<PAGE>   1


                                                                    EXHIBIT 4.37






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



                             NIPSCO INDUSTRIES, INC.


                                       AND


                            THE CHASE MANHATTAN BANK,
                           As Purchase Contract Agent



                           PURCHASE CONTRACT AGREEMENT



                          Dated as of February 16, 1999



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



<PAGE>   2


                                TABLE OF CONTENTS

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RECITALS .........................................................................................................1

                        ARTICLE I

                        Definitions and Other Provisions
                        of General Applications
Section 1.1.          Definitions.................................................................................1
Section 1.2.          Compliance Certificates and Opinions.......................................................11
Section 1.3.          Form of Documents Delivered to Agent.......................................................12
Section 1.4.          Acts of Holders; Record Dates..............................................................12
Section 1.5.          Notices....................................................................................13
Section 1.6.          Notice to Holders; Waiver..................................................................15
Section 1.7.          Effect of Headings and Table of Contents...................................................15
Section 1.8.          Successors and Assigns.....................................................................15
Section 1.9.          Separability Clause........................................................................15
Section 1.10.         Benefits of Agreement......................................................................15
Section 1.11.         Governing Law..............................................................................16
Section 1.12.         Legal Holidays.............................................................................16
Section 1.13.         Counterparts...............................................................................16
Section 1.14.         Inspection of Agreement....................................................................16

                        ARTICLE II

                        Certificate Forms
Section 2.1.          Forms of Certificates Generally............................................................16
Section 2.2.          Form of Agent's Certificate of Authentication..............................................18

                        ARTICLE III

                        The Securities
Section 3.1.          Amount; Form and Denominations.............................................................18
Section 3.2.          Rights and Obligations Evidenced by the Certificates.......................................18
Section 3.3.          Execution, Authentication, Delivery and Dating.............................................19
Section 3.4.          Temporary Certificates.....................................................................20
Section 3.5.          Registration; Registration of Transfer and Exchange........................................20
Section 3.6.          Book-Entry Interests.......................................................................21
Section 3.7.          Notices to Holders.........................................................................22
Section 3.8.          Appointment of Successor Clearing Agency...................................................22
Section 3.9.          Definitive Certificates....................................................................22
Section 3.10.         Mutilated, Destroyed, Lost and Stolen Certificates.........................................23
Section 3.11.         Persons Deemed Owners......................................................................24
Section 3.12.         Cancellation...............................................................................24
Section 3.13.         Substitution of Securities.................................................................25
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Section 3.14.         Reestablishment of Corporate PIES..........................................................26
Section 3.15.         Transfer of Collateral upon Occurrence of Termination Event................................28
Section 3.16.         No Consent to Assumption...................................................................28

                        ARTICLE IV

                        The Preferred Securities
Section 4.1.          Payment of Distribution; Rights to Distributions Preserved; Distribution Rate
                      Reset; Notice..............................................................................29
Section 4.2.          Notice and Voting..........................................................................30
Section 4.3.          Distribution of Debentures; Tax Event Redemption...........................................30

                        ARTICLE V

                        The Purchase Contracts
Section 5.1.          Purchase of Shares of Common Stock.........................................................32
Section 5.2.          Contract Adjustment Payments...............................................................33
Section 5.3.          [Intentionally omitted]....................................................................34
Section 5.4.          Payment of Purchase Price..................................................................34
Section 5.5.          Issuance of Shares of Common Stock.........................................................37
Section 5.6.          Adjustment of Settlement Rate..............................................................38
Section 5.7.          Notice of Adjustments and Certain Other Events.............................................43
Section 5.8.          Termination Event; Notice..................................................................43
Section 5.9.          Early Settlement...........................................................................44
Section 5.10.         No Fractional Shares.......................................................................45
Section 5.11.         Charges and Taxes..........................................................................46

                        ARTICLE VI

                        Remedies
Section 6.1.          Unconditional Right of Holders to Receive Contract Adjustment Payments and
                      to Purchase Common Stock...................................................................46
Section 6.2.          Restoration of Rights and Remedies.........................................................46
Section 6.3.          Rights and Remedies Cumulative.............................................................46
Section 6.4.          Delay or Omission Not Waiver...............................................................47
Section 6.5.          Undertaking for Costs......................................................................47
Section 6.6.          Waiver of Stay or Extension Laws...........................................................47

                        ARTICLE VII

                        The Agent
Section 7.1.          Certain Duties and Responsibilities........................................................48
Section 7.2.          Notice of Default..........................................................................49
Section 7.3.          Certain Rights of Agent....................................................................49
Section 7.4.          Not Responsible for Recitals or Issuance of Securities.....................................50
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Section 7.5.          May Hold Securities........................................................................50
Section 7.6.          Money Held in Custody......................................................................50
Section 7.7.          Compensation and Reimbursement.............................................................50
Section 7.8.          Corporate Agent Required; Eligibility......................................................51
Section 7.9.          Resignation and Removal; Appointment of Successor..........................................51
Section 7.10.         Acceptance of Appointment by Successor.....................................................52
Section 7.11.         Merger, Conversion, Consolidation or Succession to Business................................52
Section 7.12.         Preservation of Information; Communications to Holders.....................................53
Section 7.13.         No Obligations of Agent....................................................................53
Section 7.14.         Tax Compliance.............................................................................53

                        ARTICLE VIII

                        Supplemental Agreements
Section 8.1.          Supplemental Agreements Without Consent of Holders.........................................54
Section 8.2.          Supplemental Agreements With Consent of Holders............................................54
Section 8.3.          Execution of Supplemental Agreements.......................................................56
Section 8.4.          Effect of Supplemental Agreements..........................................................56
Section 8.5.          Reference to Supplemental Agreements.......................................................56

                        ARTICLE IX

                        Consolidation, Merger, Sale or Conveyance
Section 9.1.          Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under
                      Certain Conditions.........................................................................56
Section 9.2.          Rights and Duties of Successor Corporation.................................................57
Section 9.3.          Opinion of Counsel Given to Agent..........................................................57

                        ARTICLE X

                        Covenants
Section 10.1.         Performance Under Purchase Contracts.......................................................57
Section 10.2.         Maintenance of Office or Agency............................................................57
Section 10.3.         Company to Reserve Common Stock............................................................58
Section 10.4.         Covenants as to Common Stock...............................................................58
Section 10.5.         Statements of Officers of the Company as to Default........................................58
Section 10.6.         ERISA......................................................................................59
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<PAGE>   5



EXHIBIT A      Form of Corporate PIES Certificate
EXHIBIT B      Form of Treasury PIES Certificate
EXHIBIT C      Instruction to Purchase Contract Agent
EXHIBIT D      Notice from Purchase Contract Agent to Holders (Transfer of
               Collateral upon Occurrence of a Termination Event)
EXHIBIT E      Notice to Settle by Separate Cash
EXHIBIT F      Notice from Purchase Contract Agent to Collateral Agent and
               Indenture Trustee (Payment of Purchase Contract Settlement Price)











                                      -iv-

<PAGE>   6


     PURCHASE CONTRACT AGREEMENT, dated as of February 16, 1999, between NIPSCO
INDUSTRIES, INC., an Indiana corporation (the "Company"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, acting as purchase contract
agent for the Holders of Securities from time to time (the "Agent").

                                    RECITALS


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

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


                              W I T N E S S E T H :
                              - - - - - - - - - -


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


                                   ARTICLE I

                        Definitions and Other Provisions
                            of General Applications

Section 1.1.  Definitions.

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

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

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

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




<PAGE>   7


     (d) the following terms have the meanings given to them in the Declaration:
(i) Applicable Ownership Interest; (ii) Applicable Principal Amount; (iii)
Authorized Newspaper; (iv) Guarantee; (v) Primary Treasury Dealer; (vi)
Quotation Agent; (vii) Redemption Amount; (viii) Redemption Price; (ix)
Remarketing; (x) Reset Rate; (xi) Tax Event; (xii) Tax Event Redemption; (xiii)
Tax Event Redemption Date; (xiv) Two-Year Benchmark Treasury Rate; (xv) Treasury
Portfolio; and (xvi) Treasury Portfolio Purchase Price; and

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

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

     "Adjusted Contract Adjustment Payment Rate," with respect to any Reset
Transaction, means the rate per annum that is the arithmetic average of the
rates quoted by two Reference Dealers selected by the Company or its successor
as the rate at which Contract Adjustment Payments should accrue so that the fair
market value, expressed in dollars, of a Corporate PIES immediately after the
later of (i) public announcement of such Reset Transaction or (ii) public
announcement of a change in dividend policy in connection with such Reset
Transaction will equal the average Trading Price of a Corporate PIES for the 20
Trading Days immediately preceding the date of public announcement of such Reset
Transaction; provided that the Adjusted Contract Adjustment Payment Rate shall
not be less than 1.85% per annum.

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

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

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

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

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

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



                                       -2-
<PAGE>   8


     "Board of Directors" means the board of directors of the Company or a duly
authorized committee of that board.

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

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

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

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

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

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

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

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

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral" has the meaning specified in the Pledge Agreement.

     "Collateral Account" has the meaning specified in the Pledge Agreement.

     "Collateral Agent" means The First National Bank of Chicago, as Collateral
Agent under the Pledge Agreement until a successor Collateral Agent shall have
become such pursuant to the applicable provisions of the Pledge Agreement, and
thereafter "Collateral Agent" shall mean the Person who is then the Collateral
Agent thereunder.

     "Collateral Substitution" has the meaning specified in Section 3.13.



                                      -3-
<PAGE>   9



     "Common Stock" means the Common Shares, without par value, of the Company.

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

     "Contract Adjustment Payments" means, (a) if a Reset Transaction has not
occurred, the fee payable by the Company in respect of each Purchase Contract,
equal to 1.85% per annum of the Stated Amount, or (b) following the occurrence
of a Reset Transaction, the Adjusted Contract Adjustment Payment Rate related to
such Reset Transaction until any succeeding Reset Transaction shall occur,
computed (i) for any full quarterly period on the basis of a 360-day year of
twelve 30-day months and (ii) for any period shorter than a full quarterly
period for which such payments are calculated, on the basis of a 30-day month
and, for periods of less than a month, the actual number of days elapsed per
30-day month.

     "Corporate PIES" means the collective rights and obligations of a Holder of
a Corporate PIES Certificate in respect of a Preferred Security, the Debentures
or an appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, subject in each case to the Pledge thereof, and the related
Purchase Contract; provided that the appropriate Applicable Ownership Interest
(as specified in clause (B) of the definition of such term) of the Treasury
Portfolio shall not be subject to the Pledge.

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

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

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

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

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

     "Debentures" means the series of debentures to be issued by the Finance
Subsidiary under the Indenture and held by the Property Trustee.

     "Declaration" means the Amended and Restated Declaration of Trust of NIPSCO
Capital Trust I, dated as of February 16, 1999, among the Finance Subsidiary, as
the sponsor, the trustees named therein and the holders from time to time of
undivided beneficial interests in the assets of the Trust.



                                      -4-
<PAGE>   10


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

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

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

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

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

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

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

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

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

     "Expiration Date" has the meaning specified in Section 1.4.

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

     "Finance Subsidiary" means NIPSCO Capital Markets, Inc., an Indiana
corporation, until a successor shall have become such pursuant to the Indenture,
and thereafter "Finance Subsidiary" shall mean such successor.

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

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



                                      -5-
<PAGE>   11



     "Indenture" means the Indenture, dated as of February 14, 1997, between the
Finance Subsidiary, the Company and the Indenture Trustee, as amended and
supplemented (including any provisions of the TIA that are deemed incorporated
therein), pursuant to which the Debentures are to be issued.

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

     "Issuer Order" or "Issuer Request" means a written request or order signed
in the name of the Company by its Chairman of the Board, its President or one of
its Vice Presidents, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Agent.

     "NYSE" has the meaning specified in Section 5.1.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, its President or one of its Vice Presidents, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Agent. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Agreement shall
include:

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company (and who may be an employee of the Company), and who shall be
reasonably acceptable to the Agent. An opinion of counsel may rely on
certificates as to matters of fact.

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

                  (i) If a Termination Event has occurred, (A) Treasury PIES and
         (B) Corporate PIES for which the underlying Preferred Securities or
         Debentures or the appropriate Applicable Ownership Interest of the
         Treasury Portfolio, as the case may be, has been theretofore deposited
         with the Agent in trust for the Holders of such Corporate PIES;



                                      -6-
<PAGE>   12



                  (ii) Corporate PIES and Treasury PIES evidenced by
         Certificates theretofore cancelled by the Agent or delivered to the
         Agent for cancellation or deemed cancelled pursuant to the provisions
         of this Agreement; and

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

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

     "Payment Date" means each February 19, May 19, August 19 and November 19,
commencing May 19, 1999.

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

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

     "PIES" means the collective reference to the Corporate PIES and the
Treasury PIES.

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

     "Pledge" means the pledge under the Pledge Agreement of the Preferred
Securities, the Debentures, the Treasury Securities or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, in each case constituting a part of the
Securities.



                                      -7-
<PAGE>   13



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

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

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

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

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

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

     "Preferred Securities" means the Preferred Securities of the Trust, each
having a stated liquidation amount of $50, representing preferred undivided
beneficial interests in the assets of the Trust.

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

     "Property Trustee" means The Chase Manhattan Bank, as property trustee
under the Declaration, or any successor thereto that is a financial institution
unaffiliated with the Company.

