented or surrendered for payment or acquisition
of Purchase Contract Property or where Purchase Contract Property or other
property may be tendered for delivery. No payment or delivery of Purchase
Contract Property on any Unregistered Unit will be made upon presentation of
such Unregistered Unit at an agency of the Corporation within the United States
nor will any payment or delivery of Purchase Contract Property be made by
transfer to an account in, or by mail to an address in, the United States unless
pursuant to applicable United States laws and regulations then in effect such
payment can be made without adverse tax consequences to the Corporation.
Notwithstanding the foregoing, payments in U.S. dollars of Unregistered Units of
any series appertaining thereto which are payable in U.S. dollars may be made at
an agency of the Corporation maintained in the Borough of Manhattan, The City of
New York if such payment in U.S. dollars at each agency maintained by the
Corporation outside the United States for payment on such Unregistered Units is
illegal or effectively precluded by exchange controls or other similar
restrictions. If at any time the Corporation shall fail to maintain any such
required office or agency or shall fail to furnish the Agent with the name and
address thereof, such presentations, surrenders, notices


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<PAGE>


and demands may be made or served at the Corporate Trust Office of the Agent,
and the Corporation hereby appoints the Agent as its agent to receive all such
presentations, surrenders, notices and demands.

     The Corporation may also from time to time designate one or more other
offices or agencies where Debt Securities, Warrants, Prepaid Purchase Contracts
Issued under the Indenture, Purchase Contracts and Unit 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 Corporation of its obligations to
maintain offices or agencies provided for in this Section. The Corporation will
give prompt written notice to the Agent of any such designation or rescission
and of any change in the location of any such other office or agency.

     Section 9.03. Money for Payments to Be Held in Trust. Any money or other
property deposited with the Agent, in trust for payment with respect to any
Unit, remaining unclaimed for two years after such payment has become due and
payable shall be paid to the Corporation on request of the Corporation pursuant
to an Officer's Certificate; and the Holder of such Unit shall thereafter, as an
unsecured general creditor, look only to the Corporation for payment thereof,
and all liability of the Agent with respect to such trust money or other
property shall thereupon cease; provided that the Agent, before making any such
repayment, may (but shall not be obligated to) at the expense of the Company
notify (i) in the case of Registered Units evidenced by Unit Certificates, the
Holders, (ii) in the case of Units evidenced by one or more global Unit
Certificates, the participants of the Depositary, and (iii) in the case of
Bearer Units evidenced by Unit Certificates, the holders thereof, in each case
pursuant to Section 11.06, that said money has not been so applied and remains
unclaimed and that after a date named in the notification any unclaimed balance
of said money then remaining will be returned to the Company.

     In the event that (i) the Corporation has delivered Purchase Contract
Property (or the cash value thereof) to the Agent against tender of payment for
such Purchase Contract Property or Warrant Property (or the cash value thereof)
to the Warrant Agent against tender of payment for such Warrant Property (or, in
the case of Purchase Contracts or Warrants calling for the purchase of Purchase
Contract Property or Warrant Property, as the case may be, by the Corporation,
the Corporation has tendered payment) and (ii) a Holder of a Unit Certificate
fails to present and surrender the appropriate Unit Certificate to the Agent or
Warrant Agent, as appropriate, the Purchase Contract Property, the Warrant
Property or the cash value thereof or the Corporation's payment for Purchase
Contract Property or Warrant Property, as the case may be, deliverable upon
settlement of the Purchase Contracts or Warrants, as the case may be, evidenced
by such Unit Certificate, together with any distributions thereon (and, if an
effective Cash Settlement with respect to the obligations under such Purchase
Contracts or Warrants has been made, payments in respect of principal of any
Debt Securities that are part of such Units), shall be held by the Agent, in
trust, for the benefit of


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<PAGE>


such Holder, until such Unit Certificate is presented and surrendered or such
Holder delivers to the Agent, the Warrant Agent, the Trustee, and the
Corporation (A) evidence to their satisfaction that such certificate has been
destroyed, lost or stolen and (B) such security or indemnity as may be required
by them to hold each of them and any agent of any of them harmless. In the event
such Unit Certificate is not presented and surrendered or such Holder does not
satisfy the applicable conditions specified in the preceding sentence on or
prior to the date two years after the date of settlement of the related Purchase
Contract or Warrant, as the case may be, any distributions received by the Agent
with respect to the Purchase Contract Property delivered in respect of the Unit
Certificates shall be paid to the Corporation, on the request of the Corporation
pursuant to an Officer's Certificate, and the Holders of such Unit shall
thereafter, as unsecured general creditors, look only to the Corporation for
payment thereof and all liability of the Agent with respect to such trust assets
shall thereafter cease.

