<PAGE>

                                                                    Exhibit 4.13


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


                           DOMINION RESOURCES, INC.



                                      and



                        ______________________________,

                          As Purchase Contract Agent

                              ___________________

                          PURCHASE CONTRACT AGREEMENT


                     Dated as of _______________, 20_____



================================================================================
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                               TABLE OF CONTENTS

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                                                   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 Purchase Contract Agent.....................................    11
Section 1.4.   Acts of Holders; Record Dates..............................................................    12
Section 1.5.   Notices....................................................................................    13
Section 1.6.   Notice to Holders; Waiver..................................................................    14
Section 1.7.   Effect of Headings and Table of Contents...................................................    14
Section 1.8.   Successors and Assigns.....................................................................    14
Section 1.9.   Separability Clause........................................................................    15
Section 1.10.  Benefits of Agreement......................................................................    15
Section 1.11.  Governing Law..............................................................................    15
Section 1.12.  Legal Holidays.............................................................................    15
Section 1.13.  Counterparts...............................................................................    15
Section 1.14.  Inspection of Agreement....................................................................    15

                                                   ARTICLE II

                                               Certificate Forms

Section 2.1.   Forms of Certificates Generally............................................................    16
Section 2.2.   Form of Purchase Contract Agent's Certificate of Authentication............................    17

                                                  ARTICLE III

                                                 The Securities

Section 3.1.   Amount; Form and Denominations.............................................................    17
Section 3.2.   Rights and Obligations Evidenced by the Certificates.......................................    17
Section 3.3.   Execution, Authentication, Delivery and Dating.............................................    18
Section 3.4.   Temporary Certificates.....................................................................    19
Section 3.5.   Registration; Registration of Transfer and Exchange........................................    19
Section 3.6.   Book-Entry Interests.......................................................................    21
Section 3.7.   Notices to Holders.........................................................................    21
Section 3.8.   Appointment of Successor Clearing Agency...................................................    21
Section 3.9.   Definitive Certificates....................................................................    21
Section 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates.........................................    22
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                                       i
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Section 3.11.  Persons Deemed Owners......................................................................    23
Section 3.12.  Cancellation...............................................................................    24
Section 3.13.  Creation of Treasury Stock Purchase Units by Substitution of Treasury Securities...........    24
Section 3.14.  Reestablishment of Corporate Stock Purchase Units..........................................    25
Section 3.15.  Transfer of Collateral upon Occurrence of Termination Event................................    26
Section 3.16.  No Consent to Assumption...................................................................    27

                                                   ARTICLE IV

                                                The Senior Notes

Section 4.1.   Interest Payments; Rights to Interest Preserved............................................    27
Section 4.2.   Interest Rate Reset........................................................................    28
Section 4.3.   Notice and Voting..........................................................................    28

                                                   ARTICLE V

                                             The Purchase Contracts

Section 5.1.   Purchase of Shares of Common Stock.........................................................    29
Section 5.2.   Contract Adjustment Payments...............................................................    31
Section 5.3.   [Intentionally omitted.]...................................................................    32
Section 5.4.   Payment of Purchase Price..................................................................    32
Section 5.5.   Issuance of Shares of Common Stock.........................................................    36
Section 5.6.   Adjustment of Settlement Rate..............................................................    37
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.......................................................................    46
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
               Shares of Common Stock.....................................................................    46
Section 6.2.   Restoration of Rights and Remedies.........................................................    47
Section 6.3.   Rights and Remedies Cumulative.............................................................    47
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...........................................................    48
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                                      ii
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<TABLE>
                                                  ARTICLE VII

                                          The Purchase Contract Agent
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Section 7.1.   Certain Duties and Responsibilities........................................................    48
Section 7.2.   Notice of Default..........................................................................    49
Section 7.3.   Certain Rights of Purchase Contract Agent..................................................    49
Section 7.4.   Not Responsible for Recitals or Issuance of Securities.....................................    50
Section 7.5.   May Hold Securities........................................................................    50
Section 7.6.   Money Held in Custody......................................................................    50
Section 7.7.   Compensation and Reimbursement.............................................................    51
Section 7.8.   Corporate Purchase Contract Agent Required; Eligibility....................................    51
Section 7.9.   Resignation and Removal; Appointment of Successor..........................................    51
Section 7.10.  Acceptance of Appointment by Successor.....................................................    53
Section 7.11.  Merger, Conversion, Consolidation or Succession to Business................................    53
Section 7.12.  Preservation of Information; Communications to Holders.....................................    53
Section 7.13.  No Obligations of Purchase Contract Agent..................................................    54
Section 7.14.  Tax Compliance.............................................................................    54

                                                  ARTICLE VIII

                                            Supplemental Agreements

Section 8.1.   Supplemental Agreements Without Consent of Holders.........................................    55
Section 8.2.   Supplemental Agreements With Consent of Holders............................................    55
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

                           Merger, Consolidation, Share Exchange, Sale or Conveyance

Section 9.1.   Covenant Not to Merge, Consolidate, Enter into a Share Exchange, Sell or Convey Property
               Except Under Certain Conditions............................................................    57
Section 9.2.   Rights and Duties of Successor Corporation.................................................    57
Section 9.3.   Officers' Certificate and Opinion of Counsel Given to Purchase Contract Agent..............    58

                                                   ARTICLE X

                                                   Covenants

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

                                   EXHIBITS

EXHIBIT A        Form of Corporate Stock Purchase Unit Certificate
EXHIBIT B        Form of Treasury Stock Purchase Unit 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 Cash
EXHIBIT F        Notice from Purchase Contract Agent to Collateral Agent and
                 Indenture Trustee
                 (Settlement of Purchase Contract through Remarketing)
EXHIBIT G        Notice from Holder to Indenture Trustee
                 (Election to Tender for Purchase Senior Notes in the
                 Remarketing)

                                      iv
<PAGE>

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

                                    RECITALS

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

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

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

                                   ARTICLE I

                       Definitions and Other Provisions
                            of General 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;

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

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

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

                                                                               2

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 Stock Purchase
Unit for the 20 Trading Days immediately preceding the date of public
announcement of such Reset Transaction; provided that the Adjusted Contract
Adjustment Payment Rate shall not be less than ______% per annum.

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

          "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 set forth in Section 5.1.

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

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

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

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

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

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

                                                                               3

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

          "Certificate" means a Corporate Stock Purchase Unit Certificate or a
Treasury Stock Purchase Unit 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 set forth in Section 5.1.

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

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

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

          "Collateral Agent" means ______________________________, as Collateral
Agent under the Pledge Agreement until a successor Collateral Agent shall have
become such 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 set forth in Section 3.13.

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

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

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

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

                                                                               4

          "Corporate Stock Purchase Unit" means the collective rights and
obligations of a Holder of a Corporate Stock Purchase Unit Certificate in
respect of the Senior Notes, subject to the Pledge thereof, and the related
Purchase Contract.

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

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

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

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

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

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

          "Dividend Yield" means, with respect to any security for any period,
the dividends paid or proposed to be paid 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 set forth in Section 5.9(a).