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

     "Purchase Contract Settlement Date" means February 19, 2003.

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

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



                                      -8-
<PAGE>   14




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

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

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

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

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

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

     "Remarketing Agreement" means the Remarketing Agreement dated as of
February 16, 1999 by and between the Company, the Finance Subsidiary, the Trust
and the Remarketing Agent.

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

     "Reset Transaction" means a merger, consolidation or statutory share
exchange to which the Person that is the issuer of the common stock for which
the Purchase Contracts are then to be settled is a party, a sale of all or
substantially all assets of such Person, a recapitalization of such common stock
or a distribution described in Section 5.6(a)(4) by such Person, after the
effective date of which the Purchase Contracts are then to be settled for shares
of a Person (i) the common stock of which had a Dividend Yield for the four
fiscal quarters immediately preceding the public announcement thereof which was,
or (ii) that announces a dividend policy prior to the effective date thereof
which policy, if implemented, would result in a Dividend Yield on such common
stock for the next four fiscal quarters which would be, more than 250 basis
points higher than the Dividend Yield on the common stock for which the Purchase
Contracts are to be settled prior to such effective date for the four fiscal
quarters immediately preceding such public announcement.

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

     "Security" means a Corporate PIES or a Treasury PIES.

     "Securities Intermediary" means The First National Bank of Chicago, as
Securities Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such pursuant to the applicable provisions of the
Pledge Agreement, and thereafter "Securities Intermediary" shall mean such
successor.

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

     "Stated Amount" means $50.



                                      -9-
<PAGE>   15



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

     "Termination Event" means the occurrence of any of the following events:
(i) at any time on or prior to the Purchase Contract Settlement Date, a
judgment, decree or court order shall have been entered granting relief under
the Bankruptcy Code, adjudicating the Company to be insolvent, or approving as
properly filed a petition seeking reorganization or liquidation of the Company
or any other similar applicable Federal or State law, and, unless such judgment,
decree or order shall have been entered within 60 days prior to the Purchase
Contract Settlement Date, such decree or order shall have continued undischarged
and unstayed for a period of 60 days; or (ii) a judgment, decree or court order
for the appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of the Company or of its property, or for the winding
up or liquidation of its affairs, shall have been entered, and, unless such
judgment, decree or order shall have been entered within 60 days prior to the
Purchase Contract Settlement Date, such judgment, decree or order shall have
continued undischarged and unstayed for a period of 60 days; or (iii) at any
time on or prior to the Purchase Contract Settlement Date, the Company shall
file a petition for relief under the Bankruptcy Code, or shall consent to the
filing of a bankruptcy proceeding against it, or shall file a petition or answer
or consent seeking reorganization or liquidation under the Bankruptcy Code or
any other similar applicable Federal or State law, or shall consent to the
filing of any such petition, or shall consent to the appointment of a receiver
or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its
property, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due.

     "Threshold Appreciation Price" has the meaning specified in Section 5.1.

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

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

     "Trading Price" of a security on any date of determination means (i) the
closing sale price (or, if no closing price is reported, the last reported sale
price) of a security (regular way) on the NYSE on such date, (ii) if such
security is not listed for trading on the NYSE on any such date, the closing
sale price as reported in the composite transactions for the principal United
States securities exchange on which such security is so listed, (iii) if such
security is not so listed on a United States national or regional securities
exchange, the closing sale price as reported by the NASDAQ Stock Market, Inc.,
(iv) if such security is not so reported, the price quoted by Interactive Data
Corporation for such security or, if Interactive Data Corporation is not quoting
such price, a similar quotation service selected by the Company, (v) if such
security is not so quoted, the average of the mid-point of the last bid and ask
prices for such security from at least two dealers recognized as market-makers
for such security, or (vi) if such security is not so quoted, the average of the
last bid and ask prices for such security from a Reference Dealer.

     "Treasury PIES" means, following the substitution of one or more Treasury
Securities for Preferred Securities, Debentures or for the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, as collateral to



                                      -10-
<PAGE>   16


secure a holder's obligations under a Purchase Contract, the collective rights
and obligations of a Holder of a Treasury PIES Certificate in respect of such
Treasury Securities, subject in each case to the Pledge thereof, and the related
Purchase Contract.

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

     "Treasury PIES Register" and "Treasury PIES Registrar" have the respective
meanings specified in Section 3.5.

     "Treasury Security" means zero-coupon U.S. Treasury Securities (Cusip
Number 912820BF3) which are the principal strip of the 6.25% U. S. Treasury
Securities which mature on February 15, 2003.

     "Trust" means NIPSCO Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware, or any successor thereto by merger or
consolidation.

     "Underwriting Agreement" means the Underwriting Agreement dated February 9,
1999 among the Company, the Trust, the Finance Subsidiary and Lehman Brothers
Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.

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

Section 1.2.  Compliance Certificates and Opinions.

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

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

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

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



                                      -11-
<PAGE>   17



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

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

Section 1.3.  Form of Documents Delivered to Agent.

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

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

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

Section 1.4.  Acts of Holders; Record Dates.

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



                                      -12-
<PAGE>   18



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

     (c) The ownership of Securities shall be proved by the Corporate PIES
Register or the Treasury PIES Register, as the case may be.

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

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

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

Section 1.5.  Notices.



                                      -13-
<PAGE>   19



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

         If to the Agent:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Telecopier No.:  212-946-8159
                  Attention:  Corporate Trust Group

         If to the Company:

                  NIPSCO Industries, Inc.
                  801 East 86th Avenue
                  Merrillville, Indiana 46410
                  Telecopier No.:
                  Attention:

         If to the Collateral Agent:

                  The First National Bank of Chicago
                  1 First National Plaza, Suite 0126
                  Chicago, Illinois 60670
                  Telecopier No.: 312-407-1708
                  Attention:  Corporate Trust Administration Department

         If to the Property Trustee:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Telecopier No.: 212-946-8159
                  Attention: Corporate Trust Group

         If to the Indenture Trustee:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Telecopier No.: 212-946-8159
                  Attention:  Corporate Trust Group



                                      -14-
<PAGE>   20



Section 1.6.  Notice to Holders; Waiver.

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

Section 1.7.  Effect of Headings and Table of Contents.

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

Section 1.8.  Successors and Assigns.

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

Section 1.9.  Separability Clause.

     In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

Section 1.10.  Benefits of Agreement.

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



                                      -15-
<PAGE>   21


Section 1.11.  Governing Law.

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

Section 1.12.  Legal Holidays.

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

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

Section 1.13.  Counterparts.

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

Section 1.14.  Inspection of Agreement.

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


                                   ARTICLE II

                                Certificate Forms

Section 2.1.   Forms of Certificates Generally.

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

                                      -16-

<PAGE>   22



therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Corporate PIES Certificates, as evidenced by their
execution of the Corporate PIES Certificates.

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

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

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

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

          "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
          PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
          IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
          (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE
          IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON
          OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
          CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO
          TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
          CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
          DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
          ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
          CIRCUMSTANCES.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
          AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR
          SUCH OTHER NAME AS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE
          DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
          OTHER ENTITY AS


                                      -17-


<PAGE>   23



          IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
          TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
          ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN."

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

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

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


                                   ARTICLE III

                                 The Securities

Section 3.1.   Amount; Form and Denominations.

          The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 6,900,000 except for Certificates authenticated, executed and
delivered upon registration of transfer of, in exchange for, or in lieu of,
other Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9 or 8.5.

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

Section 3.2.   Rights and Obligations Evidenced by the Certificates.

          Each Corporate PIES Certificate shall evidence the number of Corporate
PIES specified therein, with each such Corporate PIES representing the ownership
by the Holder thereof of a beneficial interest in a Preferred Security, a
Debenture or the Applicable Ownership Interest of the Treasury Portfolio, as the
case may be, subject to the Pledge of such Preferred Security, such Debenture or
the Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the Treasury Portfolio, as the case may be, by such Holder
pursuant to the Pledge Agreement, and the rights and obligations of the Holder
thereof and the Company under one Purchase Contract. The Agent as
attorney-in-fact for, and on behalf of, the Holder of each Corporate PIES shall
pledge, pursuant to the Pledge Agreement, the Preferred Security, the Debenture
or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, forming
a part of such Corporate PIES, to the Collateral Agent and grant to the
Collateral Agent a security interest in the right, title and interest of such
Holder in such Preferred Security, such Debenture or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, for the benefit of the Company, to
secure the obligation of the Holder under each Purchase Contract to purchase the
Common Stock of the Company. Prior to the purchase of


                                      -18-


<PAGE>   24



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

          Each Treasury PIES Certificate shall evidence the number of Treasury
PIES specified therein, with each such Treasury PIES representing the ownership
by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury
Security with a principal amount equal to $1,000, subject to the Pledge of such
Treasury Security by such Holder pursuant to the Pledge Agreement, and the
rights and obligations of the Holder thereof and the Company under one Purchase
Contract. Prior to the purchase, if any, of shares of Common Stock under each
Purchase Contract, such Purchase Contract shall not entitle the Holder of a
Treasury PIES Certificate to any of the rights of a holder of shares of Common
Stock, including, without limitation, the right to vote or receive any dividends
or other payments or to consent or to receive notice as a stockholder in respect
of the meetings of stockholders or for the election of directors of the Company
or for any other matter, or any other rights whatsoever as a stockholder of the
Company.

Section 3.3.   Execution, Authentication, Delivery and Dating.

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

          The Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Certificates may be manual or
facsimile.

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

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

          Each Certificate shall be dated the date of its authentication.



                                      -19-


<PAGE>   25


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

Section 3.4.   Temporary Certificates.

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

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

Section 3.5.   Registration; Registration of Transfer and Exchange.

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

          Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on behalf of the designated transferee or
transferees, and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of any authorized


                                      -20-


<PAGE>   26



denominations, like tenor, and evidencing a like number of Corporate PIES or
Treasury PIES, as the case may be.

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

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

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

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

          Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder and deliver any Certificate in
exchange for any other Certificate presented or surrendered for registration of
transfer or for exchange on or after the Business Day immediately preceding the
earlier of the Purchase Contract Settlement Date or the Termination Date. In
lieu of delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Agent shall (i) if
the Purchase Contract Settlement Date has occurred, deliver the shares of Common
Stock issuable in respect of the Purchase Contracts forming a part of the
Securities evidenced by such other Certificate or (ii) if a Termination Event
shall have occurred prior to the Purchase Contract Settlement Date, transfer the
Preferred Securities, the Debentures, the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio or the Treasury Securities, as the case may be, evidenced thereby, in
each case subject to the applicable conditions and in accordance with the
applicable provisions of Article Five hereof.

Section 3.6.   Book-Entry Interests.

          The Certificates, on original issuance, will be issued in the form of
one or more fully registered Global Certificates, to be delivered to the
Depositary by, or on behalf of, the Company.

                                      -21-


<PAGE>   27



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

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

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

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

          (d)  the rights of the Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law and
agreements between such Beneficial Owners and the Clearing Agency and/or the
Clearing Agency Participants.

Section 3.7.   Notices to Holders.

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

Section 3.8.   Appointment of Successor Clearing Agency.

          If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Securities, the Company may, in its
sole discretion, appoint a successor Clearing Agency with respect to the
Securities.

Section 3.9.   Definitive Certificates.

          If (i) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 3.8 or (ii) there shall have occurred and be continuing a default by the
Company in respect of its obligations under one or more Purchase Contracts, then
upon surrender of the Global Certificates representing the Securities by the
Clearing Agency, accompanied by registration instructions, the Company shall
cause definitive Certificates to be delivered to Beneficial Owners in accordance
with the instructions of the Clearing Agency. The Company shall not be liable
for any delay in delivery of such instructions and may conclusively rely on and
shall be protected in relying on, such instructions.


                                      -22-


<PAGE>   28



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

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

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

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

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

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



                                      -23-


<PAGE>   29



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

Section 3.11.  Persons Deemed Owners.

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

          Notwithstanding the foregoing, with respect to any Global Certificate,
nothing herein shall prevent the Company, the Agent or any agent of the Company
or the Agent, from giving effect to any written certification, proxy or other
authorization furnished by any Clearing Agency (or its nominee), as a Holder,
with respect to such Global Certificate or impair, as between such Clearing
Agency and owners of beneficial interests in such Global Certificate, the
operation of customary practices governing the exercise of rights of such
Clearing Agency (or its nominee) as Holder of such Global Certificate.

Section 3.12.  Cancellation.

          All Certificates surrendered for delivery of shares of Common Stock on
or after the Purchase Contract Settlement Date, upon the transfer of Preferred
Securities, Debentures, the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio or Treasury Securities, as the case may be, after the occurrence of a
Termination Event or pursuant to an Early Settlement, or upon the registration
of a transfer or exchange of a Security, or a Collateral Substitution or the
re-establishment of a Corporate PIES shall, if surrendered to any Person other
than the Agent, be delivered to the Agent and, if not already cancelled, shall
be promptly cancelled by it. The Company may at any time deliver to the Agent
for cancellation any Certificates previously authenticated, executed and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Certificates so delivered shall, upon Issuer Order, be
promptly cancelled by the Agent. No Certificates shall be authenticated,
executed on behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Agent shall
be destroyed by the Agent unless otherwise directed by Issuer Order.




                                      -24-


<PAGE>   30



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

Section 3.13.  Substitution of Securities.