     Section 9.04. Statements of Officers of the Corporation as to Default. The
Corporation will deliver to the Agent, on or before March 31 in each year, an
Officer's Certificate stating whether or not to the best knowledge of the
signers thereof the Corporation is in default in the performance and observance
of any of the terms, provisions and conditions hereof or of any Purchase
Contracts, and, if the Corporation shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

     Section 9.05. Negative Pledge. Neither the Corporation nor any successor
corporation will, or will permit any Subsidiary (as hereinafter defined) to,
create, assume, incur or guarantee any indebtedness for borrowed money secured
by a pledge, lien or other encumbrance (except for Permitted Liens, as
hereinafter defined) on the (i) Voting Securities (as hereinafter defined) of
Morgan Stanley & Co. Incorporated, a Delaware corporation and a wholly owned
subsidiary of the Corporation, or Morgan Stanley & Co. International Limited,
an English company and an indirect wholly owned subsidiary of the Corporation,
Discover Bank, a Delaware chartered bank and an indirect wholly owned
subsidiary of the Corporation, Morgan Stanley DW Inc., a Delaware corporation
and a wholly owned subsidiary of the Corporation, or any Subsidiary succeeding
to any substantial part of the business now conducted by any of such
corporations (collectively, the "Principal Subsidiaries") or (ii) Voting
Securities of a Subsidiary that owns, directly or indirectly, Voting Securities
of any of the Principal Subsidiaries (other than directors' qualifying shares)
unless the Corporation shall cause the Units and the Securities constituting
the Units to be secured equally and ratably with (or, at the Corporation's
option, prior to) any indebtedness secured thereby. "Subsidiary" means any
corporation, partnership or other entity of which at the time of determination
the Corporation owns or controls directly or indirectly more than 50% of the
shares of voting stock or equivalent interest. "Permitted Liens" means liens
for taxes or assessments or governmental charges or levies not then due and
delinquent or the validity of which is being contested in good faith or which
are less than $1,000,000 in


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<PAGE>


amount, liens created by or resulting from any litigation or legal proceeding
which is currently being contested in good faith by appropriate proceedings or
which involves claims of less than $1,000,000, deposits to secure (or in lieu
of) surety, stay, appeal or customs bonds and such other liens as the Board of
Directors of the Corporation determines do not materially detract from or
interfere with the present value or control of the Voting Securities subject
thereto or affected thereby. "Voting Securities" means stock of any class or
classes having general voting power under ordinary circumstances to elect a
majority of the board of directors, managers or trustees of the Subsidiary in
question, provided that, for the purposes hereof, stock which carries only the
right to vote conditionally on the happening of an event shall not be considered
voting stock whether or not such event shall have happened.

     Section 9.06. Luxembourg Publications. In the event of the publication of
any notice pursuant to this Agreement, the party making such publication in the
Borough of Manhattan, The City of New York, and London shall also, to the extent
that notice is required to be given to Holders of Units of any series or
Securities constituting such Units by applicable Luxembourg law or stock
exchange regulation, as evidenced by an Officer's Certificate delivered to such
party, make a similar publication in Luxembourg.


                                   ARTICLE 10
                                   REDEMPTIONS

     Section 10.01. Optional Redemption of Purchase Contracts; Redemption Upon
Redemption of Debt Securities. If this Article is specified as applicable
pursuant to Section 3.02 in connection with the issuance of the Purchase
Contracts of a series, any or all of such Purchase Contracts may be redeemed at
the option of the Corporation, or from time to time in part, on such date or
dates and at a redemption price per Purchase Contract as shall be specified
pursuant to Section 3.02; provided that no redemption shall result in there
being more than zero but fewer than the minimum amount of Unsettled Purchase
Contracts that may remain Outstanding after such redemption, as specified
pursuant to Section 3.02.

     Unless otherwise specified pursuant to Section 2.03, in the event that the
Corporation shall redeem any Debt Security constituting part of a Unit of any
series pursuant to the provisions of the Indenture or such Debt Security, the
Corporation shall redeem any Purchase Contract or, to the extent permitted under
or pursuant to the Warrant Agreement, Warrant constituting part of the same Unit
on the redemption date of such related Debt Security.

     Section 10.02. Notice of Redemption; Partial Redemptions. Unless otherwise
specified pursuant to Section 3.02, the Corporation or, upon Issuer Order of the
Corporation, the Agent in the name and at the expense of the Corporation, shall
give notice of redemption to the Holders of Purchase Contracts


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<PAGE>


in the manner and to the extent provided in Section 11.06, at least 30 days and
not more than 60 days prior to the date fixed for redemption. Any notice which
is given in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Purchase
Contract, shall not affect the validity of the proceedings for the redemption of
any other Purchase Contract.

     The notice of redemption to each Holder of Registered Purchase Contracts
shall specify the number of Registered Purchase Contracts held by such
Holder to be redeemed, the date fixed for redemption, the redemption price, the
place or places of payment and that payment will be made upon presentation and
surrender of Unit Certificates with respect to such Registered Purchase
Contracts evidenced by Unit Certificates.

     The Corporation's obligation to provide funds for redemption shall be
deemed fulfilled if, on or before 12:00 noon, local time in the place of
payment, on the redemption date specified in the notice of redemption given as
provided in this Section, the Corporation shall deposit with the Agent or with
one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Purchase Contracts called for redemption at the
appropriate redemption price, together with irrevocable instructions and
authorization that such funds be applied to the redemption of the Purchase
Contracts called for redemption upon surrender of Unit Certificates representing
such Purchase Contracts, properly endorsed and assigned for transfer, in
accordance with this Article.

     The Corporation will deliver to the Agent at least 15 days prior to the
mailing of the notice of redemption an Officer's Certificate stating the
aggregate number of Purchase Contracts to be redeemed on such date and that the
Corporation has complied with the provisions of Section 10.01 and of said
Purchase Contracts subject to said redemption.

     If fewer than all the Purchase Contracts are to be redeemed, the Agent,
prior to the mailing of the redemption notice, shall select the Purchase
Contracts to be redeemed on a pro rata basis, by lot or by such other means as
shall be acceptable to the Agent. Appropriate adjustment shall be made to
prevent the fractional redemption of Purchase Contracts, such that Purchase
Contracts are redeemed only in whole and not in part.