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

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

          "Early Settlement Rate" has the meaning set forth 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 set forth in Section 1.4(e).

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

          "Failed Remarketing" has the meaning set forth in Section 5.4(b).
<PAGE>

                                                                               5

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

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

          "Indenture" means the Senior Indenture, dated as of June 1, 2000,
between the Company and the Indenture Trustee, as amended and supplemented
(including any provisions of the TIA that are deemed incorporated therein and
including the Supplemental Indenture), pursuant to which the Senior Notes will
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 (i) either its Chief Executive Officer, its
President or one of its Vice Presidents and (ii) either its Corporate Secretary
or one of its Assistant Corporate Secretaries or its Treasurer or one of its
Assistant Treasurers, and delivered to the Purchase Contract Agent.

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

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

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

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

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

          (1)  If a Termination Event has occurred, (i) Treasury Stock Purchase
     Units and (ii) Corporate Stock Purchase Units for which the underlying
     Senior Notes have been theretofore
<PAGE>

                                                                               6

     deposited with the Purchase Contract Agent in trust for the Holders of such
     Corporate Stock Purchase Units;

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

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

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

          "Payment Date" means each ___________, ___________, ___________ and
___________, commencing ______________, 20___.

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

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

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

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

                                                                               7

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

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

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

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

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

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

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

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

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

          "Purchase Contract Settlement Date" means ________________, 20___.

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

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

                                                                               8

          "Purchased Shares" has the meaning set forth 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, the fifteenth
Business Day prior to such Payment Date.

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

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

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

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

          "Remarketing" has the meaning set forth in the Supplemental Indenture.

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

          "Remarketing Agreement" means the Remarketing Agreement, dated as of
the date hereof between the Company and the Remarketing Agent.

          "Remarketing Date" means the date, which is the third Business Day
immediately preceding the Purchase Contract Settlement Date, on which the Reset
Rate is determined pursuant to the Remarketing.

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

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

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

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

                                                                               9

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

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

          "Security" means a Corporate Stock Purchase Unit or a Treasury Stock
Purchase Unit, as the case may be.

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

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

          "Stated Amount" means $_____ in cash.

          "Stated Maturity" means, with respect to the Senior Notes,
____________, 20___.

          "Stock Purchase Units" means the collective reference to the Corporate
Stock Purchase Units and the Treasury Stock Purchase Units.

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

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

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

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

          (2)  a judgment, decree or court order for the appointment of a
     receiver or liquidator or trustee or assignee in bankruptcy or insolvency
     of the Company or of its property, or for the winding up or liquidation of
     its affairs, shall have been entered, and,
<PAGE>

                                                                              10
     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

          (3)  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
     of the Company under the Bankruptcy Code or any other similar applicable
     Federal or State law, or shall consent to the filing of any such petition,
     or shall consent to the appointment of a receiver or liquidator or trustee
     or assignee in bankruptcy or insolvency of it or of its property, or shall
     make an assignment for the benefit of its creditors, or shall admit in
     writing its inability to pay its debts generally as they become due.

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

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

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

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

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

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

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

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

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

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

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

                                                                              11

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

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

          "Treasury Security" means a zero-coupon U.S. Treasury Security which
has a principal amount at maturity of $1,000 and which matures on or prior to
______________, 20___.

          "Underwriters" means ______________________ and __________________ ,
collectively.

Section 1.2.  Compliance Certificates and Opinions.

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

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

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

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

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

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

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

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

                                                                              12

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 Purchase Contract Agent and, where it is hereby expressly required, to
the Company.  Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and (subject to Section 7.1) conclusive in favor of
the Purchase Contract Agent and the Company, if made in the manner provided in
this Section.

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

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

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

          (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this
<PAGE>

                                                                              13

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
Stock Purchase Units and the Outstanding Treasury Stock Purchase Units, as the
case may be, on such record date, and no other Holders, shall be entitled to
take the relevant action with respect to the Corporate Stock Purchase Units or
the Treasury Stock Purchase Units, as the case may be, whether or not such
Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite number of Outstanding Securities on
such record date. Nothing contained in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set 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 contained in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
number of Outstanding Securities on the date such action is taken. Promptly
after any record date is set 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 Purchase Contract 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 Purchase Contract 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.

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

          If to the Purchase Contract Agent:

          ______________________________
          ______________________________
          ______________________________

          Telecopier No.: ______________
          Attention:____________________

          If to the Company:

          Dominion Resources, Inc.
          120 Tredegar Street
<PAGE>

                                                                              14

          Richmond, Virginia  23219
          Telecopier No.:_______________
          Attention:____________________

          If to the Collateral Agent and Securities Intermediary:

          ______________________________,
          ______________________________
          ______________________________
          Telecopier No.:_______________
          Attention:____________________

          If to the Indenture Trustee:

          The Chase Manhattan Bank

          ______________________________
          ______________________________
          Telecopier No.:_______________
          Attention:____________________

Section 1.6.  Notice to Holders; Waiver.

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

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

Section 1.7.  Effect of Headings and Table of Contents.

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

Section 1.8.  Successors and Assigns.

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

                                                                              15

Section 1.9.   Separability Clause.

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

Section 1.10.  Benefits of Agreement.

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

Section 1.11.  Governing Law.

               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
Stock Purchase Unit Certificates or the Treasury Stock Purchase Unit
Certificates) Contract Adjustment Payments shall not be made on such date, but
shall be made on the next succeeding Business Day with the same force and effect
as if made on such Payment Date, provided that no interest shall accrue or be
payable by the Company or any Holder for the period from and after any such
Payment Date, except that, if such next succeeding Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day with the same force and effect as if made on such Payment
Date.

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

Section 1.13.  Counterparts.

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

Section 1.14.  Inspection of Agreement.
<PAGE>

                                                                              16

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

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

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

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

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

     "This Certificate is a Global Certificate within the meaning of the
     Purchase Contract Agreement hereinafter referred to and is registered in
     the name of The Depository Trust Company, a New York corporation (the
     "Depositary"), or a nominee of the Depositary. This Certificate is
     exchangeable for certificates registered in the name of a person other than
     the Depositary or its nominee only in the limited circumstances described
     in the Purchase
<PAGE>

                                                                              17

     Contract Agreement and no transfer of this Certificate (other than a
     transfer of this Certificate as a whole by the Depositary to a nominee of
     the Depositary or by a nominee of the Depositary to the Depositary or
     another nominee of the Depositary) may be registered except in limited
     circumstances.

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

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

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

               The form of the Purchase Contract Agent's certificate of
authentication of the Treasury Stock Purchase Unit shall be in substantially the
form set forth on the form of the Treasury Stock Purchase Unit 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 ______________, 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 Stock Purchase Unit or Treasury
Stock Purchase Unit and any integral multiple thereof.

Section 3.2.   Rights and Obligations Evidenced by the Certificates.