          A Holder may separate the Preferred Securities, the Debentures or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as
applicable, from the related Purchase Contracts in respect of a Corporate PIES
by substituting for such Preferred Securities, Debentures or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
Treasury Securities in an aggregate principal amount equal to the aggregate
liquidation amount of such Preferred Securities, the aggregate principal amount
of such Debentures or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as applicable (a "Collateral Substitution"), at any time from and
after the date of this Agreement and on or prior to the seventh Business Day
immediately preceding the Purchase Contract Settlement Date in the case of the
Preferred Securities and the Debentures and on or prior to the second Business
Day immediately preceding the Purchase Contract Settlement Date in the case of
the appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, in each case by (a)
depositing with the Securities Intermediary Treasury Securities having an
aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities or the aggregate principal amount of the Debentures
comprising part of such Corporate PIES or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio comprising part of such Corporate PIES, as the case may be,
and (b) transferring the related Corporate PIES to the Agent accompanied by a
notice to the Agent, substantially in the form of Exhibit C hereto, stating that
the Holder has transferred the relevant amount of Treasury Securities to the
Securities Intermediary and requesting that the Agent instruct the Collateral
Agent to release the Preferred Securities, the Debentures or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, underlying such
Corporate PIES, whereupon the Agent shall promptly give such instruction to the
Collateral Agent, substantially in the form of Exhibit A to the Pledge
Agreement. Upon receipt of the Treasury Securities described in clause (a) above
and the instruction described in clause (b) above, in accordance with the terms
of the Pledge Agreement, the Collateral Agent will cause the Securities
Intermediary to release to the Agent, on behalf of the Holder, Preferred
Securities, Debentures or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, having a corresponding aggregate liquidation
amount of such Preferred Securities, aggregate principal amount of such
Debentures, or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, from the Pledge, free and clear of the Company's security interest
therein, and upon receipt thereof the Agent shall promptly:

                (i) cancel the related Corporate PIES;




                                      -25-


<PAGE>   31



               (ii) transfer the Preferred Securities, the Debentures or the
          appropriate Applicable Ownership Interest of the Treasury Portfolio,
          as the case may be, to the Holder; and

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

          Holders who elect to separate the Preferred Securities, the Debentures
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, from the related Purchase Contract and to substitute Treasury
Securities for such Preferred Securities or Debentures or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, shall be responsible
for any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the substitution, and the Company shall not be
responsible for any such fees or expenses.

          Holders may make Collateral Substitutions (i) only in integral
multiples of 20 Corporate PIES if Treasury Securities are being substituted for
Preferred Securities or Debentures, or (ii) only in integral multiples of
160,000 Corporate PIES if Treasury Securities are being substituted for the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio.

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

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

Section 3.14.  Reestablishment of Corporate PIES.

          A Holder of a Treasury PIES may recreate Corporate PIES at any time
(i) on or prior to the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, if a Tax


                                      -26-


<PAGE>   32



Event Redemption has not occurred, and (ii) on or prior to the second Business
Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event
Redemption has occurred, in each case by (a) depositing with the Securities
Intermediary Preferred Securities, Debentures or the appropriate Applicable
Ownership Interest (as defined in clause (A) of the definition of such term) of
the Treasury Portfolio, as the case may be, having an aggregate liquidation
amount in the case of the Preferred Securities, an aggregate principal amount in
the case of the Debentures or an aggregate Applicable Ownership Interest (as
defined in clause (A) of the definition of such term) of the Treasury Portfolio,
as the case may be, equal to the aggregate principal amount at maturity of the
Treasury Securities comprising part of the Treasury PIES and (b) transferring
the related Treasury PIES to the Agent accompanied by a notice to the Agent,
substantially in the form of Exhibit C hereto, stating that the Holder has
transferred the relevant amount of Preferred Securities, Debentures or the
appropriate Applicable Ownership Interest (as defined in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, to the
Securities Intermediary and requesting that the Agent instruct the Collateral
Agent to release the Treasury Securities underlying such Treasury PIES,
whereupon the Agent shall promptly give such instruction to the Collateral
Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon
receipt of the Preferred Securities, the Debentures or the appropriate
Applicable Ownership Interest (as defined in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, described in clause
(a) above and the instruction described in clause (b) above, in accordance with
the terms of the Pledge Agreement, the Collateral Agent will cause the
Securities Intermediary to effect the release of the Treasury Securities having
a corresponding aggregate principal amount at maturity from the Pledge to the
Agent free and clear of the Company's security interest therein, and upon
receipt thereof the Agent shall promptly:

                (i) cancel the related Treasury PIES;

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

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

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

          Holders of Treasury PIES may reestablish Corporate PIES in integral
multiples of 20 Treasury PIES for 20 Corporate PIES if a Tax Event Redemption
has not occurred, and in integral multiples of 160,000 Treasury PIES for 160,000
Corporate PIES if a Tax Event Redemption has occurred.

          Except as provided in this Section 3.14, for so long as the Purchase
Contract underlying a Treasury PIES remains in effect, such Treasury PIES shall
not be separable into its constituent parts and the rights and obligations of
the Holder of such Treasury PIES in respect of the 1/20 of



                                      -27-


<PAGE>   33



a Treasury Security and the Purchase Contract comprising such Treasury PIES may
be acquired, and may be transferred and exchanged, only as a Treasury PIES.

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

          Upon the occurrence of a Termination Event and the transfer to the
Agent of the Preferred Securities, the Debentures, the appropriate Applicable
Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the
case may be, underlying the Corporate PIES and the Treasury PIES pursuant to the
terms of the Pledge Agreement, the Agent shall request transfer instructions
with respect to such Preferred Securities or Debentures or the appropriate
Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities,
as the case may be, from each Holder by written request, substantially in the
form of Exhibit D hereto, mailed to such Holder at its address as it appears in
the Corporate PIES Register or the Treasury PIES Register, as the case may be.
Upon book-entry transfer of the Corporate PIES or Treasury PIES or delivery of a
Corporate PIES Certificate or Treasury PIES Certificate to the Agent with such
transfer instructions, the Agent shall transfer the Preferred Securities, the
Debentures, the appropriate Applicable Ownership Interest of the Treasury
Portfolio or Treasury Securities, as the case may be, underlying such Corporate
PIES or Treasury PIES, as the case may be, to such Holder by book-entry
transfer, or other appropriate procedures, in accordance with such instructions.
In the event a Holder of Corporate PIES or Treasury PIES fails to effect such
transfer or delivery, the Preferred Securities, the Debentures, the appropriate
Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities,
as the case may be, underlying such Corporate PIES or Treasury PIES, as the case
may be, and any distributions thereon, shall be held in the name of the Agent or
its nominee in trust for the benefit of such Holder, until the earlier of (a)
such Corporate PIES or Treasury PIES are transferred or the Corporate PIES
Certificate or Treasury PIES Certificate is surrendered or such Holder provides
satisfactory evidence that such Corporate PIES Certificate or Treasury PIES
Certificate has been destroyed, lost or stolen, together with any indemnity that
may be required by the Agent and the Company and (b) the expiration of the time
period specified in the abandoned property laws of the relevant State.

Section 3.16.  No Consent to Assumption.

          Each Holder of a Security, by acceptance thereof, shall be deemed
expressly to have withheld any consent to the assumption under Section 365 of
the Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its
trustee, receiver, liquidator or a person or entity performing similar functions
in the event that the Company becomes the debtor under the Bankruptcy Code or
subject to other similar state or federal law providing for reorganization or
liquidation.





                                      -28-


<PAGE>   34


                                   ARTICLE IV

                            The Preferred Securities

Section 4.1.   Payment of Distribution; Rights to Distributions Preserved;
               Distribution Rate Reset; Notice.

          A distribution on any Preferred Security, any Debenture or on the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, which is paid on any Payment Date shall, subject to receipt thereof by
the Agent from the Collateral Agent as provided by the terms of the Pledge
Agreement, be paid to the Person in whose name the Corporate PIES Certificate
(or one or more Predecessor Corporate PIES Certificates) of which such Preferred
Security, such Debenture or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, is a part is registered at the close of
business on the Record Date for such Payment Date.

          Each Corporate PIES Certificate evidencing Preferred Securities or
Debentures delivered under this Agreement upon registration of transfer of or in
exchange for or in lieu of any other Corporate PIES Certificate shall carry the
rights to distributions accrued and unpaid, and to accrue distributions, which
were carried by the Preferred Securities or Debentures or the appropriate
Applicable Ownership Interest of the Treasury Portfolio underlying such other
Corporate PIES Certificate.

          In the case of any Corporate PIES with respect to which Cash
Settlement of the underlying Purchase Contract is effected on or prior to the
fifth Business Day immediately preceding the Purchase Contract Settlement Date
pursuant to prior notice, or with respect to which Early Settlement of the
underlying Purchase Contract is effected on an Early Settlement Date, or with
respect to which a Collateral Substitution is effected, in each case on a date
that is after any Record Date and on or prior to the next succeeding Payment
Date, distributions on the Preferred Securities, the Debentures or on the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, underlying such Corporate PIES otherwise payable on such Payment Date
shall be payable on such Payment Date notwithstanding such Cash Settlement or
Early Settlement or Collateral Substitution, and such distributions shall,
subject to receipt thereof by the Agent, be payable to the Person in whose name
the Corporate PIES Certificate (or one or more Predecessor Corporate PIES
Certificates) was registered at the close of business on the Record Date. Except
as otherwise expressly provided in the immediately preceding sentence, in the
case of any Corporate PIES with respect to which Cash Settlement or Early
Settlement of the underlying Purchase Contract is effected on or prior to the
fifth Business Day immediately preceding the Purchase Contract Settlement Date
or an Early Settlement Date, as the case may be, or with respect to which a
Collateral Substitution has been effected, distributions on the related
Preferred Securities or Debentures or on the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, that would otherwise be
payable after the Purchase Contract Settlement Date or Early Settlement Date
shall not be payable hereunder to the Holder of such Corporate PIES; provided,
however, that to the extent that such Holder continues to hold the separated
Preferred Securities or Debentures that formerly


                                      -29-


<PAGE>   35



comprised a part of such Holder's Corporate PIES, such Holder shall be entitled
to receive the distributions on such separated Preferred Securities or
Debentures.

          The applicable Coupon Rate on the Debentures on and after the Purchase
Contract Settlement Date shall be reset on the third Business Day immediately
preceding the Purchase Contract Settlement Date equal to the Reset Rate (such
Reset Rate to be in effect on and after the Purchase Contract Settlement Date).

          Not later than 15 calendar days nor more than 30 calendar days prior
to the third Business Day immediately preceding the Purchase Contract Settlement
Date, the Company shall request DTC (or any successor Clearing Agency), to
notify the Beneficial Owners or Clearing Agency Participants holding Corporate
PIES or Treasury PIES of the procedures to be followed by Holders of Corporate
PIES who intend to effect the settlement of their obligations under the Purchase
Contracts underlying such Corporate PIES with separate cash on or prior to the
fifth Business Day prior to the Purchase Contract Settlement Date.

Section 4.2.   Notice and Voting.

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

Section 4.3.   Distribution of Debentures; Tax Event Redemption.

          Upon the liquidation of the Trust in accordance with the Declaration,
a principal amount at maturity of Debentures constituting the assets of the
Trust and underlying the Preferred Securities equal to the aggregate liquidation
amount of the Pledged Preferred Securities shall be


                                      -30-


<PAGE>   36



delivered to the Securities Intermediary in exchange for the Pledged Preferred
Securities. Thereafter, the Debentures will be substituted for the Pledged
Preferred Securities as the Collateral, and will be held by the Securities
Intermediary in the Collateral Account in accordance with the terms of the
Pledge Agreement to secure the obligations of each Holder of a Corporate PIES to
purchase the Common Stock of the Company under the Purchase Contracts
constituting a part of such Corporate PIES. Following the liquidation of the
Trust, the Holders and the Collateral Agent shall have such security interests,
rights and obligations with respect to the Debentures as the Holders and the
Collateral Agent had in respect of the Preferred Securities subject to the
Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge
Agreement. The Company may cause to be made in any Corporate PIES Certificates
thereafter to be issued such change in phraseology and form (but not in
substance) as may be appropriate to reflect the liquidation of the Trust and the
substitution of Debentures for Preferred Securities as Collateral.

          Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, the Redemption Price payable on the Tax Event
Redemption Date with respect to the Applicable Principal Amount shall be
deposited in the Collateral Account in exchange for the Pledged Preferred
Securities or the Pledged Debentures. Thereafter, pursuant to the terms of the
Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary
to apply an amount equal to the Redemption Amount of such Redemption Price to
purchase on behalf of the Holders of Corporate PIES the Treasury Portfolio and
promptly remit the remaining portion of such Redemption Price, if any, to the
Agent for payment to the Holders of such Corporate PIES. The Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio will be substituted as Collateral for the Pledged
Preferred Securities or the Pledged Debentures, and will be held by the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligation of each Holder of a Corporate PIES to purchase the Common Stock
of the Company under the Purchase Contract constituting a part of such Corporate
PIES. The Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio shall be transferred by the
Securities Intermediary to the Purchase Contract Agent, free and clear of any
lien, pledge or security interest created by the Pledge Agreement. Following the
occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement
Date, the Holders of Corporate PIES and the Collateral Agent shall have such
security interest rights and obligations with respect to the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio as the Holders of Corporate PIES and the Collateral
Agent had in respect of the Preferred Securities or Debentures, as the case may
be, subject to the Pledge thereof as provided in Articles II, III, IV, V, and VI
of the Pledge Agreement, and any reference herein to the Preferred Securities or
the Debentures shall be deemed to be reference to such Treasury Portfolio. The
Company may cause to be made in any Corporate PIES Certificates thereafter to be
issued such change in phraseology and form (but not in substance) as may be
appropriate to reflect the liquidation of the Trust and the substitution of the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio for Preferred Securities or Debentures as
Collateral.