     The Agent shall promptly notify the Corporation in writing of the Purchase
Contracts so selected for redemption.

     Section 10.03. Payment of Purchase Contracts Called for Redemption. If
notice of redemption has been given as above provided, (i) the Purchase
Contracts specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, and (ii)
on and after the date fixed for redemption (unless the Corporation shall default
in the payment of


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<PAGE>


such Purchase Contracts at the redemption price) such Purchase Contracts shall
cease from and after the date fixed for redemption to be entitled to any benefit
under this Agreement, the Holders thereof shall have no right or obligation in
respect of such Purchase Contracts except the right to receive the redemption
price thereof and the Purchase Contracts shall terminate and shall no longer be
deemed to be Outstanding.

     If so specified pursuant to Section 3.02, on presentation and surrender of
Unit Certificates representing such Purchase Contracts, properly endorsed and
assigned for transfer, at a place of payment specified in said notice, said
Purchase Contracts shall be paid and redeemed by the Corporation at the
applicable redemption price. Following such redemption, the Unit Certificates
evidencing such Closed Purchase Contracts shall be cancelled in accordance with
Section 2.11. In the case of (i) Definitive Units, certificates evidencing any
Outstanding Debt Securities relating to such redeemed Purchase Contracts shall
be executed, authenticated and delivered in accordance with the terms of the
Indenture and (ii) Global Units, if a Global Debt Security not constituting part
of a Global Unit has not previously been issued by the Corporation, a second
Global Debenture evidencing any Outstanding Debt Security relating to such
redeemed Purchase Contracts shall be executed, authenticated and delivered in
accordance with the Indenture. If a second Global Debt Security referred to in
clause (ii) of the immediately preceding sentence has already been issued, the
Agent shall note thereon an appropriate increase in the number of Debt
Securities represented by such Global Debt Security.

     Any interest accrued on funds deposited with the Agent or any Paying Agent
in connection with this Article Ten shall be paid to the Corporation from time
to time and the Holders of Purchase Contracts (whether or not such Purchase
Contracts are to be redeemed with such funds) shall have no claim to any such
interest. Any funds deposited and unclaimed at the end of two years from any
redemption date shall be repaid or released to the Corporation, on the request
of the Corporation pursuant to an Officer's Certificate, after which the
Holder(s) of Purchase Contracts so called for redemption shall look only to the
Corporation for payment of the redemption price, without any interest thereon
and all liability of the Agent with respect to the redemption price shall cease.

     Section 10.04. Exclusion of Certain Purchase Contracts from Eligibility for
Selection for Redemption. Purchase Contracts shall be excluded from eligibility
for selection for a partial redemption if they are identified by registration
and certificate number in an Officer's Certificate delivered by the Corporation
to the Agent at least 10 days prior to the date of the mailing of a notice of
redemption as being owned of record and beneficially by, and not pledged or
hypothecated by (a) the Corporation or (b) an Affiliate of the Corporation.
Purchase Contracts shall also be excluded from eligibility for selection for a
partial redemption if they are the subject of an Acceleration Notice.


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<PAGE>


                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

     Section 11.01. Incorporators, Stockholders, Officers and Directors of the
Corporation Immune from Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Agreement, or in any Debt Security,
Prepaid Purchase Contract Issued under the Indenture, Warrant Agreement or any
Purchase Contract, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, or against any past, present or future
stockholder, officer, attorney-in-fact or director, as such, of the Corporation
or of any successor corporation, either directly or through the Corporation or
any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or penalty or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of the Units by the Holders thereof and as part of
the consideration for the issue thereof, provided that nothing in this Article
shall impair the obligations, covenants and agreements of the Corporation
contained in this Agreement and in any Debt Securities, Prepaid Purchase
Contracts Issued under the Indenture, Warrants or Purchase Contracts
constituting a part of the Units of any series.

     Section 11.02. Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Corporation to the Agent or Collateral Agent to take any action under any
provision of this Agreement, the Corporation, as applicable, shall furnish to
the Agent or Collateral Agent an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Agreement shall include:

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

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

          (iii) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him


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<PAGE>


     to express an informed opinion as to whether or not such covenant or
     condition has been complied with; and

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

     Section 11.03. Form of Documents Delivered to Agent or Collateral 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, statement or opinion of an officer or counsel of or for
the Corporation 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, statement or opinion is based are erroneous. Any such certificate,
statement or opinion may be based, insofar as it relates to factual matters,
upon a certificate, statement or opinion of, or representations by, an officer
or officers of the Corporation, as applicable, stating that the information with
respect to such factual matters is in the possession of the Corporation, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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

     Section 11.04. Acts of Holders. (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 Agent and, where it is hereby expressly required, to the
Corporation. 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 6.01) conclusive in favor of
the Agent and the Corporation, if made in the manner provided in this Section.


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

     (c) Subject to Section 2.03(a)(vii), the ownership (i) of Registered Units
of any series shall be proved by the Purchase Contract Register for such series,
with respect to any Purchase Contracts constituting a part of such Units, the
Warrant Register for such series with respect to any Warrants constituting a
part of such Units and the Debt Security Register for such series, with respect
to any Debt Securities or Prepaid Purchase Contracts Issued under the Indenture
constituting a part of such Units, and (ii) of Unregistered Units shall be
proved by possession of the Unit Certificates evidencing such Units or by the
appropriate records of the depositary for such Units.