               Each Corporate Stock Purchase Unit Certificate shall evidence the
number of Corporate Stock Purchase Units specified therein, with each such
Corporate Stock Purchase Unit representing (1) the ownership by the Holder
thereof of a beneficial interest in one Senior Note, subject to the Pledge of
such Senior Note by such Holder pursuant to the Pledge Agreement, and (2) the
rights and obligations of the Holder thereof and the Company under one Purchase
Contract. The Purchase Contract Agent as attorney-in-fact for, and on behalf of,
the Holder of each Corporate Stock Purchase Unit shall pledge, pursuant to the
Pledge Agreement, the Senior Note, forming a part of such Corporate Stock
Purchase Unit, to the Collateral Agent and grant to the Collateral Agent a
<PAGE>

                                                                              18

security interest in the right, title and interest of such Holder in such Senior
Note for the benefit of the Company, to secure the obligation of the Holder
under each Purchase Contract to purchase shares of Common Stock. Prior to the
purchase of shares of Common Stock under each Purchase Contract, such Purchase
Contracts shall not entitle the Holder of a Corporate Stock Purchase Unit
Certificate to any of the rights of a holder of shares of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as a shareholder in respect of
the meetings of shareholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as a shareholder of the
Company.

               Upon the formation of Treasury Stock Purchase Units pursuant to
Section 3.13, each Treasury Stock Purchase Unit Certificate shall evidence the
number of Treasury Stock Purchase Units specified therein, with each such
Treasury Stock Purchase Unit representing (1) the ownership by the Holder
thereof of a __/__ 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 (2) the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.
Prior to the purchase of shares of Common Stock under each Purchase Contract,
such Purchase Contract shall not entitle the Holder of a Treasury Stock Purchase
Unit Certificate to any of the rights of a holder of shares of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as a shareholder in respect of
the meetings of shareholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as a shareholder of the
Company.

Section 3.3.   Execution, Authentication, Delivery and Dating.

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

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

               Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices 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 officer of the Purchase Contract Agent, as such
Holder's attorney-in-fact. Such signature by an authorized officer of the
Purchase Contract Agent shall be conclusive evidence that the Holder of such
Certificate has entered into the Purchase Contracts evidenced by such
Certificate.
<PAGE>

                                                                              19

               Each Certificate shall be dated the date of its authentication.

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

Section 3.4.   Temporary Certificates.

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

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

Section 3.5.   Registration; Registration of Transfer and Exchange.

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

                                                                              20

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

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

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

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

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

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

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

                                                                              21

               (2)  if a Termination Event shall have occurred prior to the
     Purchase Contract Settlement Date, transfer the Senior Notes 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 or its custodian by, or on behalf of, the Company. Such Global
Certificate shall initially be registered on the books and records of the
Company in the name of Cede & Co., the nominee of the 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 Purchase Contract 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:

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

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

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

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

Section 3.7.   Notices to Holders.

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

Section 3.8.   Appointment of Successor Clearing Agency.

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

Section 3.9.   Definitive Certificates.
<PAGE>

                                                                              22

               If:

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

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

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

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

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

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

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

                                                                              23

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

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

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

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

               Every new Certificate issued 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.

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

               Notwithstanding the foregoing, with respect to any Global
Certificate, nothing contained herein shall prevent the Company, the Purchase
Contract Agent or any agent of the Company or the Purchase Contract Agent, from
giving effect to any written certification, proxy or other authorization
furnished by any Clearing Agency (or its nominee), as a Holder, with respect to
such Global Certificate or impair, as between such Clearing Agency and owners of
beneficial
<PAGE>

                                                                              24

interests in such Global Certificate, the operation of customary practices
governing the exercise of rights of such Clearing Agency (or its nominee) as
Holder of such Global Certificate.

Section 3.12.  Cancellation.

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

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

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

               A Holder may separate the Senior Notes from the related Purchase
Contracts in respect of such Holder's Corporate Stock Purchase Units by
substituting for such Senior Notes Treasury Securities in an aggregate principal
amount equal to the aggregate principal amount of such Senior Notes (a
"Collateral Substitution"), at any time from and after the date of this
Agreement and on or prior to the seventh Business Day immediately preceding the
Purchase Contract Settlement Date by:

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

               (2)  transferring the related Corporate Stock Purchase Units to
     the Purchase Contract Agent accompanied by a notice to the Purchase
     Contract 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 Purchase Contract Agent
     instruct the Collateral Agent to release the Senior Notes underlying such
     Corporate Stock Purchase Units, whereupon the Purchase Contract Agent shall
     promptly give such instruction to the Collateral Agent, substantially in
     the form of Exhibit A to the Pledge Agreement.

Upon receipt of the Treasury Securities described in clause (1) above and the
instruction described in clause (2) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will
<PAGE>

                                                                              25

cause the Securities Intermediary to effect the release of such Senior Notes
from the Pledge to the Purchase Contract Agent, free and clear of the Company's
security interest therein, and the transfer of such Senior Notes to the Purchase
Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase
Contract Agent shall promptly:

               (i)   cancel the related Corporate Stock Purchase Units;

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

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

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

               Holders may make Collateral Substitutions only in integral
multiples of ___ Corporate Stock Purchase Units.

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

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

Section 3.14.  Reestablishment of Corporate Stock Purchase Units.

               A Holder of a Treasury Stock Purchase Unit may recreate Corporate
Stock Purchase Units at any time on or prior to the seventh Business Day
immediately preceding the Purchase Contract Settlement Date by:
<PAGE>

                                                                              26

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

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

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

               (i)    cancel the related Treasury Stock Purchase Units;

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

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

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

               Holders of Treasury Stock Purchase Units may reestablish
Corporate Stock Purchase Units in integral multiples of ____ Treasury Stock
Purchase Units for ____ Corporate Stock Purchase Units.

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

Section 3.15.  Transfer of Collateral upon Occurrence of Termination Event.
<PAGE>

                                                                              27

               Upon the occurrence of a Termination Event and the transfer to
the Purchase Contract Agent of the Senior Notes or the Treasury Securities, as
the case may be, underlying the Corporate Stock Purchase Units and the Treasury
Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge
Agreement, the Purchase Contract Agent shall request transfer instructions with
respect to such Senior Notes 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 Stock
Purchase Unit Register or the Treasury Stock Purchase Unit Register, as the case
may be.

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

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

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

Section 3.16.  No Consent to Assumption.

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

                                  ARTICLE IV

                               The Senior Notes

Section 4.1.   Interest Payments; Rights to Interest Preserved.

               An interest payment on any Senior Note which is paid on any
Payment Date shall, subject to receipt thereof by the Purchase Contract Agent
from the Collateral Agent as provided by
<PAGE>

                                                                              28

the terms of the Pledge Agreement, be paid to the Person in whose name the
Corporate Stock Purchase Unit Certificate (or one or more Predecessor Corporate
Stock Purchase Unit Certificates) of which such Senior Note is a part is
registered at the close of business on the Record Date for such Payment Date.

               Each Corporate Stock Purchase Unit Certificate evidencing the
Senior Note delivered under this Agreement upon registration of transfer of or
in exchange for or in lieu of any other Corporate Stock Purchase Unit
Certificate shall carry the right to accrued and unpaid interest, and the right
to accrue interest, which rights were carried by the Senior Note underlying such
other Corporate Stock Purchase Unit Certificate.