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<PAGE>   37


                                    ARTICLE V

                             The Purchase Contracts

Section 5.1.   Purchase of Shares of Common Stock.

          Each Purchase Contract shall, unless an Early Settlement has occurred
in accordance with Section 5.9 hereof, obligate the Holder of the related
Security to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of newly issued shares of Common Stock equal to the Settlement Rate
unless, on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event with respect to the Security of which such Purchase
Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable
Market Value (as defined below) is equal to or greater than $31.0500 (the
"Threshold Appreciation Price"), 1.6103 shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price, but is greater than $26.3125, the number of shares of Common
Stock equal to the Stated Amount divided by the Applicable Market Value and (c)
if the Applicable Market Value is less than or equal to $26.3125, 1.9002 share
of Common Stock per Purchase Contract, in each case subject to adjustment as
provided in Section 5.6 (and in each case rounded upward or downward to the
nearest 1/10,000th of a share). As provided in Section 5.10, no fractional
shares of Common Stock will be issued upon settlement of Purchase Contracts.

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

          Each Holder of a Corporate PIES or a Treasury PIES, by its acceptance
thereof, irrevocably authorizes the Agent to enter into and perform the related
Purchase Contract on its behalf as its attorney-in-fact (including the execution
of Certificates on behalf of such Holder),


                                      -32-


<PAGE>   38



agrees to be bound by the terms and provisions thereof, covenants and agrees to
perform its obligations under such Purchase Contracts, and consents to the
provisions hereof, irrevocably authorizes the Agent as its attorney-in-fact to
enter into and perform this Agreement and the Pledge Agreement on its behalf as
its attorney-in-fact, and consents to and agrees to be bound by the Pledge of
the Preferred Securities, the Debentures, the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio or the Treasury Securities pursuant to the Pledge Agreement; provided
that upon a Termination Event, the rights of the Holder of such Security under
the Purchase Contract may be enforced without regard to any other rights or
obligations. Each Holder of a Corporate PIES or a Treasury PIES, by its
acceptance thereof, further covenants and agrees, that to the extent and in the
manner provided in Section 5.4 and the Pledge Agreement, but subject to the
terms thereof, payments in respect of the Preferred Securities or the Debentures
or the Proceeds of the Treasury Securities or the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

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

Section 5.2.   Contract Adjustment Payments.

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name a Certificate (or one or more Predecessor Certificates) is registered at
the close of business on the Record Date next preceding such Payment Date. The
Contract Adjustment Payments will be payable at the office of the Agent in The
City of New York maintained for that purpose or, at the option of the Company,
by check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Corporate PIES Register or Treasury PIES Register.
If any date on which Contract Adjustment Payments are to be made on the Purchase
Contracts related to the PIES is not a Business Day, then payment of the
Contract Adjustment Payments payable on such date will be made on the next day
that is a Business Day (and without any interest in respect of any such delay),
except that, if such Business Day is in the next calendar year, such payment
will be made on the preceding Business Day.

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

          Each Certificate delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the re-establishment of a Corporate PIES) any other
Certificate shall carry the rights to Contract


                                      -33-


<PAGE>   39



Adjustment Payments accrued and unpaid, and to accrue Contract Adjustment
Payments, which were carried by the Purchase Contracts underlying such other
Certificates.

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

Section 5.3.   [Intentionally omitted].

Section 5.4.   Payment of Purchase Price.

          (a) (i) Unless a Tax Event Redemption has occurred or a Holder settles
the underlying Purchase Contract through the early delivery of cash to the
Purchase Contract Agent in the manner described in Section 5.9, each Holder of a
Corporate PIES who intends to pay in cash shall notify the Agent by use of a
notice in substantially the form of Exhibit E hereto of its intention to pay in
cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be
purchased pursuant to a Purchase Contract. Such notice shall be given prior to
5:00 p.m., New York City time, on the seventh Business Day immediately preceding
the Purchase Contract Settlement Date. Prior to 11:00 a.m., New York City time,
on the next succeeding Business Day, the Agent shall notify the Collateral Agent
and the Indenture Trustee of the receipt of such notices from Holders intending
to make a Cash Settlement.

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

            (iii) If a Holder of a Corporate PIES fails to notify the Agent
of its intention to make a Cash Settlement in accordance with paragraph (a)(i)
above, or does notify the Agent as provided in paragraph (a)(i) above of its
intention to pay the Purchase Price in cash, but fails to make such


                                      -34-


<PAGE>   40



payment as required by paragraph (a)(ii) above, such Holder shall be deemed to
have consented to the disposition of the Pledged Preferred Securities or the
Pledged Debentures pursuant to the Remarketing as described in paragraph (b)
below.

             (iv) Promptly after 11:00 a.m., New York City time, on the fifth
Business Day preceding the Purchase Contract Settlement Date, the Agent, based
on notices received by the Agent pursuant to Section 5.4(a) hereof and notice
from the Securities Intermediary regarding cash received by it prior to such
time, shall notify the Collateral Agent and the Indenture Trustee of the number
of Preferred Securities or Debentures to be tendered for purchase in the
Remarketing in a notice substantially in the form of Exhibit F hereto.

          (b)     In order to dispose of the Preferred Securities or Debentures,
as the case may be, of Corporate PIES Holders who have not notified the Agent of
their intention to effect a Cash Settlement as provided in paragraph (a)(i)
above, or who have so notified the Agent but fail to make such payment as
required by paragraph (a)(ii) above, the Company shall engage Lehman Brothers,
Inc. (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell
such Preferred Securities or Debentures. In order to facilitate the remarketing,
the Agent, based on the notices specified in Section 5.4(a)(iv), shall notify
the Remarketing Agent, promptly after 11:00 a.m., New York City time, on the
fifth Business Day immediately preceding the Purchase Contract Settlement Date,
of the aggregate number of Preferred Securities or Debentures that are a
component of Corporate PIES to be remarketed. Concurrently, the Collateral
Agent, pursuant to the terms of the Pledge Agreement, shall cause such Preferred
Securities or Debentures to be presented to the Remarketing Agent for
remarketing. Upon receipt of such notice from the Agent and such Preferred
Securities or Debentures, the Remarketing Agent shall, on the third Business Day
immediately preceding the Purchase Contract Settlement Date, use commercially
reasonable efforts to remarket such Preferred Securities or Debentures on such
date at a price of 100% of the aggregate stated liquidation amount of such
Preferred Securities or principal amount at maturity of such Debentures. The
proceeds equal thereto shall automatically be applied by the Collateral Agent,
in accordance with the Pledge Agreement, to satisfy in full such Corporate PIES
Holders' obligations to pay the Purchase Price for the Common Stock under the
related Purchase Contracts on the Purchase Contract Settlement Date. Corporate
PIES Holders whose Preferred Securities or Debentures are so remarketed shall
not be responsible for the payment of any remarketing fee in connection
therewith. If, in spite of using their reasonable efforts, the Remarketing Agent
cannot remarket the related Preferred Securities or Debentures of such Holders
of Corporate PIES at a price of 100% of the aggregate stated liquidation amount
of such Preferred Securities or principal amount at maturity of such Debentures,
the remarketing shall be deemed to have failed (a "Failed Remarketing") and in
accordance with the terms of the Pledge Agreement the Collateral Agent, for the
benefit of the Company, shall exercise its rights as a secured party with
respect to such Preferred Securities or Debentures, including those actions
specified in paragraph (c) below; provided, that if upon a Failed Remarketing
the Collateral Agent exercises such rights for the benefit of the Company with
respect to such Preferred Securities or Debentures, any accrued and unpaid
distributions on such Preferred Securities or Debentures shall become payable by
the Company to the Agent for payment to the Beneficial Owner of the Corporate
PIES to which such Preferred Securities or Debentures relate. The Company shall
cause a notice of such Failed Remarketing to be published on the second Business
Day immediately preceding the Purchase Contract Settlement Date in a daily
newspaper

                                      -35-


<PAGE>   41



in the English language of general circulation in The City of New York, which is
expected to be The Wall Street Journal.

          (c)     With respect to any Preferred Securities or Debentures which
are subject to a Failed Remarketing, the Collateral Agent for the benefit of the
Company reserves all of its rights as a secured party with respect thereto and,
subject to applicable law and paragraph (g) below, may, among other things, (i)
retain the Preferred Securities or Debentures in full satisfaction of the
Holders' obligations under the Purchase Contracts or (ii) sell the Preferred
Securities or Debentures in one or more public or private sales.

          (d) (i) Unless a Holder of Treasury PIES or Corporate PIES (if a Tax
Event Redemption has occurred) settles the underlying Purchase Contract through
the early delivery of cash to the Purchase Contract Agent in the manner
described in Section 5.9, each Holder of a Treasury PIES or Corporate PIES (if a
Tax Event Redemption has occurred) who intends to pay in cash shall notify the
Agent by use of a notice in substantially the form of Exhibit E hereto of its
intention to pay in cash the Purchase Price for the shares of Common Stock to be
purchased pursuant to a Purchase Contract. Such notice shall be given on or
prior to 5:00 p.m., New York City time, on the second Business Day immediately
preceding the Purchase Contract Settlement Date.

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

            (iii) If a Holder of a Treasury PIES or a Holder of a Corporate PIES
(if a Tax Event Redemption has occurred) fails to notify the Agent of its
intention to make a Cash Settlement in accordance with paragraph (d)(i) above,
or does notify the Agent as provided in paragraph (d)(i) above of its intention
to pay the Purchase Price in cash, but fails to make such payment as required by
paragraph (d)(ii) above, then upon the maturity of the Pledged Treasury
Securities or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, held by the Securities Intermediary on the Business Day immediately
prior to the Purchase Contract Settlement Date, the principal amount of the
Treasury Securities or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, received by the Securities Intermediary shall be
invested promptly in Permitted Investments. On the Purchase Contract Settlement
Date an amount equal to the Purchase Price shall be remitted to the Company as
payment thereof without receiving any instructions from the Holder. In the event


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<PAGE>   42



the sum of the proceeds from the related Pledged Treasury Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, and the
investment earnings earned from such investments is in excess of the aggregate
Purchase Price of the Purchase Contracts being settled thereby, the Collateral
Agent shall cause the Securities Intermediary to distribute such excess to the
Agent for the benefit of the Holder of the related Treasury PIES or Corporate
PIES when received.

          (e)  Any distribution to Holders of excess funds and interest
described above shall be payable at the office of the Agent in The City of New
York maintained for that purpose or, at the option of the Holder, by check
mailed to the address of the Person entitled thereto at such address as it
appears on the Register.

          (f)  Upon Cash Settlement of any Purchase Contract, (i) the Collateral
Agent will in accordance with the terms of the Pledge Agreement cause the
Pledged Preferred Securities, the Pledged Debentures, the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio or the Pledged Treasury Securities, as the case may
be, underlying the relevant Security to be released from the Pledge free and
clear of any security interest of the Company and transferred to the Agent for
delivery to the Holder thereof or its designee as soon as practicable and (ii)
subject to the receipt thereof, the Agent shall, by book-entry transfer, or
other appropriate procedures, in accordance with written instructions provided
by the Holder thereof, transfer such Preferred Securities or Debentures, the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio or such Treasury Securities,
as the case may be (or, if no such instructions are given to the Agent by the
Holder, the Agent shall hold such Preferred Securities or Debentures or the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio or such Treasury Securities, as the case
may be, and any distribution thereon, in the name of the Agent or its nominee in
trust for the benefit of such Holder until the expiration of the time period
specified in the abandoned property laws of the relevant State).

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

Section 5.5.   Issuance of Shares of Common Stock.

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


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<PAGE>   43



Certificate to the Agent on or after the Purchase Contract Settlement Date,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Common Stock which such
Holder is entitled to receive pursuant to the provisions of this Article Five
(after taking into account all Securities then held by such Holder), together
with cash in lieu of fractional shares as provided in Section 5.10 and any
dividends or distributions with respect to such shares constituting part of the
Purchase Contract Settlement Fund, but without any interest thereon, and the
Certificate so surrendered shall forthwith be cancelled. Such shares shall be
registered in the name of the Holder or the Holder's designee as specified in
the settlement instructions provided by the Holder to the Agent. If any shares
of Common Stock issued in respect of a Purchase Contract are to be registered to
a Person other than the Person in whose name the Certificate evidencing such
Purchase Contract is registered, no such registration shall be made unless the
Person requesting such registration has paid any transfer and other taxes
required by reason of such registration in a name other than that of the
registered Holder of the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either has been
paid or is not payable.

Section 5.6.   Adjustment of Settlement Rate.