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

     (e) The Corporation may set a record date for purposes of determining the
identity of Holders of Units entitled to consent to any action by consent
authorized or permitted hereby. Unless otherwise specified pursuant to Section
2.03, such record date shall be the later of 30 days prior to the first
solicitation of such consent or the date of the most recent list of Holders of
Units furnished to the Agent, pursuant hereto.

     Section 11.05. Notices, Etc. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by this Agreement to be made upon, given or furnished to, or filed
with,

     (a) the Agent or the Collateral Agent, as the case may be, by any Holder or
by the Corporation shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if made, given, furnished or filed in
writing and personally delivered or mailed, first class postage prepaid, to the
Agent at its Corporate Trust Office, Attention: Institutional Trust Services, or
at any other address previously furnished in writing by the Agent or the
Collateral Agent, as the case may be, to the Holders and the Corporation, or

     (b) the Corporation by the Agent, the Collateral Agent or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing and personally
delivered or mailed, first class postage prepaid, addressed to the Corporation
at 1585 Broadway, New York, New York 10036, Attention: Treasurer, or at any
other

                                       68


<PAGE>


address previously furnished in writing to the Agent and the Collateral Agent by
the Corporation.

     Section 11.06. Notices to Holders; Waiver. Where this Agreement provides
for notice to Holders of Registered Securities or Registered Units of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided or as provided in the Letter of Representations) if in writing and
mailed, first-class postage prepaid, to each such Holder affected by such event,
at such Holder's address as it appears in the relevant Security Registers, with
respect to the Securities constituting such Unit, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Agreement provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Agent, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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

     Where this Agreement provides for notice to Holders of Unregistered
Securities or Unregistered Units of any event, such notice shall be sufficiently
given (unless otherwise specified herein or pursuant to Section 2.03 or 3.02)
either (i) through the customary notice provisions of the clearing system or
systems through which beneficial interests in such Unregistered Securities or
Unregistered Units are owned or (b) by publication in a newspaper in the English
language of general circulation in the Borough of Manhattan, The City of New
York, and in The City of London or, if publication in London is not practical,
in an English language newspaper with general circulation in Western Europe.
Such notices will be deemed to have been given on the date of such publication,
or if published in such newspapers on different dates, on the date of the first
such publication.

     Section 11.07. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 11.08. Successors and Assigns. All covenants and agreements in this
Agreement, the Units, the Purchase Contracts and the Unit Certificates by the
Corporation shall bind its successors and assigns, whether so expressed or not.


                                       69


<PAGE>


     Section 11.09. Separability Clause. In case any provision in this Agreement
or in the Units, Unit Certificates or the Purchase Contracts 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 11.10. Benefits of Agreement. Nothing in this Agreement or in the
Units, Unit Certificates, the Indenture, the Debt Securities, the Prepaid
Purchase Contracts Issued under the Indenture, the Warrants or the Purchase
Contracts, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any benefits or any legal or equitable
right, remedy or claim under this Agreement. The Holders from time to time shall
be parties to this Agreement and shall be bound by all of the terms and
conditions hereof and of the Indenture, the Warrant Agreement, the Units, the
Debt Securities, the Prepaid Purchase Contracts Issued under the Indenture, the
Warrants and the Purchase Contracts evidenced by the Units, as applicable, by
their acceptance of delivery of such Units.

     Section 11.11. Governing Law. This Agreement, the Units, the Unit
Certificates and the Purchase Contracts shall be governed and construed in
accordance with the laws of the State of New York.

     Section 11.12. Legal Holidays. Unless otherwise specified pursuant to
Section 3.02, in any case where any Settlement Date shall not be a Business Day,
then (notwithstanding any other provisions of this Agreement or the Purchase
Contracts) the Purchase Contracts shall not be performed on such date, but shall
be performed on the next succeeding Business Day with the same force and effect
as if performed on such Settlement Date; provided that no interest or other
amounts shall accrue or be payable by the Corporation or any Holder for the
period from and after any such Settlement Date.

     Section 11.13. 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 11.14. Appointment of Certain Agents. (a) Pursuant to Section 2.03
hereof, the Corporation may, in connection with any series of Purchase Contracts
appoint Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International
Limited or any other Person as Calculation Agent to make any calculations as may
be required pursuant to the terms of any such series of Purchase Contracts. Any
such Calculation Agent shall act as an independent expert and, unless otherwise
provided by this Agreement, its calculations and determinations under this
Agreement shall, absent manifest error, be final and binding on the Corporation,
the Agent and the Holders. Any such calculations will be made available to the
Holders for inspection at the Agent's Office.


                                       70


<PAGE>


     (b) Unless otherwise specified pursuant to Section 2.03, the Corporation
hereby appoints JPMorgan as the Paying Agent under the Indenture with respect to
each Debt Security comprised by any Unit issued hereunder.

     Section 11.15. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times during normal business hours at the Corporate
Trust Office of the Agent for inspection by any Holder.


                                       71


<PAGE>


     IN WITNESS WHEREOF, the Corporation, the Agent, the Collateral Agent, the
Trustee and the Warrant Agent have duly executed this Agreement as of the day
and year first above set forth, and all Holders of Units shall become parties
hereto by and upon acceptance by them of delivery of Units issued in accordance
with the terms hereof.