               In the case of any Corporate Stock Purchase Unitswith 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, the interest payment on the Senior Note underlying such
Corporate Stock Purchase Unitsotherwise payable on such Payment Date shall be
payable on such Payment Date notwithstanding such Cash Settlement or Early
Settlement or Collateral Substitution, and such interest payment shall, subject
to receipt thereof by the Purchase Contract Agent, be payable to the Person in
whose name the Corporate Stock Purchase Unit Certificate (or one or more
Predecessor Corporate Stock Purchase Unit Certificates) was registered at the
close of business on the Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Corporate Stock Purchase
Unitswith 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 on an Early Settlement Date,
as the case may be, or with respect to which a Collateral Substitution has been
effected, interest payments on the related Senior Notes that would otherwise be
payable after the Purchase Contract Settlement Date, Early Settlement Date or
Collateral Substitution shall not be payable hereunder to the Holder of such
Corporate Stock Purchase Units; provided, however, that to the extent that such
Holder continues to hold the separated Senior Note that formerly comprised a
part of such Holder's Corporate Stock Purchase Units, such Holder shall be
entitled to receive the interest payments on such separated Senior Note, as
provided in the Supplemental Indenture.

Section 4.2.   Interest Rate Reset.

               The applicable interest rate borne by the Senior Notes on and
after the Purchase Contract Settlement Date shall be reset pursuant to the
Remarketing on the third Business Day immediately preceding the Purchase
Contract Settlement Date to a rate equal to the Reset Rate (such Reset Rate to
be in effect on and after the Purchase Contract Settlement Date).

Section 4.3.   Notice and Voting.

               Under the terms of the Pledge Agreement, the Purchase Contract
Agent will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Senior Notes, but only to the extent instructed in
writing by the Holders as described below. Upon receipt of notice of any meeting
at which holders of Senior Notes are entitled to vote or upon any solicitation
of
<PAGE>

                                                                              29

consents, waivers or proxies of holders of Senior Notes, the Purchase Contract
Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate
Stock Purchase Unitsa notice:

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

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

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

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

                                   ARTICLE V

                             The Purchase Contracts

Section 5.1.   Purchase of Shares of Common Stock.

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

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

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

               (3)  if the Applicable Market Value is less than or equal to the
          Reference Price, ___________ shares of Common Stock per Purchase
          Contract,
<PAGE>

                                                                              30

in each case subject to adjustment as provided in Section 5.6 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

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

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

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

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

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

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

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

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

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

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

               Each Holder of a Corporate Stock Purchase Unitsor a Treasury
Stock Purchase Unit, by its acceptance thereof:
<PAGE>

                                                                              31

               (1)  irrevocably authorizes the Purchase Contract Agent to enter
          into and perform the related Purchase Contract on its behalf as its
          attorney-in-fact (including the execution of Certificates on behalf of
          such Holder);

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

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

               (4)  consents to the provisions hereof;

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

               (6)  consents to and agrees to be bound by the Pledge of the
          Senior Notes 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 Stock Purchase Unitsor a
Treasury Stock Purchase Unit, by its acceptance thereof, further covenants and
agrees, that to the extent and in the manner provided in Section 5.4 and the
Pledge Agreement, but subject to the terms thereof, Proceeds from the
Remarketing of the Senior Notes or the Proceeds from the Treasury Securities at
maturity on the Purchase Contract Settlement Date, as the case may be, shall be
paid by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.

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

Section 5.2.   Contract Adjustment Payments.

               The Company shall pay, on each Payment Date, the Contract
Adjustment Payments payable in respect of each Purchase Contract to the Person
in whose name a Certificate (or one or more Predecessor Certificates) is
registered at the close of business on the Record Date next preceding such
Payment Date in such coin or currency of the United States as at the time of
payment shall be legal tender for the payment of public and private debts. The
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in The City of New York maintained for that purpose or, at the
option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the Corporate Stock Purchase
Unit Register or Treasury Stock Purchase Unit Register. If any date on which
Contract Adjustment Payments are to be made is not a Business Day, then payment
of the Contract Adjustment Payments payable on such date will be made on the
next day that is a Business Day (and without any interest in respect of any
<PAGE>

                                                                              32

such delay), except that, if such Business Day is in the next calendar year,
such payment will be made on the preceding Business Day.

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

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

               Subject to Section 5.9, in the case of any Security with respect
to which 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 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.

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

Section 5.3.   [Intentionally omitted.]

Section 5.4.   Payment of Purchase Price.

               (a)  (i) Unless a Holder effects an Early Settlement of the
underlying Purchase Contract in the manner described in Section 5.9, each Holder
of a Corporate Stock Purchase Unit who intends to pay in cash to satisfy such
Holder's obligation under the Purchase Contract shall notify the Purchase
Contract 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 the related 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 Purchase Contract Agent shall notify the Collateral Agent and the
Indenture Trustee of the receipt of such notices from Holders intending to make
a Cash Settlement.
<PAGE>

                                                                              33

               (ii)   A Holder of a Corporate Stock Purchase Unit who has so
notified the Purchase Contract Agent of its intention to make a Cash Settlement
in accordance with paragraph (a) (i) above shall pay the Purchase Price to the
Securities Intermediary for deposit in the Collateral Account 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
Purchase Contract Agent when received for payment to the Holder of the related
Corporate Stock Purchase Units on the Purchase Contract Settlement Date.

               (iii)  If a Holder of a Corporate Stock Purchase Unit fails to
notify the Purchase Contract Agent of its intention to make a Cash Settlement in
accordance with paragraph (a)(i) above, or does notify the Purchase Contract
Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase
Price in cash but fails to make such payment as required by paragraph (a)(ii)
above, such Holder shall be deemed to have consented to the disposition of the
Pledged Senior Notes pursuant to the Remarketing as described in paragraph (b)
below.

               (iv)   Promptly after 3:00 p.m., New York City time, on the
fourth Business Day immediately preceding the Purchase Contract Settlement Date,
the Purchase Contract Agent, based on notices received by the Purchase Contract
Agent pursuant to Section 5.4(a)(i) 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 aggregate principal amount of
Senior Notes to be tendered for purchase in the Remarketing in a notice
substantially in the form of Exhibit F hereto.

               (v)    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 Stock Purchase Units of the procedures to be followed by Holders of
Corporate Stock Purchase Units who intend to effect a Cash Settlement on or
prior to the fifth Business Day immediately preceding the Purchase Contract
Settlement Date.