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

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

               (2) In case the Company shall issue rights, options or warrants
to all holders of its Common Stock (not being available on an equivalent basis
to Holders of the Securities upon settlement of the Purchase Contracts
underlying such Securities) entitling them, for a period expiring within 45 days
after the record date for the determination of stockholders entitled to receive
such rights, options or warrants, to subscribe for or purchase shares of Common
Stock at a price per share less than the Current Market Price per share of the
Common Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than pursuant to a dividend
reinvestment plan), the Settlement Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Settlement Rate by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination


                                      -38-


<PAGE>   44



plus the number of shares of Common Stock which the aggregate of the offering
price of the total number of shares of Common Stock so offered for subscription
or purchase would purchase at such Current Market Price and the denominator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock so offered for subscription or purchase, such increase to become
effective immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this paragraph (2), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include any shares issuable
in respect of any scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company shall not issue any such rights, options or warrants
in respect of shares of Common Stock held in the treasury of the Company.

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

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

               (5) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock (I) cash (excluding any cash that
is distributed in a Reorganization Event to which Section 5.6(b) applies or as
part of a distribution referred to in paragraph (4) of this Section) in an
aggregate amount that, combined together with the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash (other
than in connection with a Reorganization Event) within the 12 months preceding
the date of payment of such distribution and in respect of which no adjustment
pursuant to this paragraph (5) or


                                      -39-


<PAGE>   45



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

               (6) In case a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of
Purchased Shares) of (I) an aggregate consideration having a fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) that combined together with the
aggregate of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution), as of the expiration of such tender or exchange offer, of
consideration payable in respect of any other tender or exchange offer, by the
Company or any subsidiary of the Company for all or any portion of the Common
Stock expiring within the 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to paragraph (5)
of this Section or this paragraph (6) has been made and (II) the aggregate
amount of any distributions to all holders of the Company's Common Stock made
exclusively in cash within the 12 months preceding the expiration of such tender
or exchange offer and in respect of which no adjustment pursuant to paragraph
(5) of this Section or this paragraph (6) has been made, exceeds 15% of the
product of the Current Market Price per share of the Common Stock as of the last
time (the "Expiration Time") tenders could have been made pursuant to such
tender or exchange offer (as it may be amended) times the number of shares of
Common Stock outstanding (including any tendered shares) on the Expiration Time,
then, and in each such case, immediately prior to the opening of business on the
day after the date of the Expiration Time, the Settlement Rate shall be adjusted
so that the same shall equal the rate determined by dividing the Settlement Rate
immediately prior to the close of business on the date of the Expiration Time by
a fraction (i) the numerator of which shall be equal to (A) the product of (I)
the Current Market Price per share of the Common Stock on the date of the
Expiration

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<PAGE>   46



Time and (II) the number of shares of Common Stock outstanding (including any
tendered shares) on the Expiration Time less (B) the amount of cash plus the
fair market value (determined as aforesaid) of the aggregate consideration
payable to stockholders based on the transactions described in clauses (I) and
(II) above (assuming in the case of clause (I) the acceptance, up to any maximum
specified in the terms of the tender or exchange offer, of Purchased Shares),
and (ii) the denominator of which shall be equal to the product of (A) the
Current Market Price per share of the Common Stock as of the Expiration Time and
(B) the number of shares of Common Stock outstanding (including any tendered
shares) as of the Expiration Time less the number of all shares validly tendered
and not withdrawn as of the Expiration Time (the shares deemed so accepted, up
to any such maximum, being referred to as the "Purchased Shares").

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

               (8) The "Current Market Price" per share of Common Stock on any
day means the average of the daily Closing Prices for the five consecutive
Trading Days selected by the Company commencing not more than 30 Trading Days
before, and ending not later than, the earlier of the day in question and the
day before the "ex date" with respect to the issuance or distribution requiring
such computation. For purposes of this paragraph, the term "ex date", when used
with respect to any issuance or distribution, shall mean the first date on which
the Common Stock trades regular way on such exchange or in such market without
the right to receive such issuance or distribution.

               (9) All adjustments to the Settlement Rate shall be calculated to
the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment
in the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent thereof; provided, however, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also
be made to the Applicable Market Value solely to determine which of clauses (a),
(b) or (c) of the definition of Settlement Rate in Section 5.1 will apply on the
Purchase Contract Settlement Date. Such adjustment shall be made by multiplying
the Applicable Market Value by a fraction of which the numerator shall be the
Settlement Rate

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<PAGE>   47



immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5),
(6), (7) or (10) of this Section 5.6(a) and the denominator shall be the
Settlement Rate immediately before such adjustment; provided, however, that if
such adjustment to the Settlement Rate is required to be made pursuant to the
occurrence of any of the events contemplated by paragraph (1), (2), (3), (4),
(5), (7) or (10) of this Section 5.6(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate and
customary adjustments shall be made to the Settlement Rate.

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

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

               In the event of (i) any consolidation or merger of the Company
with or into another Person (other than a merger or consolidation in which the
Company is the continuing corporation and in which the Common Stock outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of the Company or another corporation), (ii) any
sale, transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety, (iii) any statutory
exchange of securities of the Company with another Person (other than in
connection with a merger or acquisition) or (iv) any liquidation, dissolution or
winding up of the Company other than as a result of or after the occurrence of a
Termination Event (any such event, a "Reorganization Event"), the Settlement
Rate will be adjusted to provide that each Holder of Securities will receive on
the Purchase Contract Settlement Date with respect to each Purchase Contract
forming a part thereof, the kind and amount of securities, cash and other
property receivable upon such Reorganization Event (without any interest
thereon, and without any right to dividends or distribution thereon which have a
record date that is prior to the Purchase Contract Settlement Date) by a Holder
of the number of shares of Common Stock issuable on account of each Purchase
Contract if the Purchase Contract Settlement Date had occurred immediately prior
to such Reorganization Event assuming such Holder of Common Stock is not a
Person with which the Company consolidated or into which the Company merged or
which merged into the Company or to which such sale or transfer was made, as the
case may be (any such Person, a "Constituent Person"), or an Affiliate of a
Constituent Person to the extent such Reorganization Event provides for
different treatment of Common Stock held by Affiliates of the Company and
non-affiliates and such Holder failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such Reorganization Event (provided that if the kind or amount of
securities, cash and other property receivable upon such Reorganization Event is
not the same for each share of Common Stock held immediately prior to such
Reorganization Event by other than a Constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Section the kind and amount
of securities, cash and other property receivable upon such Reorganization Event
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). In the event of
such a Reorganization Event, the Person


                                      -42-


<PAGE>   48



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

Section 5.7.   Notice of Adjustments and Certain Other Events.

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

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

               (ii) within 10 Business Days following the occurrence of an event
          that requires an adjustment to the Settlement Rate pursuant to Section
          5.6 (or if the Company is not aware of such occurrence, as soon as
          practicable after becoming so aware), provide a written notice to the
          Holders of the Securities of the occurrence of such event and a
          statement in reasonable detail setting forth the method by which the
          adjustment to the Settlement Rate was determined and setting forth the
          adjusted Settlement Rate.

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

Section 5.8.   Termination Event; Notice.

          The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Adjustment Payments, if the Company shall have such obligation, and the rights
and obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred. Upon and after the
occurrence of a Termination Event,

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<PAGE>   49



the Securities shall thereafter represent the right to receive the Preferred
Securities or the Debentures or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as the case may be, forming a part of such Securities in
the case of Corporate PIES, or Treasury Securities in the case of Treasury PIES,
in accordance with the provisions of Section 5.4 of the Pledge Agreement. Upon
the occurrence of a Termination Event, the Company shall promptly but in no
event later than two Business Days thereafter give written notice to the Agent,
the Collateral Agent and the Holders, at their addresses as they appear in the
Register.

Section 5.9.   Early Settlement.

          (a)  Subject to and upon compliance with the provisions of this
Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying
Securities may be settled early ("Early Settlement") in the case of Corporate
PIES (unless a Tax Event Redemption has occurred) on or prior to the seventh
Business Day immediately preceding the Purchase Contract Settlement Date and in
the case of Treasury PIES on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date, in each case, as provided
herein; and if a Tax Event Redemption has occurred and the Treasury Portfolio
has become a component of the Corporate PIES, Purchase Contracts underlying
Corporate PIES may be settled early on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date, but only in an
aggregate amount of $8,000,000 or in an integral multiple thereof. In order to
exercise the right to effect Early Settlement with respect to any Purchase
Contracts, the Holder of the Certificate evidencing Securities shall deliver
such Certificate to the Agent at the Corporate Trust Office duly endorsed for
transfer to the Company or in blank with the form of Election to Settle Early on
the reverse thereof duly completed and accompanied by payment (payable to the
Company in immediately available funds) in an amount (the "Early Settlement
Amount") equal to (i) the product of (A) the Stated Amount times (B) the number
of Purchase Contracts with respect to which the Holder has elected to effect
Early Settlement plus (ii) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date next
preceding any Payment Date to the opening of business on such Payment Date, an
amount equal to the sum of (x) the Contract Adjustment Payments payable on such
Payment Date with respect to such Purchase Contracts plus (y) in the case of a
Corporate PIES Certificate, the distributions on the related Preferred
Securities or Debentures payable on such Payment Date. Except as provided in the
immediately preceding sentence and subject to the second to last paragraph of
Section 5.2, no payment or adjustment shall be made upon Early Settlement of any
Purchase Contract on account of any Contract Adjustment Payments accrued on such
Purchase Contract or on account of any dividends on the Common Stock issued upon
such Early Settlement. If the foregoing requirements are first satisfied with
respect to Purchase Contracts underlying any Securities at or prior to 5:00
p.m., New York City time, on a Business Day, such day shall be the "Early
Settlement Date" with respect to such Securities and if such requirements are
first satisfied after 5:00 p.m., New York City time, on a Business Day or on a
day that is not a Business Day, the "Early Settlement Date" with respect to such
Securities shall be the next succeeding Business Day.

          (b)  Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Company shall issue, and the Holder shall be entitled to
receive, 1.6103 shares of Common Stock on account of each Purchase Contract as
to which Early Settlement is effected


                                      -44-


<PAGE>   50



(the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in
the same manner and at the same time as the Settlement Rate is adjusted.

          (c)  No later than the third Business Day after the applicable Early
Settlement Date the Company shall cause (i) the shares of Common Stock issuable
upon Early Settlement of Purchase Contracts to be issued and delivered, together
with payment in lieu of any fraction of a share, as provided in Section 5.10,
and (ii) the related Preferred Securities or Debentures or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, in the case of Corporate PIES, or the
related Treasury Securities, in the case of Treasury PIES, to be released from
the Pledge by the Collateral Agent and transferred, in each case, to the Agent
for delivery to the Holder thereof or its designee.

          (d)  Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Preferred Securities,
the Debentures, the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio or Treasury
Securities, as the case may be, from the Securities Intermediary, as applicable,
the Agent shall, in accordance with the instructions provided by the Holder
thereof on the applicable form of Election to Settle Early on the reverse of the
Certificate evidencing the related Securities, (i) transfer to the Holder the
Preferred Securities, the Debentures, the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio or Treasury Securities, as the case may be, forming a part of such
Securities, and (ii) deliver to the Holder a certificate or certificates for the
full number of shares of Common Stock issuable upon such Early Settlement,
together with payment in lieu of any fraction of a share, as provided in Section
5.10.

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

Section 5.10.  No Fractional Shares.

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


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<PAGE>   51



Section 5.11.  Charges and Taxes.

          The Company will pay all stock transfer and similar taxes attributable
to the initial issuance and delivery of the shares of Common Stock pursuant to
the Purchase Contracts; provided, however, that the Company shall not be
required to pay any such tax or taxes which may be payable in respect of any
exchange of or substitution for a Certificate evidencing a Security or any
issuance of a share of Common Stock in a name other than that of the registered
Holder of a Certificate surrendered in respect of the Securities evidenced
thereby, other than in the name of the Agent, as custodian for such Holder, and
the Company shall not be required to issue or deliver such share certificates or
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.


                                   ARTICLE VI

                                    Remedies

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

          In the event that Contract Adjustment Payments shall constitute a
component of Corporate PIES or Treasury PIES, the Holder of any Corporate PIES
or Treasury PIES shall have the right, which is absolute and unconditional
(subject to the payment by a holder of Contract Adjustment Payments pursuant to
Section 5.9(a)), to receive payment of each installment of the Contract
Adjustment Payments with respect to the Purchase Contract constituting a part of
such Security on the respective Payment Date for such Security and to purchase
Common Stock pursuant to such Purchase Contract and, in each such case, to
institute suit for the enforcement of any such payment and right to purchase
Common Stock, and such rights shall not be impaired without the consent of such
Holder.

Section 6.2.   Restoration of Rights and Remedies.

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

Section 6.3.   Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates in the last
paragraph of Section 3.10, no right or remedy herein conferred upon or reserved
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in

                                      -46-


<PAGE>   52



addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.4.   Delay or Omission Not Waiver.

          No delay or omission of any Holder to exercise any right or remedy
upon a default shall impair any such right or remedy or constitute a waiver of
any such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

Section 6.5.   Undertaking for Costs.

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

Section 6.6.   Waiver of Stay or Extension Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) 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.





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<PAGE>   53


                                   ARTICLE VII

                                    The Agent

Section 7.1.   Certain Duties and Responsibilities.

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

               (2) in the absence of bad faith or negligence on its part, the
          Agent may, with respect to the Securities, conclusively rely, as to
          the truth of the statements and the correctness of the opinions
          expressed therein, upon certificates or opinions furnished to the
          Agent and conforming to the requirements of this Agreement or the
          Pledge Agreement, as applicable, but in the case of any certificates
          or opinions which by any provision hereof are specifically required to
          be furnished to the 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 or the Pledge Agreement, as applicable.