                                 MORGAN STANLEY


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


                                 JPMORGAN CHASE BANK,
                                      as Agent
                                 By:
                                    --------------------------------------
                                    Name:
                                    Title:


                                 JPMORGAN CHASE BANK,
                                      as Collateral Agent


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


                                 JPMORGAN CHASE BANK,
                                      as Trustee and Paying Agent under
                                      the Indenture


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


                                 JPMORGAN CHASE BANK,
                                      as Warrant Agent under the Warrant
                                      Agreement


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


                                       72


<PAGE>



                                                                       EXHIBIT A

                           [[FORM OF UNIT CERTIFICATE]

                                     [FACE]

     [IF THE UNIT CERTIFICATE IS TO BE A GLOBAL REGISTERED UNIT CERTIFICATE,
INSERT--This Unit Certificate is a global Unit Certificate within the meaning of
the Unit Agreement hereinafter referred to and is registered in the name of the
Depository Trust Company (the "Depositary") or a nominee of the Depositary.
Unless and until it is exchanged in whole or in part for Units in definitive
registered form, this Unit Certificate may not be transferred except 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 or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary).

     Unless this Unit Certificate is presented by an authorized representative
of The Depositary (55 Water Street, New York) to Morgan Stanley or its agent for
registration of transfer, exchange or payment, and any Unit issued is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment hereon is made to Cede & Co. or
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 A
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]


                                      A-1


<PAGE>


                                UNIT CERTIFICATE

                 (issuable in integral multiples of whole Units)

             Evidencing the Ownership of, or Rights and Obligations
                       of the Holder Under, the Securities
                                 Specified Below



              [Specify Securities Constituting Part of these Units]

                                                           CUSIP No. __________

Certificate No.:_____
Number of Units: [Up To](1)


     This Unit Certificate certifies that ______________________ (the "Holder"),
or [registered assigns](2), is the [registered](2) owner of [ ( ) Units](3)
[the number of Units specified in Schedule A hereto.](1)

     Each Unit represents ownership by the Holder of [specify Securities
constituting parts of the Unit] [, subject to the pledge of such Debt Securities
by such Holder pursuant to the Unit Agreement (the "Unit Agreement") dated as of
[ ], 2003 among the Corporation, JPMorgan Chase Bank, as Agent and Collateral
Agent, as Trustee and Paying Agent under the Indenture referred to therein, and
as Warrant Agent under the Warrant Agreement referred to therein, and the
Holders from time to time of the Units described therein. Pursuant to the Unit
Agreement, the Debt Securities constituting part of the Units evidenced hereby
have been pledged to the Collateral Agent to secure the obligations of the
Holder under the Purchase Contract constituting part of such Units.](4)

     [For so long as the [Warrant] [Purchase Contract] underlying each Unit
represented hereby remains in effect such Unit shall not be separable into its
constituent parts and the rights and obligations of the Holder of such Unit in


----------
(1)  Insert in Global Unit Certificates.

(2)  Insert in Registered Units.

(3)  Insert in Definitive Unit Certificates.

(4)  Insert in Registered Units consisting of Non-Separable Debt Securities
     and Purchase Contracts.


                                      A-2


<PAGE>


respect of such constituent parts may be transferred and exchanged only as a
Unit.](5)

                       [Designated Security Register:](6)


                             [Other Terms of Units:]


            [INSERT APPROPRIATE DEBT SECURITY CERTIFICATE OR WARRANT
                           CERTIFICATE, AS APPLICABLE]




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


----------
(5)  Insert in non-separable Units.

(6)  Insert in non-separable Registered Units.


                                      A-3


<PAGE>


                           [FORM OF PURCHASE CONTRACT
                      CONTEMPLATING SALE BY MORGAN STANLEY]


                                 MORGAN STANLEY


                   [Insert Designation of Purchase Contracts]


                              PURCHASE CONTRACT(S)


                           Purchase Contracts between

                                 Morgan Stanley

                                       and

                                ----------------
                             or registered assigns,
                       as holder hereunder (the "Holder")


     All capitalized terms used but not defined herein that are defined in the
Unit Agreement (described below) have the meanings set forth therein, and if not
defined therein, have the meaning set forth below.




                    Purchase Contract Property:

                                      Quantity:

                                Purchase Price:

                               Settlement Date:

Date of Payment of Purchase Price, if different
                          from Settlement Date:

                              Payment Location:

                          Method of Settlement:

                Currency of Settlement Payment:

       Authorized Number of Purchase Contracts:


                                   A-4


<PAGE>


                        Aggregate Purchase Price:

Aggregate Quantity of Purchase Contract Property:

                                   Contract Fees:

                        Corporation Acceleration:

                           Holders' Acceleration:

                           Redemption Provisions:

                                     Other Terms:


     Subject to the conditions hereinafter set forth, the Holder agrees to
purchase and Morgan Stanley, a corporation duly incorporated and existing under
the laws of the State of Delaware (the "Corporation"), agrees to sell, subject
to the terms of the Unit Agreement referred to below and as set forth herein, on
the Settlement Date, the Aggregate Quantity of Purchase Contract Property, for
the Purchase Price. The Purchase Contract(s) evidenced hereby shall not entitle
the Holder to purchase the Purchase Contract Property prior to the Settlement
Date.

     The Purchase Price for the Purchase Contract Property purchased pursuant to
the Purchase Contracts evidenced hereby shall be payable at the Payment Location
on the Settlement Date pursuant to the Method of Settlement in the Currency of
Settlement Payment.