               (b)    In order to dispose of the Senior Notes, Corporate Stock
Purchase Unit Holders who have not notified the Purchase Contract Agent of their
intention to effect a Cash Settlement as provided in paragraph (a)(i) above, or
who have so notified the Purchase Contract Agent but failed 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 Senior Notes. In order to facilitate the Remarketing, the Purchase Contract
Agent, based on the notices specified in Section 5.4(a)(iv), shall notify the
Remarketing Agent, promptly after 3:00 p.m. (New York City time) on the fourth
Business Day immediately preceding the Purchase Contract Settlement Date, of the
aggregate principal amount of Senior Notes that are part of Corporate Stock
Purchase Units to be remarketed. Concurrently, the Collateral Agent, pursuant to
the terms of the Pledge Agreement, shall cause such Senior Notes to be presented
to the Remarketing Agent for Remarketing.
<PAGE>

                                                                              34

               Upon receipt of such notice from the Purchase Contract Agent and
such Senior Notes, the Remarketing Agent shall, on the third Business Day
immediately preceding the Purchase Contract Settlement Date, use commercially
reasonable efforts to remarket such Senior Notes on such date at a price equal
to 100.___% of the aggregate principal amount of such Senior Notes, as provided
in the Remarketing Agreement. The proceeds from the Remarketing equal to 100% of
the aggregate principal amount of the remarketed Senior Notes shall
automatically be applied by the Collateral Agent, in accordance with the Pledge
Agreement, to satisfy in full such Corporate Stock Purchase Unit Holders'
obligations to pay the Purchase Price for the shares of Common Stock under the
related Purchase Contracts on the Purchase Contract Settlement Date. The
proceeds equal to .___% of the aggregate principal amount of the remarketed
Senior Notes shall be retained by the Remarketing Agent for services rendered in
connection with the Remarketing (the "Remarketing Fee").

               If, in spite of using its commercially reasonable efforts, the
Remarketing Agent cannot remarket the related Senior Notes of such Holders of
Corporate Stock Purchase Units at a price of 100.___% of the aggregate principal
amount of such Senior Notes, 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 Senior Notes, 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 Senior Notes, any accrued and unpaid interest on such Senior
Notes shall become payable by the Company to the Purchase Contract Agent for
payment to the registered owner of the Corporate Stock Purchase Units to which
such Senior Notes relate.  The Company shall cause a notice of such Failed
Remarketing to be published no later than the Business Day immediately preceding
the Purchase Contract Settlement Date in a daily newspaper in the English
language of general circulation in The City of New York, which is expected to be
The Wall Street Journal.

               (c)  With respect to any Senior Notes which are subject to a
Failed Remarketing, the Collateral Agent shall exercise, for the benefit of the
Company, 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 Senior Notes in full satisfaction of the Holders' obligations under the
Purchase Contracts or (ii) sell the Senior Notes in one or more public or
private sales, the proceeds, if any, of any such sale to constitute full
satisfaction of the Holders' obligations under the Purchase Contracts.

               (d)  (i) Unless a Holder of a Treasury Stock Purchase Unit
effects an Early Settlement of the underlying Purchase Contract in the manner
described in Section 5.9, each Holder of a Treasury Stock Purchase Unit who
intends to pay in cash to satisfy such Holder's obligation under the Purchase
Contract shall notify the Purchase Contract 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 the
related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New
York City time) on the second 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 Purchase Contract Agent shall notify the Collateral
Agent of the receipt of such notices from such Holders intending to make a Cash
Settlement.

               (ii) A Holder of a Treasury Stock Purchase Unit who has so
notified the Purchase Contract Agent of its intention to make a Cash Settlement
in accordance with paragraph (d)(i) above
<PAGE>

                                                                              35

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 Purchase Contract Agent when received for payment to the
Holder of the related Treasury Stock Purchase Units on the Purchase Contract
Settlement Date.

               (iii)  If a Holder of a Treasury Stock Purchase Unit fails to
notify the Purchase Contract Agent of its intention to make a Cash Settlement in
accordance with paragraph (d)(i) above, or does notify the Purchase Contract
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 held by the
Securities Intermediary on the Business Day immediately prior to the Purchase
Contract Settlement Date, the principal amount of the Treasury Securities
received by the Securities Intermediary shall be invested promptly in Permitted
Investments.

               On the Purchase Contract Settlement Date, an amount equal to the
Purchase Price shall be remitted to the Company as payment thereof without
receiving any instructions from the Holder of the related Treasury Stock
Purchase Units.  In the event the sum of the proceeds from the related Pledged
Treasury Securities and the investment earnings earned from such investments is
in excess of the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall cause the Securities Intermediary to
distribute such excess to the Purchase Contract Agent for the benefit of the
Holder of the related Treasury Stock Purchase Units when received.

               (iv)   If a Holder of a Treasury Stock Purchase Unit continues to
hold the Senior Note originally part of the Corporate Stock Purchase Unit that
was converted into the Treasury Stock Purchase Unit, such Holder may elect to
have such Senior Note remarketed. A Holder making such an election must (A)
notify the Indenture Trustee prior to 11:00 a.m. (New York City time) on the
fifth Business Day immediately preceding the Purchase Contract Settlement Date,
by use of a notice in substantially the form of Exhibit G hereto, of the
aggregate principal amount of Senior Notes that are not part of Corporate Stock
Purchase Units to be remarketed and (B) concurrently deliver, by book-entry
transfer or other appropriate procedures, to the Indenture Trustee such Senior
Notes to be remarketed. Any such notice will be irrevocable and may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. Concurrently, the Indenture Trustee shall cause such Senior Notes
to be presented to the Remarketing Agent for Remarketing.

               (e)    Any distribution to Holders of excess funds and interest
described above shall be payable at the office of the Purchase Contract Agent in
The City of New York maintained for that purpose or, at the option of the
Holder, 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:
<PAGE>

                                                                              36

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

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

               (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, if any, 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.

               (h)  The Company shall not be obligated to issue any shares of
Common Stock in respect of a Purchase Contract or deliver any certificates
thereof to the Holder of the related Corporate Stock Purchase Units or Treasury
Stock Purchase Units unless the Company shall have received payments in full for
the aggregate purchase price for the shares of Common Stock to be purchased
thereunder in the manner herein set forth.

Section 5.5.   Issuance of Shares of Common Stock.

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

               Subject to the foregoing, upon surrender of a Certificate to the
Purchase Contract Agent on or after the Purchase Contract Settlement Date,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Common Stock which such
Holder is entitled to receive 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
<PAGE>

                                                                              37

part of the Purchase Contract Settlement Fund, but without any interest thereon
(or, if such Certificate is not surrendered to the Purchase Contract Agent or if
no such instructions are given to the Purchase Contract Agent by the Holder, the
Purchase Contract Agent shall hold such Certificate representing shares of
Common Stock, cash in lieu of fractional shares and dividends or distributions,
as applicable, in the name of the Purchase Contract Agent or its nominee in
trust for the benefit of such Holder until the expiration of the time period
specified in the abandoned property laws of the relevant State), and the
Certificate so surrendered shall forthwith be cancelled. Such shares shall be
registered in the name of the Holder or the Holder's designee as specified in
the settlement instructions provided by the Holder to the Purchase Contract
Agent. If any shares of Common Stock issued in respect of a Purchase Contract
are to be registered to a Person other than the Person in whose name the
Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such registration has
paid any transfer and other taxes required by reason of such registration in a
name other than that of the registered Holder of the Certificate evidencing such
Purchase Contract or has established to the satisfaction of the Company that
such tax either has been paid or is not payable.