          (b)  No provision of this Agreement or the Pledge 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

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

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

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

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

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




                                      -48-


<PAGE>   54



Section 7.2.   Notice of Default.

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

Section 7.3.   Certain Rights of Agent.

          Subject to the provisions of Section 7.1:

          (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, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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

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

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

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

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



                                      -49-


<PAGE>   55



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

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

Section 7.5.   May Hold Securities.

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

Section 7.6.   Money Held in Custody.

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

Section 7.7.   Compensation and Reimbursement.

          The Company agrees:

               (1) to pay to the Agent from time to time reasonable compensation
          for all services rendered by it hereunder and under the Pledge
          Agreement;

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

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





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<PAGE>   56



Section 7.8.   Corporate Agent Required; Eligibility.

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

Section 7.9.   Resignation and Removal; Appointment of Successor.

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

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

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

          (d)  If at any time

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

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

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


                                      -51-


<PAGE>   57



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

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

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

Section 7.10.  Acceptance of Appointment by Successor.

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

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

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

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

          Any corporation into which the Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Agent, shall be the successor of the Agent hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, with
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any


                                      -52-


<PAGE>   58



Certificates shall have been authenticated and executed on behalf of the
Holders, but not delivered, by the Agent then in office, any successor by
merger, conversion or consolidation to such Agent may adopt such authentication
and execution and deliver the Certificates so authenticated and executed with
the same effect as if such successor Agent had itself authenticated and executed
such Securities.

Section 7.12.  Preservation of Information; Communications to Holders.

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

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

Section 7.13.  No Obligations of Agent.

          Except to the extent otherwise expressly provided in this Agreement,
the Agent assumes no obligations and shall not be subject to any liability under
this Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Security thereunder. The Company agrees, and
each Holder of a Certificate, by his acceptance thereof, shall be deemed to have
agreed, that the Agent's execution of the Certificates on behalf of the Holders
shall be solely as agent and attorney-in-fact for the Holders, and that the
Agent shall have no obligation to perform such Purchase Contracts on behalf of
the Holders, except to the extent expressly provided in Article Five hereof.
Anything in this Agreement to the contrary notwithstanding, in no event shall
the Agent or its officers, employees or agents be liable under this Agreement to
any third party for indirect, special, punitive, or consequential loss or damage
of any kind whatsoever, including lost profits, whether or not the likelihood of
such loss or damage was known to the Agent, incurred without any act or deed
that is found to be attributable to gross negligence or willful misconduct on
the part of the Agent.

Section 7.14.  Tax Compliance.

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

                                      -53-


<PAGE>   59



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

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


                                  ARTICLE VIII

                             Supplemental Agreements

Section 8.1.   Supplemental Agreements Without Consent of Holders.

          Without the consent of any Holders, the Company and the Agent, at any
time and from time to time, may enter into one or more agreements supplemental
hereto, in form satisfactory to the Company and the Agent, for any of the
following purposes:

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

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

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

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

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

Section 8.2.   Supplemental Agreements With Consent of Holders.

          With the consent of the Holders of not less than a majority of the
outstanding Purchase Contracts voting together as one class, by Act of said
Holders delivered to the Company and the Agent, the Company, when authorized by
a Board Resolution, and the Agent may enter into an agreement or agreements
supplemental hereto for the purpose of modifying in any manner the


                                      -54-


<PAGE>   60



terms of the Purchase Contracts, or the provisions of this Agreement or the
rights of the Holders in respect of the Securities; provided, however, that,
except as contemplated herein, no such supplemental agreement shall, without the
unanimous consent of the Holders of each outstanding Purchase Contract affected
thereby,

               (1) change any Payment Date;

               (2) change the amount or the type of Collateral required to be
          Pledged to secure a Holder's obligations under the Purchase Contract,
          impair the right of the Holder of any Purchase Contract to receive
          distributions on the related Collateral (except for the rights of
          Holders of Corporate PIES to substitute the Treasury Securities for
          the Pledged Preferred Securities or Pledged Debentures or the
          Applicable Ownership Interest of the Treasury Portfolio or the rights
          of holders of Treasury PIES to substitute Preferred Securities,
          Debentures or the Applicable Ownership Interest of the Treasury
          Portfolio for the Pledged Treasury Securities) or otherwise adversely
          affect the Holder's rights in or to such Collateral or adversely alter
          the rights in or to such Collateral;

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

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

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

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

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

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




                                      -55-


<PAGE>   61



Section 8.3.   Execution of Supplemental Agreements.

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

Section 8.4.   Effect of Supplemental Agreements.

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

Section 8.5.   Reference to Supplemental Agreements.

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


                                   ARTICLE IX

                    Consolidation, Merger, Sale or Conveyance

Section 9.1.   Covenant Not to Merge, Consolidate, Sell or Convey Property
               Except Under Certain Conditions.

          The Company covenants that it will not merge or consolidate with any
other Person or sell, assign, transfer, lease or convey all or substantially all
of its properties and assets to any Person or group of affiliated Persons in one
transaction or a series of related transactions, unless (i) either the Company
shall be the continuing corporation, or the successor (if other than the
Company) shall be a corporation organized and existing under the laws of the
United States of America or a State thereof or the District of Columbia and such
corporation shall expressly assume all the obligations of the Company under the
Purchase Contracts, this Agreement and the Pledge Agreement by one or more
supplemental agreements in form reasonably satisfactory to the Agent and the
Collateral Agent, executed and delivered to the Agent and the Collateral Agent
by such corporation, and (ii) the Company or such successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale, assignment, transfer,


                                      -56-


<PAGE>   62



lease or conveyance, be in default in the performance of any covenant or
condition hereunder, under any of the Securities or under the Pledge Agreement.

Section 9.2.   Rights and Duties of Successor Corporation.

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

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

Section 9.3.   Opinion of Counsel Given to Agent.

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


                                    ARTICLE X

                                    Covenants

Section 10.1.  Performance Under Purchase Contracts.

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

Section 10.2.  Maintenance of Office or Agency.


                                      -57-


<PAGE>   63



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

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

Section 10.3.  Company to Reserve Common Stock.

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

Section 10.4.  Covenants as to Common Stock.

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

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

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

                                      -58-


<PAGE>   64



default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

Section 10.6.  ERISA.

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









                                      -59-


<PAGE>   65



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



                                   NIPSCO INDUSTRIES, INC.



                                   By:  /s/ Stephen P. Adik
                                        --------------------------------------
                                        Name:  Stephen P. Adik
                                        Title: Executive Vice President, Chief
                                        Financial Officer, and Treasurer



                                   THE CHASE MANHATTAN BANK, as
                                     Purchase Contract Agent



                                   By:  /s/ R. Lorenzen
                                        --------------------------------------
                                        Name:  R. Lorenzen
                                        Title: Senior Trust Officer









                                      -60-

<PAGE>   66
                                                                       EXHIBIT A

                       FACE OF CORPORATE PIES CERTIFICATE

         "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN."

NO. _______                                                  CUSIP NO. 629140302
NUMBER OF CORPORATE PIES ________

                             NIPSCO INDUSTRIES, INC.
                             NIPSCO CAPITAL TRUST I
                                 CORPORATE PIES

         This Corporate PIES Certificate certifies that Cede & Co. is the
registered Holder of the number of Corporate PIES set forth above. Each
Corporate PIES consists of (i) either (a) beneficial ownership by the Holder of
one Preferred Security (the "Preferred Security") of NIPSCO Capital Trust I, a
Delaware statutory business trust (the "Trust"), having a stated liquidation
amount of $50, subject to the Pledge of such Preferred Security by such Holder
pursuant to the Pledge Agreement or (b) upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the appropriate
Applicable Ownership Interest of the Treasury Portfolio, subject to the Pledge
of such Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio by such Holder pursuant to
the Pledge Agreement, and (ii) the rights and obligations of the Holder under
one Purchase Contract with NIPSCO Industries, Inc., an Indiana corporation (the
"Company"). All capitalized

<PAGE>   67
terms used herein which are defined in the Purchase Contract Agreement (as
defined on the reverse hereof) have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of each Corporate PIES evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising a portion of such Corporate
PIES.

         The Pledge Agreement provides that all payments of the liquidation
amount with respect to any of the Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, or cash
distributions on any Pledged Preferred Securities (as defined in the Pledge
Agreement) or the appropriate Applicable Ownership Interest (as specified in
clause (B) of the definition of such term) of the Treasury Portfolio, as the
case may be, constituting part of the Corporate PIES received by the Securities
Intermediary shall be paid by wire transfer in same day funds (i) in the case of
(A) cash distributions with respect to Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, and (B)
any payments of the liquidation amount with respect to any Preferred Securities
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be, that
have been released from the Pledge pursuant to the Pledge Agreement, to the
Agent to the account designated by the Agent, no later than 2:00 p.m., New York
City time, on the Business Day such payment is received by the Securities
Intermediary (provided that in the event such payment is received by the
Securities Intermediary on a day that is not a Business Day or after 12:30 p.m.,
New York City time, on a Business Day, then such payment shall be made no later
than 10:30 a.m., New York City time, on the next succeeding Business Day) and
(ii) in the case of payments of the liquidation amount with respect to any of
the Pledged Preferred Securities or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, to the Company on the Purchase Contract Settlement Date (as
described herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Corporate PIES
of which such Pledged Preferred Securities or the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, are a part under the Purchase Contracts forming a
part of such Corporate PIES. Distributions on any Preferred Security or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, forming
part of a Corporate PIES evidenced hereby, which are payable quarterly in
arrears on February 19, May 19, August 19 and November 19 of each year,
commencing May 19, 1999 (a "Payment Date"), shall, subject to receipt thereof by
the Agent from the Securities Intermediary, be paid to the Person in whose name
this Corporate PIES Certificate (or a Predecessor Corporate PIES Certificate) is
registered at the close of business on the Record Date for such Payment Date.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate PIES Certificate to purchase, and the Company to sell, on February 19,
2003 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the
"Stated Amount"), a number of Common Shares,


                                       A-2

<PAGE>   68
without par value ("Common Stock"), of the Company, equal to the Settlement
Rate, unless on or prior to the Purchase Contract Settlement Date there shall
have occurred a Termination Event or an Early Settlement with respect to the
Corporate PIES of which such Purchase Contract is a part, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. The
purchase price (the "Purchase Price") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Purchase Contract Settlement Date by separate cash or by
application of payment received in respect of the liquidation amount with
respect to any Pledged Preferred Securities pursuant to the Remarketing or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, pledged
to secure the obligations under such Purchase Contract of the Holder of the
Corporate PIES of which such Purchase Contract is a part.

         The Company shall pay, on each Payment Date, in respect of each
Purchase Contract forming part of a Corporate PIES evidenced hereby an amount
(the "Contract Adjustment Payments") equal to (a) if a Reset Transaction has not
occurred, 1.85% per annum of the Stated Amount or (b) following the occurrence
of a Reset Transaction, the Adjusted Contract Adjustment Payment Rate related to
such Reset Transaction until any such succeeding Reset Transaction shall occur
(computed on the basis of (i) for any full quarterly period, a 360-day year of
twelve 30-day months and (ii) for any period shorter than a full quarterly
period, a 30-day month and for periods less than a month, the actual number of
days elapsed per 30-day period). Such Contract Adjustment Payments shall be
payable to the Person in whose name this Corporate PIES Certificate (or a
Predecessor Corporate PIES Certificate) is registered at the close of business
on the Record Date for such Payment Date.

         Distributions on the Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (B) of the definition of such term)
of the Treasury Portfolio, as the case may be, and Contract Adjustment Payments
will be payable at the office of the Agent in The City of New York or, at the
option of the Company, by check mailed to the address of the Person entitled
thereto as such address appears on the Corporate PIES Register.

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

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


                                       A-3

<PAGE>   69
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


                                          NIPSCO INDUSTRIES, INC.


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


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



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

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


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

Dated:


                      AGENT'S CERTIFICATE OF AUTHENTICATION

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


                                          By:      THE CHASE MANHATTAN BANK,
                                                   as Purchase Contract Agent

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




                                      A-4
<PAGE>   70

                 (FORM OF REVERSE OF CORPORATE PIES CERTIFICATE)


         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of February 16, 1999 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and The
Chase Manhattan Bank, as Purchase Contract Agent (including its successors
hereunder, the "Agent"), to which Purchase Contract Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Agent, the Company, and the Holders and of the terms upon which the
Corporate PIES Certificates are, and are to be, executed and delivered.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate PIES Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price"), a number of shares of Common Stock of the Company equal to the
Settlement Rate, unless, on or prior to the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to the Security of
which such Purchase Contract is a part or an Early Settlement shall have
occurred. The "Settlement Rate" is equal to (a) if the Applicable Market Value
(as defined below) is equal to or greater than $31.0500 (the "Threshold
Appreciation Price"), 1.6103 shares of Common Stock per Purchase Contract, (b)
if the Applicable Market Value is less than the Threshold Appreciation Price but
is greater than $26.3125, the number of shares of Common Stock per Purchase
Contract equal to the Stated Amount divided by the Applicable Market Value and
(c) if the Applicable Market Amount is less than or equal to $26.3125, 1.9002
shares of Common Stock per Purchase Contract, in each case subject to adjustment
as provided in the Purchase Contract Agreement. No fractional shares of Common
Stock will be issued upon settlement of Purchase Contracts, as provided in the
Purchase Contract Agreement.