     Each Purchase Contract evidenced hereby is one of a duly authorized issue
of not more than the Authorized Number of Purchase Contracts of the Corporation
relating to the purchase by holders of not more than the Aggregate Quantity of
Purchase Contract Property issued under the Unit Agreement, dated as of [ ],
2003 (the "Unit Agreement"), among the Corporation, JPMorgan Chase Bank, as
Agent (the "Agent") and as Collateral Agent thereunder, as Warrant Agent (the
"Warrant Agent") under the Warrant Agreement referred to therein, as Trustee
(the "Trustee") and Paying Agent under the Indenture referred to therein, and
the holders from time to time of Units, to which Unit Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Agent, the Collateral Agent, the Corporation and the Holders and of the
terms upon which the Purchase Contracts are, and are to be, executed,
countersigned, executed on behalf of the Holder and delivered.

     The Agent may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents in connection with any transfer or exchange
of each Purchase Contract evidenced hereby. No service charge shall be required
for any such registration of transfer or exchange, but the Corporation


                                      A-5


<PAGE>


and the Agent may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection with any registration of transfer or
exchange of Units.

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

     The extent to which, and the terms upon which, any cash or other property
(other than the Purchase Contract Property) is payable or deliverable with
respect to the Purchase Contracts evidenced hereby is described above under
"Contract Fees". The extent to which, and the terms upon which, the Corporation
may accelerate the obligations of the Corporation and the Holders of the
Purchase Contracts evidenced hereby is described above under "Corporation
Acceleration". The extent to which, and the terms upon which, the Holders of
such Purchase Contracts may accelerate the obligations of the Corporation and
the Holders of the Purchase Contracts is described above under "Holders'
Acceleration". The extent to which, and the terms upon which, the Corporation
may redeem the Purchase Contracts evidenced hereby is described above under
"Redemption Provisions".

     Subject to certain exceptions, the terms of the Purchase Contracts and the
provisions of the Unit Agreement may be amended with the consent of the Holders
of not less than a majority of the affected Outstanding Purchase Contracts and
certain Purchase Contract Defaults may be waived with the consent of the Holders
of a majority of the affected Outstanding Purchase Contracts. Without the
consent of any Holder of Units, the terms of the Unit Agreement the Purchase
Contracts may be amended to, among other things, cure any ambiguity, to correct
or supplement any provision in the Unit Agreement or Purchase Contract, to add
to covenants of the Corporation, Collateral Agent or Agent or to make any other
provisions with respect to matters or questions arising under the Unit Agreement
or the Purchase Contracts that do not adversely affect the interests of the
Holders in any material respect.

     Holders of the Purchase Contracts may not enforce the Unit Agreement or
such Purchase Contracts except as provided in the Unit Agreement.

     Any incorporator, or past, present or future stockholder, officer,
attorney-in-fact or director, as such, of the Corporation or of any successor
corporation shall not have any liability for any obligations of the Corporation
under the Purchase Contracts or the Unit Agreement or for any claim based on,
with respect to or by reason of such obligations or their creation. The Holder
by his acceptance


                                      A-6


<PAGE>


hereof waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Purchase Contracts.

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

     Prior to due presentment of a Unit Certificate or Purchase Contract for
registration of transfer, the Corporation, the Trustee, the Agent, the Warrant
Agent and the Collateral Agent, and any agent of the Corporation, the Trustee,
the Agent, the Warrant Agent and the Collateral Agent may treat the Person in
whose name this Purchase Contract is registered as a party to the Purchase
Contracts evidenced hereby for the purpose of performance of such Purchase
Contracts and for all other purposes whatsoever, and neither the Corporation,
the Trustee, the Agent, the Warrant Agent and the Collateral Agent nor any such
agent shall be affected by notice to the contrary.

     The Holder, by his acceptance hereof, authorizes the Agent to execute the
Purchase Contracts evidenced hereby on his behalf, authorizes and directs the
Agent on his behalf to take such other action, and covenants and agrees to take
such other action, as may be necessary or appropriate, or as may be required by
the Agent, to effectuate the provisions of the Unit Agreement relating to the
purchase of the Purchase Contract Property [and the pledge of the Debt
Securities constituting part of the Unit of which this Purchase Contract forms
a part to the Collateral Agent on the Holder's behalf(7),] appoints the agent
as his attorney-in-fact for any and all such purposes, and agrees to be bound
by the terms thereof.

     The Purchase Contracts shall not, prior to the performance thereof, entitle
the Holder to any of the rights of a holder of the Purchase Contract Property.

     No Purchase Contract evidenced hereby shall be valid or obligatory for any
purpose until countersigned and executed on behalf of the Holder by the Agent,
pursuant to the Unit Agreement.


----------
(7) Insert in Registered Units consisting of Non-Separable Debt Securities
    and Purchase Contracts.


                                      A-7


<PAGE>


     IN WITNESS WHEREOF, Morgan Stanley has caused this instrument to be duly
executed.

                                 MORGAN STANLEY


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


JPMORGAN CHASE BANK,
     as Agent, and as attorney-in-fact of the
     Holder hereof


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


Countersigned

JPMORGAN CHASE BANK,
     as Agent


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


                                      A-8


<PAGE>


                           [FORM OF PURCHASE CONTRACT
                    CONTEMPLATING PURCHASE BY MORGAN STANLEY]


                                 MORGAN STANLEY

                   [Insert Designation of Purchase Contracts]

                              PURCHASE CONTRACT(S)


                           Purchase Contracts between
                                 Morgan Stanley
                                       and

                                ----------------
                             or registered assigns,
                       as holder hereunder (the "Holder")


All capitalized terms used but not defined herein that are defined in the Unit
Agreement (described below) have the meanings set forth therein, and if not
defined therein, have the meaning set forth below.