Section 5.6.   Adjustment of Settlement Rate.

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

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

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

                  (ii)  and the denominator shall be the sum of such number of
               shares and the total number of shares constituting such dividend
               or other distribution,

          such increase to become effective immediately after the opening of
          business on the day following the date fixed for such determination.
          For the purposes of this paragraph (1), the number of shares of Common
          Stock at any time outstanding shall not include shares held in the
          treasury of the Company but shall include any shares issuable in
          respect of any scrip certificates issued in lieu of fractions of
          shares of Common Stock. The Company will not pay any dividend or make
          any distribution on shares of Common Stock held in the treasury of the
          Company.

               (2)  In case the Company shall issue rights, options or warrants
          to all holders of Common Stock (not being available on an equivalent
          basis to Holders of the Securities upon settlement of the Purchase
          Contracts underlying such Securities) entitling them, for a period
          expiring within 45 days after the record date for the determination of
          shareholders entitled to receive such rights, options or warrants, to
          subscribe for or purchase shares of Common Stock at a price per share
          less than the Current Market Price per share of Common Stock on the
          date fixed for the determination of shareholders entitled to receive
          such rights, options or warrants
<PAGE>

                                                                              38

          (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:

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

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

          such increase to become effective immediately after the opening of
          business on the day following the date fixed for such determination.
          For the purposes of this paragraph (2), the number of shares of Common
          Stock at any time outstanding shall not include shares held in the
          treasury of the Company but shall include any shares issuable in
          respect of any scrip certificates issued in lieu of fractions of
          shares of Common Stock. The Company shall not issue any such rights,
          options or warrants in respect of shares of Common Stock held in the
          treasury of the Company.

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

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

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

                                                                              39

                  (ii)  the denominator shall be such Current Market Price per
               share of 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 shareholders entitled to receive such distribution. In any case in
          which this paragraph (4) is applicable, paragraph (2) of this Section
          5.6(a) shall not be applicable.

               (5)  In case the Company shall, by dividend or otherwise,
          distribute to all holders of Common Stock (I) cash (excluding any cash
          that is distributed in a Reorganization Event to which Section 5.6(b)
          applies or as part of a distribution referred to in paragraph (4) of
          this Section 5.6(a)) in an aggregate amount that, combined together
          with the aggregate amount of any other distributions to all holders of
          Common Stock made exclusively in cash (other than in connection with a
          Reorganization Event) within the 12 months preceding the date of
          payment of such distribution and in respect of which no adjustment
          pursuant to this paragraph (5) or 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
          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 5.6(a) has been made,
          exceeds ____% of the product of the Current Market Price per share of
          Common Stock on the date for the determination of holders of shares of
          Common Stock entitled to receive such distribution times the number of
          shares of Common Stock outstanding on such date, then, and in each
          such case, immediately after the close of business on such date for
          determination, the Settlement Rate shall be increased so that the same
          shall equal the rate determined by dividing the Settlement Rate in
          effect immediately prior to the close of business on the date fixed
          for determination of the shareholders entitled to receive such
          distribution by a fraction of which:

                  (i)   the numerator shall be equal to the Current Market Price
               per share of the Common Stock on the date fixed for such
               determination less an amount equal to the quotient of (x) the
               combined amount distributed or payable in the transactions
               described in clauses (I) and (II) above divided by (y) the number
               of shares of Common Stock outstanding on such date for
               determination; and

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

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

                                                                              40

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

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

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

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

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

                    (b)  a subdivision, split or combination, as the case may
               be, of the number of shares of Common Stock outstanding
               immediately prior to such reclassification into the number of
               shares of Common Stock outstanding immediately thereafter (and
               the
<PAGE>

                                                                              41

               effective date of such reclassification shall be deemed to be
               "the day upon which such subdivision or split becomes effective"
               or "the day upon which such combination becomes effective", as
               the case may be, and "the day upon which such subdivision, split
               or combination becomes effective" within the meaning of paragraph
               (3) of this Section 5.6(a)).

               (8)  The "Current Market Price" per share of Common Stock on any
          day means the average of the daily Closing Prices for the five
          consecutive Trading Days selected by the 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 (1), (2) or (3) of the definition of
          Settlement Rate in Section 5.1 will apply on the Purchase Contract
          Settlement Date. Such adjustment shall be made by multiplying the
          Applicable Market Value by a fraction of which the numerator shall be
          the Settlement Rate immediately after such adjustment 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 5.6(a), as it considers
          to be advisable in order to avoid or diminish any income tax to any
          holders of shares of Common Stock resulting from any dividend or
          distribution of stock or issuance of rights, options or warrants to
          purchase or subscribe for stock or from any event treated as such for
          income tax purposes or for any other reason.

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

               In the event of:

                  (i)  any consolidation or merger of the Company with or into
               another Person (other than a merger or consolidation in which the
               Company is the continuing
<PAGE>

                                                                              42

               corporation and in which the shares of Common Stock outstanding
               immediately prior to the merger or consolidation are not
               exchanged for cash, securities or other property of the Company
               or another corporation);

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

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

                                                                              43

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

Section 5.7.   Notice of Adjustments and Certain Other Events.

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

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

               (2)  within 10 Business Days following the occurrence of an event
          that requires an adjustment to the Settlement Rate and the Applicable
          Market Value 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 and
          the Applicable Market Value was determined and setting forth the
          adjusted Settlement Rate and Applicable Market Value.

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

                                                                              44

Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Register.

Section 5.9.   Early Settlement.

               (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
Stock Purchase Units on or prior to the seventh Business Day immediately
preceding the Purchase Contract Settlement Date and in the case of Treasury
Stock Purchase Units on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date, in each case, as provided
herein. In order to exercise the right to effect Early Settlement with respect
to any Purchase Contracts, the Holder of the Certificate evidencing Securities
shall deliver such Certificate to the Purchase Contract Agent at the Corporate
Trust Office duly endorsed for transfer to the Company or in blank with the form
of Election to Settle Early on the reverse thereof duly completed and
accompanied by payment (payable to the Company in immediately available funds)
in an amount (the "Early Settlement Amount") equal to:

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

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

Except as provided in the immediately preceding sentence and subject to the last
paragraph of Section 5.2, no payment shall be made upon Early Settlement of any
Purchase Contract on account of any Contract Adjustment Payments accrued on such
Purchase Contract or on account of any dividends on the Common Stock issued upon
such Early Settlement.  If the foregoing requirements are first satisfied with
respect to Purchase Contracts underlying any Securities at or 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.

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

                                                                              45

               (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, ______ shares of Common Stock on account of each Purchase
Contract as to which Early Settlement is effected (the "Early Settlement Rate").
The Early Settlement Rate shall be adjusted in the same manner and at the same
time as the Settlement Rate is adjusted.