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

         The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 Trading Days ending on the third
Trading Day immediately preceding the Purchase Contract Settlement Date or any
applicable Early Settlement Date. The "Closing Price" of the Common Stock on any
date of determination means (i) the closing sale price (or, if no closing price
is reported, the last reported sale price) of the Common Stock on the New York
Stock Exchange (the "NYSE") on such date, (ii) if the Common Stock is not listed
for trading on the NYSE on any such date, the closing sale price as reported in
the composite transactions for the principal United States securities exchange
on which the Common Stock is so listed, (iii) if the Common Stock is not so
listed on a United States national or regional securities exchange, the closing
sale price as reported by The Nasdaq Stock Market, (iv) if the Common Stock is
not so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or (v) if such bid price is not available, the average of the
mid-point of the last bid and ask prices of



                                      A-5
<PAGE>   71
the Common Stock on such date from at least three nationally recognized
independent investment banking firms retained for this purpose by the Company. A
"Trading Day" means a day on which the Common Stock (A) is not suspended from
trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the Common
Stock.

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate PIES Certificate may pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement or an Early Settlement or from the
proceeds of the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio or a remarketing of the
related Pledged Preferred Securities. A Holder of Corporate PIES who does not
effect, on or prior to 11:00 a.m. New York City time on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date (or in the event a
Tax Event Redemption has occurred, the Business Day prior to the Purchase
Contract Settlement Date), an effective Cash Settlement or an Early Settlement,
shall pay the Purchase Price for the shares of Common Stock to be issued under
the related Purchase Contract from the proceeds of the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio or the sale of the related Pledged Preferred Securities held
by the Collateral Agent. Such sale will be made by the Remarketing Agent
pursuant to the terms of the Remarketing Agreement on the third Business Day
prior to the Purchase Contract Settlement Date. If, as provided in the Purchase
Contract Agreement, upon the occurrence of a Failed Remarketing the Collateral
Agent, for the benefit of the Company, exercises its rights as a secured
creditor with respect to the Pledged Preferred Securities related to this
Corporate PIES certificate, any accrued and unpaid distributions on such Pledged
Preferred Securities will become payable by the Company to the holder of this
Corporate PIES Certificate in the manner provided for in the Purchase Contract
Agreement.

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

         Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Agent and to the Holders, at their addresses as they
appear in the Corporate PIES Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged Preferred
Security or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio forming a
part of each Corporate PIES from the Pledge. A Corporate PIES shall thereafter
represent the right to receive the Preferred Security or the appropriate
Applicable Ownership Interest of the Treasury Portfolio forming a part of such
Corporate PIES in accordance with the terms of the Purchase Contract Agreement
and the Pledge Agreement.



                                      A-6
<PAGE>   72
         Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Pledged
Preferred Securities. Upon receipt of notice of any meeting at which holders of
Preferred Securities are entitled to vote or upon the solicitation of consents,
waivers or proxies of holders of Preferred Securities, the Agent shall, as soon
as practicable thereafter, mail to the Corporate PIES Holders a notice (a)
containing such information as is contained in the notice or solicitation, (b)
stating that each Corporate PIES Holder on the record date set by the Agent
therefor (which, to the extent possible, shall be the same date as the record
date for determining the holders of Preferred Securities entitled to vote) shall
be entitled to instruct the Agent as to the exercise of the voting rights
pertaining to the Preferred Securities constituting a part of such Holder's
Corporate PIES and (c) stating the manner in which such instructions may be
given. Upon the written request of the Corporate PIES Holders on such record
date, the Agent shall endeavor insofar as practicable to vote or cause to be
voted, in accordance with the instructions set forth in such requests, the
maximum number of Preferred Securities as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Corporate PIES, the Agent shall abstain from voting the Preferred
Security evidenced by such Corporate PIES.

         Upon the liquidation of the Trust, a principal amount of the Debentures
constituting the assets of the Trust and underlying the Preferred Securities
equal to the aggregate liquidation amount of the Pledged Preferred Securities
shall be delivered to the Securities Intermediary in exchange for the Pledged
Preferred Securities. Thereafter, the Debentures shall be held by the Securities
Intermediary to secure the obligations of each Holder of Corporate PIES to
purchase shares of Common Stock under the Purchase Contracts constituting a part
of such Corporate PIES. Following the liquidation of the Trust, the Holders and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the Debentures as the Holders and the Collateral Agent had in
respect of the Pledged Preferred Securities, any reference herein to the
Preferred Securities shall be deemed to be a reference to the Debentures and any
reference herein to the liquidation amount of the Preferred Securities shall be
deemed to be a reference to the principal amount of the Debentures.

         Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, the Redemption Price payable on the Tax Event
Redemption Date with respect to the Applicable Principal Amount of Debentures
shall be delivered to the Securities Intermediary in exchange for the Pledged
Preferred Securities. Thereafter, pursuant to the terms of the Pledge Agreement,
the Securities Intermediary will apply an amount equal to the Redemption Amount
of such Redemption Price to purchase, the Treasury Portfolio and promptly (a)
transfer the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio to the Collateral Account to
secure the obligations of each Holder of Corporate PIES to purchase shares of
Common Stock under the Purchase Contracts constituting a part of such Corporate
PIES, (b) transfer the Applicable Ownership Interest (as specified in clause (B)
of the definition of such term) of the Treasury Portfolio to the Agent for the
benefit of the Holders of such Corporate PIES and (iii) remit the remaining
portion of such Redemption Price to the Agent for payment to the Holders of such
Corporate PIES.

         Following the occurrence of a Tax Event Redemption prior to the
Purchase Contract Settlement Date, the Holders of Corporate PIES and the
Collateral Agent shall have such security


                                      A-7
<PAGE>   73
interest rights and obligations with respect to the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio as the Holder of Corporate PIES and the Collateral Agent had
in respect of the Preferred Securities or Debentures, as the case may be,
subject to the Pledge thereof as provided in Articles II, III, IV, V and VI, of
the Pledge Agreement and any reference herein to the Preferred Securities shall
be deemed to be a reference to such Treasury Portfolio.

         The Corporate PIES Certificates are issuable only in registered form
and only in denominations of a single Corporate PIES and any integral multiple
thereof. The transfer of any Corporate PIES Certificate will be registered and
Corporate PIES Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Corporate PIES Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A holder who elects to
substitute a Treasury Security for Preferred Securities or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, thereby creating
Treasury PIES, shall be responsible for any fees or expenses payable in
connection therewith. Except as provided in the Purchase Contract Agreement, for
so long as the Purchase Contract underlying a Corporate PIES remains in effect,
such Corporate PIES shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such Corporate PIES in respect of the
Preferred Security or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, and Purchase Contract constituting such
Corporate PIES may be transferred and exchanged only as a Corporate PIES. The
holder of a Corporate PIES may substitute for the Pledged Preferred Securities
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio securing its obligation
under the related Purchase Contract Treasury Securities in an aggregate
principal amount equal to the aggregate liquidation amount of the Pledged
Preferred Securities or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. From and after such Collateral Substitution, the Security
for which such Pledged Treasury Securities secures the holder's obligation under
the Purchase Contract shall be referred to as a "Treasury PIES." A Holder may
make such Collateral Substitution only in integral multiples of 20 Corporate
PIES for 20 Treasury PIES; provided, however, that if a Tax Event Redemption has
occurred and the Treasury Portfolio has become a component of the Corporate
PIES, a Holder may make such Collateral Substitution only in integral multiples
of 160,000 Corporate PIES for 160,000 Treasury PIES. Such Collateral
Substitution may cause the equivalent aggregate principal amount of this
Certificate to be increased or decreased; provided, however, this Corporate PIES
Certificate shall not represent more than ____ Corporate PIES. All such
adjustments to the equivalent aggregate principal amount of this Corporate PIES
Certificate shall be duly recorded by placing an appropriate notation on the
Schedule attached hereto.

         A Holder of Treasury PIES may recreate Corporate PIES by delivering to
the Securities Intermediary Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, with an aggregate liquidation amount, in the case of
such Preferred Securities, or with the appropriate Applicable



                                      A-8
<PAGE>   74

Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, in the case of such appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, equal to the aggregate principal amount of the Pledged
Treasury Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement.

         The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Corporate PIES Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Agent in The
City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such address as it appears on the
Corporate PIES Register.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Adjustment Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Agent or the Company, if,
on or prior to the Purchase Contract Settlement Date, a Termination Event shall
have occurred. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Agent, the Collateral Agent and the Holders, at their addresses as
they appear in the Corporate PIES Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Preferred Securities
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be, from
the Pledge in accordance with the provisions of the Pledge Agreement.

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement; provided, however, that if a Tax Event
Redemption has occurred and the Treasury Portfolio has become a component of the
Corporate PIES, Holders may settle early Corporate PIES only in integral
multiples of 160,000 Corporate PIES. In order to exercise the right to effect
Early Settlement with respect to any Purchase Contracts evidenced by this
Corporate PIES Certificate, the Holder of this Corporate PIES Certificate shall
deliver this Corporate PIES Certificate to the Agent at the Corporate Trust
Office duly endorsed for transfer to the Company or in blank with the form of
Election to Settle Early set forth below duly completed and accompanied by
payment in the form of immediately available funds payable to the order of the
Company in an amount (the "Early Settlement Amount") equal to (i) the product of
(A) the Stated Amount times (B) the number of Purchase Contracts with respect to
which the Holder has elected to effect Early Settlement, plus (ii) if such
delivery is made with respect to any Purchase Contracts during the period from
the close of business on any Record Date for any Payment Date to the opening of
business on such Payment Date, an amount equal to the Contract Adjustment
Payments payable on such Payment Date with respect to such Purchase Contracts.
Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio


                                      A-9
<PAGE>   75

underlying such Securities shall be released from the Pledge as provided in the
Pledge Agreement and the Holder shall be entitled to receive a number of shares
of Common Stock on account of each Purchase Contract forming part of a Corporate
PIES as to which Early Settlement is effected equal to the Early Settlement
Rate. The Early Settlement Rate shall initially be equal to 1.6103 shares of
Common Stock and shall be adjusted in the same manner and at the same time as
the Settlement Rate is adjusted as provided in the Purchase Contract Agreement.

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

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

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

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

         The Company, the Agent and its Affiliates and any agent of the Company
or the Agent may treat the Person in whose name this Corporate PIES Certificate
is registered as the owner of the Corporate PIES evidenced hereby for the
purpose of receiving payments of distributions payable quarterly on the
Preferred Securities, receiving payments of Contract Adjustment


                                      A-10
<PAGE>   76
Payments, performance of the Purchase Contracts and for all other purposes
whatsoever, whether or not any payments in respect thereof be overdue and
notwithstanding any notice to the contrary, and neither the Company, the Agent
nor any such agent shall be affected by notice to the contrary.

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

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



                                      A-11
<PAGE>   77



                                  ABBREVIATIONS


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


TEN COM -                                  as tenants in common
UNIF GIFT MIN ACT -                        ---------------Custodian-------------
                                           (cust)                        (minor)

                                           Under Uniform Gifts to Minors Act of

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

TEN ENT -                                  as tenants by the entireties
JT TEN -                                   as joint tenants with right of
                                           survivorship and not as tenants in
                                           common

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

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

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

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

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

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

--------------------------------------------------------------------------------
           (Please Print or Type Name and Address Including Postal Zip
Code of Assignee) the within Corporate PIES Certificates and all rights
thereunder, hereby irrevocably constituting and appointing ____________________
attorney to transfer said Corporate PIES Certificates on the books of [Name of
Company] with full power of substitution in the premises.


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

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


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



                                      A-12

<PAGE>   78



                             SETTLEMENT INSTRUCTIONS

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



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


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

                                          Please print name and address of:
                                          Registered Holder



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

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

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

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

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


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



                                      A-13
<PAGE>   79



                            ELECTION TO SETTLE EARLY


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


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


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



                                      A-14
<PAGE>   80



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


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

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

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


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

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

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

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


                                      A-15
<PAGE>   81


Transfer Instructions for Pledged Preferred Securities or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, Transferable
Upon Early Settlement or a Termination Event:

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

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

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



                                      A-16
<PAGE>   82



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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


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

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

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

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

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

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

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

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

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

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


                                      A-17
<PAGE>   83
                                                                       EXHIBIT B


                        FACE OF TREASURY PIES CERTIFICATE

         "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

NO.  _____                                                   CUSIP NO. 629140401
NUMBER OF TREASURY PIES _________

                             NIPSCO INDUSTRIES, INC.
                             NIPSCO CAPITAL TRUST I
                                  TREASURY PIES

         This Treasury PIES Certificate certifies that Cede & Co. is the
registered Holder of the number of Treasury PIES set forth above. Each Treasury
PIES consists of (i) a 1/20 undivided beneficial ownership interest of a
Treasury Security having a principal amount at maturity equal to $1,000, subject
to the Pledge of such Treasury Security by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with NIPSCO Industries, Inc., an Indiana corporation (the "Company").
All capitalized terms used herein which are defined in the Purchase Contract
Agreement (as defined on the reverse hereof) have the meaning set forth therein.