                      Purchase Contract Property:

                                        Quantity:

                                  Purchase Price:

                                 Settlement Date:

                                Payment Location:

                            Method of Settlement:

           Method of Computing Settlement Amount:

                  Currency of Settlement Payment:

         Authorized Number of Purchase Contracts:

                        Aggregate Purchase Price:

Aggregate Quantity of Purchase Contract Property:

                                   Contract Fees:


                                    A-9


<PAGE>



                       Corporation Acceleration:

                          Holders' Acceleration:

                          Redemption Provisions:

                                    Other Terms:


     Subject to the conditions hereinafter set forth, the Holder agrees to sell
and Morgan Stanley, a corporation duly incorporated and existing under the laws
of the State of Delaware (the "Corporation"), agrees to purchase, subject to the
terms of the Unit Agreement referred to below and as set forth herein, on the
Settlement Date, the Aggregate Quantity of Purchase Contract Property, for the
Purchase Price. The Purchase Contract(s) evidenced hereby shall not entitle the
Corporation to purchase the Purchase Contract Property, or the Holder to receive
the Purchase Price, prior to the Settlement Date.

     If so indicated under Method of Settlement above, the parties' obligations
under the Purchase Contracts evidenced hereby may be settled by payment of the
Settlement Amount by the Corporation or the Holder, as the case may be. The
Settlement Amount payable pursuant to the Purchase Contracts evidenced hereby,
as determined in accordance with the Method of Computing Settlement Amount,
shall be payable on the Settlement Date in the Currency of Settlement Payment
pursuant to the Method of Settlement at the Payment Location; provided that any
Settlement Amount payable by Holders pursuant to the Purchase Contracts
evidenced hereby may be deducted from the principal payment that may be payable
by the Corporation with respect to any Debt Securities comprised by the Units of
which such Purchase Contacts are a part. If the Corporation instead elects to
pay the Purchase Price, the Purchase Price for the Purchase Contract Property
purchased pursuant to the Purchase Contracts evidenced hereby shall be payable
at the Payment Location on the Settlement Date pursuant to the Method of
Settlement in the Currency of Settlement Payment.

     Each Purchase Contract evidenced hereby is one of a duly authorized issue
of not more than the Authorized Number of Purchase Contracts of the Corporation
issued under the Unit Agreement, dated as of [ ], 2003 (the "Unit Agreement"),
among the Corporation, JPMorgan Chase Bank, as Agent (the "Agent") and as
Collateral Agent thereunder, as Warrant Agent (the "Warrant Agent") under the
Warrant Agreement referred to therein, as Trustee (the "Trustee") and Paying
Agent under the Indenture referred to therein, and the holders from time to time
of Units, to which Unit Agreement and supplemental agreements thereto reference
is hereby made for a description of the respective rights, limitations of
rights, obligations, duties and immunities thereunder of the Agent, the
Corporation and the Holders and of the terms upon which the Purchase Contracts
are, and are to be, executed, countersigned, executed on behalf of the Holder
and delivered.


                                      A-10


<PAGE>


     The Agent may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents in connection with any transfer or exchange
of each Purchase Contract evidenced hereby. No service charge shall be required
for any such registration of transfer or exchange, but the Corporation and the
Agent may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection with any registration of transfer or
exchange of Units.

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

     The extent to which, and the terms upon which, any cash or other property
(other than the Purchase Contract Property) is payable or deliverable with
respect to the Purchase Contracts evidenced hereby is described above under
"Contract Fees". The extent to which, and the terms upon which, the Corporation
may accelerate the obligations of the Corporation and the Holders of the
Purchase Contracts evidenced hereby is described above under "Corporation
Acceleration". The extent to which, and the terms upon which, the Holders of
such Purchase Contracts may accelerate the obligations of the Corporation and
the Holders of the Purchase Contracts is described above under "Holders'
Acceleration". The extent to which, and the terms upon which, the Corporation
may redeem the Purchase Contracts evidenced hereby is described above under
"Redemption Provisions".

     Subject to certain exceptions, the terms of the Purchase Contracts and the
provisions of the Unit Agreement may be amended with the consent of the Holders
of not less than a majority of the affected Outstanding Purchase Contracts and
certain Purchase Contract Defaults may be waived with the consent of the Holders
of a majority of the affected Outstanding Purchase Contracts. Without the
consent of any Holder of Units, the terms of the Unit Agreement or the Purchase
Contracts may be amended to, among other things, cure any ambiguity, to correct
or supplement any provision in the Unit Agreement or Purchase Contract, to add
to the covenants of the Corporation, Collateral Agent or Agent or to make any
other provisions with respect to matters or questions arising under the Unit
Agreement or the Purchase Contracts that do not adversely affect the interests
of the Holders in any material respect.

     Holders of the Purchase Contracts may not enforce the Unit Agreement or
such Purchase Contracts except as provided in the Unit Agreement.


                                      A-11


<PAGE>


     Any incorporator, or past, present or future stockholder, officer,
attorney-in-fact or director, as such, of the Corporation or any successor
corporation shall not have any liability for any obligations of the Corporation
under the Purchase Contracts or the Unit Agreement or for any claim based on,
with respect to or by reason of such obligations or their creation. The Holder
by his acceptance hereof waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Purchase Contracts.

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

     Prior to due presentment of a Unit Certificate or Purchase Contract for
registration of transfer, the Corporation, the Agent, the Trustee, the Warrant
Agent and the Collateral Agent, and any agent of the Corporation, the Agent, the
Trustee, the Warrant Agent and the Collateral Agent may treat the Person in
whose name this Purchase Contract is registered as a party to the Purchase
Contracts evidenced hereby for the purpose of performance of such Purchase
Contracts and for all other purposes whatsoever, and neither the Corporation,
the Agent, the Trustee, the Warrant Agent and the Collateral Agent nor any such
agent shall be affected by notice to the contrary.