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

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

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

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

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

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

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

               (f)  If a Holder of a Corporate Stock Purchase Unit effected
Early Settlement but continues to hold the Senior Note originally part of the
Corporate Stock Purchase Unit, such Holder may elect to have such Senior Note
remarketed. In addition, if a Holder of a Treasury Stock Purchase Unit effected
Early Settlement but continues to hold the Senior Note originally part of the
Corporate Stock Purchase Unit that was converted into the Treasury Stock
Purchase Unit, such Holder may elect to have such Senior Note remarketed. A
Holder making such an election must (A) notify the Indenture Trustee prior to
11:00 a.m. (New York City time) on the fifth Business Day immediately preceding
the Purchase Contract Settlement Date, by use of a notice in substantially the
form of Exhibit G hereto, of the aggregate principal amount of Senior Notes that
are not part of Stock Purchase Units or Treasury Stock Purchase Units, as the
case may be, to be remarketed and
<PAGE>

                                                                              46

(B) concurrently deliver, by book-entry transfer or other appropriate
procedures, to the Indenture Trustee such Senior Notes to be remarketed. Any
such notice will be irrevocable and may not be conditioned upon the level at
which the Reset Rate is established in the Remarketing. Concurrently, the
Indenture Trustee shall cause such Senior Notes to be presented to the
Remarketing Agent for Remarketing.

Section 5.10.  No Fractional Shares.

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

Section 5.11.  Charges and Taxes.

               The Company will pay all stock transfer and similar taxes
attributable to the initial issuance and delivery of the shares of Common Stock
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 Purchase Contract Agent, as custodian for
such Holder, and the Company shall not be required to issue or deliver such
share certificates or Certificates unless the Person or Persons requesting the
transfer or issuance thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

                                  ARTICLE VI

                                   Remedies

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

               Each Holder of Corporate Stock Purchase Units or Treasury Stock
Purchase Units shall have the right, which is absolute and unconditional, (1)
(subject to the payment by such Holder
<PAGE>

                                                                              47

of Contract Adjustment Payments pursuant to Section 5.9(a)), to receive each
Contract Adjustment Payment with respect to the Purchase Contract constituting a
part of such Security on the respective Payment Date for such Security and (2)
to purchase shares of Common Stock pursuant to such Purchase Contract and, in
each such case, to institute suit for the enforcement of any such Contract
Adjustment Payment and right to purchase shares of Common Stock, and such rights
shall not be impaired without the consent of such Holder.

Section 6.2.   Restoration of Rights and Remedies.

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

Section 6.3.   Rights and Remedies Cumulative.

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

Section 6.4.   Delay or Omission Not Waiver.

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

Section 6.5.   Undertaking for Costs.

               All parties to this Agreement agree, and each Holder of Corporate
Stock Purchase Units or Treasury Stock Purchase Units, by its acceptance of such
Corporate Stock Purchase Units or Treasury Stock Purchase Units, shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Agreement, or in any suit
against the Purchase Contract Agent for any action taken, suffered or omitted by
it as Purchase Contract Agent, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
provided that the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Purchase Contract
Agent, to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Securities, or to any suit instituted
by any Holder for the
<PAGE>

                                                                              48

enforcement of interest payable on any Senior Notes or Contract Adjustment
Payments on any Purchase Contract on or after the respective Payment Date
therefor in respect of any Security held by such Holder, or for enforcement of
the right to purchase shares of Common Stock under the Purchase Contracts
constituting part of any Security held by such Holder.

Section 6.6.   Waiver of Stay or Extension Laws.

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

                                  ARTICLE VII

                          The Purchase Contract Agent

Section 7.1.   Certain Duties and Responsibilities.

               (a)  The Purchase Contract Agent:

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

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

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

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

                                                                              49

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

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

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

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

Section 7.2.   Notice of Default.

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

Section 7.3.   Certain Rights of Purchase Contract Agent.

               Subject to the provisions of Section 7.1:

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

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

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

               (4)  the Purchase Contract Agent may consult with counsel and the
          written advice of such counsel or any Opinion of Counsel shall be full
          and complete authorization and
<PAGE>

                                                                              50

          protection in respect of any action taken, suffered or omitted by it
          hereunder in good faith and in reliance thereon;

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

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

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

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

Section 7.5.   May Hold Securities.

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

Section 7.6.   Money Held in Custody.

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

                                                                              51

Section 7.7.   Compensation and Reimbursement.

               The Company agrees:

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

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

               (3)  to indemnify the Purchase Contract Agent and any predecessor
          Purchase Contract Agent for, and to hold it harmless against, any
          loss, liability or expense incurred without negligence or bad faith on
          its part, arising out of or in connection with the acceptance or
          administration of its duties hereunder, including the costs and
          expenses of defending itself against any claim or liability in
          connection with the exercise or performance of any of its powers or
          duties hereunder.

               The obligations of the Company under this Section 7.7 shall
survive the termination of this Agreement.

Section 7.8.   Corporate Purchase Contract Agent Required; Eligibility.

               There shall at all times be a Purchase Contract Agent hereunder
which shall be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having (or being
a member of a bank holding company having) a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or State
authority and having a corporate trust office in the Borough of Manhattan, The
City of New York, if there be such a corporation in the Borough of Manhattan,
The City of New York, eligible under this Article and willing to act on
reasonable terms. If such corporation publishes reports of condition at least
annually, 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 Purchase Contract Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

Section 7.9.   Resignation and Removal; Appointment of Successor.

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

                                                                              52

               (b)  The Purchase Contract 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 Purchase
Contract Agent required by Section 7.10 shall not have been delivered to the
Purchase Contract Agent within 30 days after the giving of such notice of
resignation, the resigning Purchase Contract Agent may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.

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

               (d)  If at any time:

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

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

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

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

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

                                                                              53

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

Section 7.10.  Acceptance of Appointment by Successor.

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

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

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

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

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

Section 7.12.  Preservation of Information; Communications to Holders.

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

                                                                              54

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

Section 7.13.  No Obligations of Purchase Contract Agent.

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

Section 7.14.  Tax Compliance.

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

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

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

                                                                              55
                                 ARTICLE VIII

                            Supplemental Agreements

Section 8.1.  Supplemental Agreements Without Consent of Holders.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Purchase Contract Agent, at any time and from time to
time, may enter into one or more agreements supplemental hereto, in form
satisfactory to the Company and the Purchase Contract Agent, to:

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

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

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

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

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

Section 8.2.  Supplemental Agreements With Consent of Holders.

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

          (1) change any Payment Date;

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

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

                                                                              56

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

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

Section 8.3.  Execution of Supplemental Agreements.

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

Section 8.4.  Effect of Supplemental Agreements.

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

Section 8.5.  Reference to Supplemental Agreements.

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

                                                                              57

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

                                  ARTICLE IX

              Merger, Consolidation, Share Exchange, Sale or Conveyance

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

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

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

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

Section 9.2.  Rights and Duties of Successor Corporation.

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

                                                                              58

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

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

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

                                   ARTICLE X

                                   Covenants

Section 10.1.  Performance Under Purchase Contracts.

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

Section 10.2.  Maintenance of Office or Agency.