<PAGE>   84



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

         Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury PIES Certificate to purchase, and the Company, to sell, on February 19,
2003 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the
"Stated Amount"), a number of Common Shares, without par value ("Common Stock"),
of the Company equal to the Settlement Rate, unless on or prior to the Purchase
Contract Settlement Date there shall have occurred a Termination Event or an
Early Settlement with respect to the Treasury PIES of which such Purchase
Contract is a part, all as provided in the Purchase Contract Agreement and more
fully described on the reverse hereof. The purchase price for the shares of
Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if
not paid earlier, shall be paid on the Purchase Contract Settlement Date by
application of the Proceeds from the Treasury Securities pledged to secure the
obligations under such Purchase Contract in accordance with the terms of the
Pledge Agreement.

         The Company shall pay on each Payment Date in respect of each Purchase
Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal
to (a) if a Reset Transaction has not occurred, 1.85% per annum of the Stated
Amount or (b) following the occurrence of a Reset Transaction, the Adjusted
Contract Adjustment Payment Rate related to such Reset Transaction until any
such succeeding Reset Transaction shall occur (computed on the basis of (i) for
any full quarterly period, a 360-day year of twelve 30-day months and (ii) for
any period shorter than a full quarterly period, a 30-day month and for periods
less than a month, the actual number of days elapsed per 30-day period), as the
case may be. Such Contract Adjustment Payments shall be payable to the Person in
whose name this Treasury PIES Certificate (or a Predecessor Treasury PIES
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

         Contract Adjustment Payments will be payable at the office of the Agent
in The City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address appears on the Treasury
PIES Register.

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

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



                                       B-2
<PAGE>   85



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


                                          NIPSCO INDUSTRIES, INC.


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


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


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

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


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


Dated:


                                       B-3

<PAGE>   86



                      AGENT'S CERTIFICATE OF AUTHENTICATION


         This is one of the Treasury PIES referred to in the within-mentioned
Purchase Contract Agreement.


                                                By: THE CHASE MANHATTAN BANK, as
                                                    Purchase Contract Agent



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



                                       B-4

<PAGE>   87
                     (REVERSE OF TREASURY PIES CERTIFICATE)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of February 16, 1999 (as may be supplemented from
time to time, the "Purchase Contract Agreement") between the Company and The
Chase Manhattan Bank, as Purchase Contract Agent (including its successors
thereunder, herein called the "Agent"), to which the Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Agent, the Company and the Holders and of the terms
upon which the Treasury PIES Certificates are, and are to be, executed and
delivered.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury PIES Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price") a number of shares of Common Stock of the Company equal to the
Settlement Rate, unless on or prior to the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to the Security of
which such Purchase Contract is a part or an Early Settlement shall have
occurred. The "Settlement Rate" is equal to (a) if the Applicable Market Value
(as defined below) is equal to or greater than $31.0500 (the "Threshold
Appreciation Price"), 1.6103 shares of Common Stock per Purchase Contract, (b)
if the Applicable Market Value is less than the Threshold Appreciation Price but
is greater than $26.3125, the number of shares of Common Stock per Purchase
Contract equal to the Stated Amount divided by the Applicable Market Value and
(c) if the Applicable Market Amount is less than or equal to $26.3125, then
1.9002 shares of Common Stock per Purchase Contract, in each case subject to
adjustment as provided in the Purchase Contract Agreement. No fractional shares
of Common Stock will be issued upon settlement of Purchase Contracts, as
provided in the Purchase Contract Agreement.

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

         The "Applicable Market Value" means the average of the Closing Prices
per share of Common Stock on each of the 20 Trading Days ending on the third
Trading Day immediately preceding the Purchase Contract Settlement Date or any
applicable Early Settlement Date. The "Closing Price" of the Common Stock on any
date of determination means the (i) closing sale price (or, if no closing price
is reported, the last reported sale price) of the Common Stock on the New York
Stock Exchange (the "NYSE") on such date, (ii) if the Common Stock is not listed
for trading on the NYSE on any such date, the closing sale price as reported in
the composite transactions for the principal United States securities exchange
on which the Common Stock is so listed, (iii) if the Common Stock is not so
listed on a United States national or regional securities exchange, the closing
sale price as reported by The Nasdaq Stock Market, (iv) if the Common Stock is
not so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or (v) if such bid price is not available, the average of the
mid-point of the last bid and ask prices of the Common Stock on such date from
at least three nationally recognized independent investment banking firms
retained for this purpose by the Company. A "Trading Day" means a



                                       B-5

<PAGE>   88



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

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

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

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

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


                                       B-6

<PAGE>   89
Corporate PIES by delivering to the Collateral Agent Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, with a liquidation amount,
in the case of such Preferred Securities, with a principal amount in the case of
such Debentures, or with the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, in the case of such appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, equal to the aggregate principal amount at maturity of the Pledged
Treasury Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. From and after such substitution, the Holder's Security
shall be referred to as an "Corporate PIES." Such substitution may cause the
equivalent aggregate principal amount of this Certificate to be increased or
decreased; provided, however, this Treasury PIES Certificate shall not represent
more than ____ Treasury PIES. All such adjustments to the equivalent aggregate
principal amount of this Treasury PIES Certificate shall be duly recorded by
placing an appropriate notation on the Schedule attached hereto.

         A Holder of a Corporate PIES may recreate a Treasury PIES by delivering
to the Collateral Agent Treasury Securities in an aggregate principal amount
equal to the aggregate liquidation amount of the Pledged Preferred Securities,
the aggregate principal amount at maturity of the Pledged Debentures or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, in
exchange for the release of such Pledged Preferred Securities, Pledged
Debentures or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. Any such recreation of a Treasury PIES may be effected
only in multiples of 20 Corporate PIES for 20 Treasury PIES; provided, however,
if a Tax Event Redemption has occurred and the Treasury Portfolio has become a
component of the Corporate PIES, a Holder may recreate Corporate PIES in
integral multiples of 160,000 Corporate PIES for 160,000 Treasury PIES.

         The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury PIES Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Agent in The
City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such address as it appears on the
Treasury PIES Register.

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


                                       B-7

<PAGE>   90
         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Treasury
PIES the Holder of this Treasury PIES Certificate shall deliver this Treasury
PIES Certificate to the Agent at the Corporate Trust Office duly endorsed for
transfer to the Company or in blank with the form of Election to Settle Early
set forth below duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "Early Settlement Amount") equal to (i) the product of (A) $50 times (B)
the number of Purchase Contracts with respect to which the Holder has elected to
effect Early Settlement, plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date for any Payment Date to the opening of business on such Payment Date, an
amount equal to the Contract Adjustment Payments payable, if any, on such
Payment Date with respect to such Purchase Contracts. Upon Early Settlement of
Purchase Contracts by a Holder of the related Securities, the Pledged Treasury
Securities underlying such Securities shall be released from the Pledge as
provided in the Pledge Agreement and the Holder shall be entitled to receive a
number of shares of Common Stock on account of each Purchase Contract forming
part of a Treasury PIES as to which Early Settlement is effected equal to 1.6103
shares of Common Stock per Purchase Contract (the "Early Settlement Rate"). The
Early Settlement Rate shall be adjusted in the same manner and at the same time
as the Settlement Rate is adjusted as provided in the Purchase Contract
Agreement.

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

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


                                       B-8

<PAGE>   91
         Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

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

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

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

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



                                       B-9

<PAGE>   92
                                  ABBREVIATIONS

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


TEN COM -                                  as tenants in common
UNIF GIFT MIN ACT -                        ---------------Custodian-------------
                                           (cust)                        (minor)

                                           Under Uniform Gifts to Minors Act of

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

TEN ENT -                                  as tenants by the entireties
JT TEN -                                   as joint tenants with right of
                                           survivorship and not as tenants in
                                           common

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

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

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

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

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

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

--------------------------------------------------------------------------------
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Treasury PIES Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ________________________________________
attorney to transfer said Treasury PIES Certificates on the books of [Name of
 Company] with full power of substitution in the premises.


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

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


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


                                      B-10

<PAGE>   93



                             SETTLEMENT INSTRUCTIONS

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


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


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

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

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

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


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

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

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



                                      B-11


<PAGE>   94



                            ELECTION TO SETTLE EARLY


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


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

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


                                      B-12

<PAGE>   95



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


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

                                                Please print name and address of
                                                Registered Holder:

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

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

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

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

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


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


Transfer Instructions for Pledged Treasury Securities Transferable Upon Early
Settlement or a Termination Event:

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

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

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



                                      B-13

<PAGE>   96



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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


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

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

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

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

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

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

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

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

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

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



<PAGE>   97
                                                                       EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

THE CHASE MANHATTAN BANK
450 West 33rd Street
New York, New York 10001
Attention: Corporate Trust Group

         Re:      ________ PIES of NIPSCO Industries, Inc. (the "Company")

         The undersigned Holder hereby notifies you that it has delivered to The
First National Bank of Chicago, as Securities Intermediary, for credit to the
Collateral Account, $______ aggregate [principal] [liquidation] amount of
[Preferred Securities, Debentures or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be,] [Treasury Securities] in exchange for
the [Pledged Preferred Securities, Pledged Debentures or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be,] [Pledged Treasury
Securities] held in the Collateral Account, in accordance with the Pledge
Agreement, dated as of February 16, 1999 (the "Pledge Agreement"; unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein), between you, the Company, the Collateral Agent and the
Securities Intermediary. The undersigned Holder has paid all applicable fees
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [Pledged Preferred Securities, Pledged Debentures or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be,] [Pledged Treasury
Securities] related to such [Corporate PIES] [Treasury PIES].


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

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


Please print name and address of Registered Holder:



<PAGE>   98




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

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

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

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



                                       C-2

<PAGE>   99

                                                                       EXHIBIT D


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



[HOLDER]
---------------------------

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


             Re:      __________ PIES of NIPSCO Industries, Inc. (the "Company")

         Please refer to the Purchase Contract Agreement, dated as of February
16, 1999 (the "Purchase Contract Agreement"; unless otherwise defined herein,
terms defined in the Purchase Contract Agreement are used herein as defined
therein), among the Company and the undersigned, as Purchase Contract Agent and
as attorney-in-fact for the holders of PIES from time to time.

         We hereby notify you that a Termination Event has occurred and that
[the Preferred Securities] [the Debentures] [the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio] [the Treasury Securities] underlying your ownership
interest in _____ [Corporate PIES] [Treasury PIES] have been released and are
being held by us for your account pending receipt of transfer instructions with
respect to such [Preferred Securities] [Debentures] [appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio] [Treasury Securities] (the "Released Securities").

         Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
PIES] [Treasury PIES] effected through book-entry or by delivery to us of your
[Corporate PIES Certificate] [Treasury PIES Certificate], we shall transfer the
Released Securities by book-entry transfer, or other appropriate procedures, in
accordance with your instructions. In the event you fail to effect such transfer
or delivery, the Released Securities and any distributions thereon, shall be
held in our name, or a nominee in trust for your benefit, until such time as
such [Corporate PIES] [Treasury PIES] are transferred or your [Corporate PIES
Certificate] [Treasury PIES Certificate] is surrendered or satisfactory evidence
is provided that such your [Corporate PIES Certificate] [Treasury PIES
Certificate] has been destroyed, lost or stolen, together with any
indemnification that we or the Company may require.



                                       D-1

<PAGE>   100



Date:                                           By:   THE CHASE MANHATTAN BANK
      -----------------------------


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


                                       D-2



<PAGE>   101



                                                                       EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH


THE CHASE MANHATTAN BANK
450 West 33rd Street
New York, N.Y.  10001
Attention: Corporate Trust Group

                  Re: ________ PIES of NIPSCO Industries, Inc. (the "Company")

         The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.4 of the Purchase Contract Agreement, dated as of February 16,
1999 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and yourselves, as Purchase Contract Agent and as
Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has
elected to pay to the Securities Intermediary for deposit in the Collateral
Account, on or prior to 11:00 a.m. New York City time, on the [fifth Business
Day] [Business Day] immediately preceding the Purchase Contract Settlement Date
(in lawful money of the United States by certified or cashiers' check or wire
transfer, in immediately available funds), $______ as the Purchase Price for the
shares of Common Stock issuable to such Holder by the Company under the related
Purchase Contract on the Purchase Contract Settlement Date. The undersigned
Holder hereby instructs you to notify promptly the Collateral Agent of the
undersigned Holders election to make such cash settlement with respect to the
Purchase Contracts related to such Holder's [Corporate PIES] [Treasury PIES].


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


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



Please print name and address of Registered Holder:





<PAGE>   102



                                                                       EXHIBIT F


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



The First National Bank of Chicago
1 North State Street, 9th Floor
Chicago, Illinois  60602
Attention:  Corporate Trust Administration Department
Telecopy: 312-407-1708

The Chase Manhattan Bank
450 West 33rd Street
New York, NY  10001
Attention:  Corporate Trust Group
Telecopy: 212-946-8159

                 Re:  __________ PIES of NIPSCO Industries, Inc. (the "Company")

         Please refer to the Purchase Contract Agreement dated as of February
16, 1999 (the "Purchase Contract Agreement"; unless otherwise defined herein,
terms defined in the Purchase Contract Agreement are used herein as defined
therein), between the Company and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the holders of PIES from time to time.

         In accordance with Section 5.4 of the Purchase Contract Agreement and,
based on instructions and Cash Settlements received from Holders of Corporate
PIES as of 11:00 a.m, [DATE (fifth Business Day immediately preceding the
Purchase Contract Settlement Date)], we hereby notify you that [_____ Preferred
Securities][____ Debentures] are to be tendered for purchase in the Remarketing.


Date:                                           By:  THE CHASE MANHATTAN BANK
      -----------------------------
                                                     ---------------------------
                                                     Name:
                                                     Title:


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