     The Holder, by his acceptance hereof, authorizes the Agent to execute the
Purchase Contracts evidenced hereby on his behalf, authorizes and directs the
Agent on his behalf to take such other action, and covenants and agrees to take
such other action, as may be necessary or appropriate, or as may be required by
the Agent, to effectuate the provisions of the Unit Agreement relating to the
purchase of the Purchase Contract Property [and the pledge of the Debt
Securities constituting part of the Unit of which this Purchase Contract forms
a part to the Collateral Agent on the Holder's behalf,](8) appoints the agent
as his attorney-in-fact for any and all such purposes, and agrees to be bound
by the terms thereof.

     No Purchase Contract evidenced hereby shall be valid or obligatory for any
purpose until countersigned and executed on behalf of the Holder by the Agent,
pursuant to the Unit Agreement.

----------
(8)  Insert in Registered Units consisting of Debt Securities and
     Purchase Contracts.


                                      A-12


<PAGE>


     IN WITNESS WHEREOF, Morgan Stanley has caused this instrument to be duly
executed.

                                 MORGAN STANLEY


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


JPMORGAN CHASE BANK,
     as Agent, and as attorney-in-fact of
     the Holder hereof


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


Countersigned

JPMORGAN CHASE BANK,
     as Agent


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


                                      A-13


<PAGE>


          [IF PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT, INSERT]


                                                                     SCHEDULE A

                                     GLOBAL
                                PURCHASE CONTRACT
                              SCHEDULE OF EXCHANGES

     The initial number of Purchase Contracts represented by this Global
Purchase Contract is __________. In accordance with the Unit Agreement pursuant
to which this Global Purchase Contract has been issued, the following (A)
exchanges of [the number of Purchase Contracts indicated below for a like number
of Purchase Contracts represented by a Global Purchase Contract that has been
separated from a Unit (a "Separated Purchase Contract")](1) [the number of
Purchase Contracts that had been represented by a Global Purchase Contract that
is part of a Unit (an "Attached Unit Purchase Contract") for a like number of
Purchase Contracts represented by this Purchase Contract](2) and (B) settlements
of the number of Purchase Contracts indicated below have been made:


<TABLE>

                                        Number of
                                        Attached
                                        Unit
                                        Purchase
                                        Contracts
                                        Exchanged
                                        for
                                        Purchase
               Number      Reduced      Contracts   Increased                Reduced
               Exchanged   Number       represented Number                   Number
               for         Outstanding  by this     Outstanding Number of    Outstanding Notation
Date of        Separated   Following    Separated   Following   Purchase     Following   Made by or
Exchange or    Purchase    Such         Purchase    Such        Contracts    Such        on Behalf
Settlement     Contract(1) Exchange(1)  Contract(2) Exchange(2) Settled      Settlement  of Agent
-----------    ---------   -----------  ----------- ----------- ---------    ----------- ----------

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

</TABLE>



----------
(1)  Applies only if this Purchase Contract is part of a Unit.

(2)  Applies only if this Purchase Contract has been separated from a Unit.


                                      A-14


<PAGE>


              [IF PURCHASE CONTRACT IS SEPARATED FROM UNIT, INSERT]

                              [FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned assigns and transfers the Purchase
Contract(s) represented by this Certificate to:

_______________(Insert assignee's social security or tax identification number)

_______________(Insert address and zip code of assignee)

and irrevocably appoints _________________

agent to transfer this Certificate on the books of the Corporation. The agent
may substitute another to act for him or her.

Date:

Signature(s):


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

-------------------------------------------------------------------------------
   (Sign exactly as your name appears on the other side of this Certificate)

NOTICE: The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.]


                                      A-15


<PAGE>


           [IF UNIT CERTIFICATE IS A GLOBAL UNIT CERTIFICATE, INSERT]

                                                                      SCHEDULE A

                                     GLOBAL
                                UNIT CERTIFICATE
                              SCHEDULE OF EXCHANGES

         The initial number of Units represented by this Global Unit Certificate
is _________. In accordance with the Unit Agreement pursuant to which this
Global Unit Certificate has been issued, the following reductions of the number
of Units represented by this Global Unit Certificate have occurred:


<TABLE>
                   Number Reduced
                   by Separation                                     Number of
                   of the           Number          Number Reduced   Units           Notation Made
                   Component        Reduced by      by Settlement    Outstanding     by or on
                   Parts of this    Exercise of     of Purchase      Following any   Behalf of
Date of Reduction  Unit             Warrants        Contracts        such Reduction  Paying Agent
-----------------  --------------   -----------     --------------   --------------  -------------
<S>                <C>              <C>             <C>              <C>             <C>



</TABLE>



                                      A-16


<PAGE>


                     [IF UNIT IS A DEFINITIVE UNIT, INSERT -

                              [FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned assigns and transfers the Unit(s)
represented by this Certificate to:

________________(Insert assignee's social security or tax identification number)

________________(Insert address and zip code of assignee)

and irrevocably appoints _________________

agent to transfer this Unit Certificate on the books of the Corporation. The
agent may substitute another to act for him or her.


Date:

Signature(s):

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

-------------------------------------------------------------------------------
   (Sign exactly as your name appears on the other side of this Certificate)


NOTICE: The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.]


                                      A-17