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

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

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

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

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

                                                                              59

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

Section 10.3.  Company to Reserve Common Stock.

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

Section 10.6.  ERISA.


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

                                                                              60

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


                                         DOMINION RESOURCES, INC.

                                         By:  _______________________________
                                              Name:
                                              Title:


                                              ______________________________,
                                              as Purchase Contract Agent

                                         By:  _______________________________
                                              Name:
                                              Title:
<PAGE>

                                                                       EXHIBIT A

           FORM OF FACE OF CORPORATE STOCK PURCHASE UNIT CERTIFICATE

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

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



NO. _______                                           CUSIP NO. _____________
NUMBER OF CORPORATE STOCK PURCHASE UNITS
________

DOMINION RESOURCES, INC.
Corporate Stock Purchase Units

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


          Pursuant to the Pledge Agreement, the Senior Note constituting part of
each Corporate Stock Purchase Unit evidenced hereby has been pledged to the
Collateral Agent, for the benefit of the


_________________________________

/1/  Insert in Global Certificates only.

/2/  Insert in Global Certificates only.

/3/  Insert in Global Certificates only.
<PAGE>

Company, to secure the obligations of the Holder under the Purchase Contract
comprising a portion of such Corporate Stock Purchase Units.

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

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

          Interest on the Senior Notes, the beneficial ownership of which is
evidenced hereby, is payable quarterly in arrears on each Payment Date.  Such
interest payments shall be payable to the Person in whose name this Corporate
Stock Purchase Unit Certificate (or a Predecessor Corporate Stock Purchase Unit
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

          Contract Adjustment Payments and interest payments on the Senior Notes
will be payable at the office of the Purchase Contract Agent in The City of New
York or, at the option of the Company, by check mailed to the address of the
Person entitled thereto as such address appears on the Corporate Stock Purchase
Unit Register.

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

          Unless the certificate of authentication hereon has been executed by
the Purchase Contract Agent by manual signature, this Corporate Stock Purchase
Unit Certificate shall not be

                                      A-2
<PAGE>

entitled to any benefit under the Purchase Contract Agreement or the Pledge
Agreement or be valid or obligatory for any purpose.

                                      A-3
<PAGE>

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

                                         DOMINION RESOURCES, INC.

                                         By:  ______________________________
                                              Name:
                                              Title:

                                         By:  _______________________________
                                              Name:
                                              Title:


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

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

                                         By:  _______________________________
                                              Name:
                                              Title:

Dated:

                                      A-4
<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                            PURCHASE CONTRACT AGENT

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

                                         By:  ______________________________,
                                              as Purchase Contract Agent

                                         By:  _______________________________
                                              Authorized Officer

                                      A-5
<PAGE>

         (FORM OF REVERSE OF CORPORATE STOCK PURCHASE UNIT CERTIFICATE)

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

          Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Stock Purchase Unit Certificate to purchase, and the Company to sell,
on the Purchase Contract Settlement Date at a price equal to the Stated Amount
(the "Purchase Price"), a number of shares of Common Stock of the Company equal
to the Settlement Rate, unless, on or 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:

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

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

          (3) if the Applicable Market Amount is less than or equal to the
     Reference Price, __________ 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 Stock Purchase Unit to purchase at the Purchase Price, and the
Company to sell, a number of newly issued shares of Common Stock equal to the
Early Settlement Rate or the Settlement Rate, as applicable.

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

                                      A-6
<PAGE>

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

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

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

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

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

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

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

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate Stock Purchase Unit Certificate shall 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 a Remarketing of the related Pledged Senior Notes.  A Holder of Corporate
Stock Purchase Units who does not effect, prior to 11:00 a.m. (New York City
time) on the fifth 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 sale of the related Pledged Senior
Notes 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 immediately preceding the Purchase Contract Settlement Date.  Upon the
occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for the
benefit of the Company, its rights as a secured creditor with respect to the
Pledged Senior Notes related to this Corporate Stock Purchase Unit certificate
and, subject to applicable law, may, among other things, (i) retain such Pledged
Senior Notes in full satisfaction of the Holders' obligations under the Purchase
Contracts or (ii) sell such Pledged Senior Notes in one or more public or
private sales, the proceeds, if any, of such sale to constitute full
satisfaction of the Holders' obligations under the Purchase Contracts.  With
respect to such Pledged Senior Notes which are the subject of a Failed
Remarketing, any accrued and unpaid interest payments on such Pledged Senior
Notes will become payable by the Company to the Holder of this Corporate Stock
Purchase Unit Certificate in the manner provided for in the Purchase Contract
Agreement.

                                      A-7
<PAGE>

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

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

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

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

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

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

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

          The Corporate Stock Purchase Unit Certificates are issuable only in
registered form and only in denominations of a single Corporate Stock Purchase
Unit and any integral multiple thereof.  The transfer of any Corporate Stock
Purchase Unit Certificate will be registered and Corporate Stock Purchase Unit
Certificates may be exchanged as provided in the Purchase Contract Agreement.
The Corporate Stock Purchase Unit Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement.  No service charge shall be required for any
such registration of transfer or exchange, but

                                      A-8
<PAGE>

the Company and the Purchase Contract Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. A Holder who elects to substitute a Treasury Security for Senior
Notes, thereby creating Treasury Stock Purchase Units, shall be responsible for
any fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract underlying a
Corporate Stock Purchase Unit remains in effect, such Corporate Stock Purchase
Unit shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Corporate Stock Purchase Unit in respect of
the Senior Note and Purchase Contract constituting such Corporate Stock Purchase
Unit may be transferred and exchanged only as a Corporate Stock Purchase Unit.

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

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

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

          The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive, and the obligations of the Company to pay, Contract
Adjustment Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or 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 Purchase Contract Agent, the

                                      A-9
<PAGE>

Collateral Agent and the Holders, at their addresses as they appear in the
Corporate Stock Purchase Unit Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Senior Notes from the
Pledge in accordance with the provisions of the Pledge Agreement. A Corporate
Stock Purchase Unit shall thereafter represent the right to receive the Senior
Note forming a part of such Corporate Stock Purchase Unit in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

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

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

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

Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Senior Notes underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Corporate Stock Purchase Unit as to
which Early Settlement is effected equal to the Early Settlement Rate.  The
Early Settlement Rate shall initially be equal to _________ 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 Stock Purchase Unit
Certificate, the transferee shall be bound (without the necessity of any other
action on the part of such transferee, except as may be required by the Purchase
Contract Agent 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 Stock Purchase Unit Certificate.  The
Company covenants and agrees, and the Holder, by its acceptance hereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

          The Holder of this Corporate Stock Purchase Unit Certificate, by its
acceptance hereof, authorizes the Purchase Contract Agent to enter into and
perform the related Purchase Contracts forming part of the Corporate Stock
Purchase Units evidenced hereby on its behalf as its attorney-in-fact, expressly
withholds any consent to the assumption (i.e., affirmance) of the Purchase

                                     A-10
<PAGE>

Contracts by the Company or its trustee in the event that the Company becomes
the subject of a case under the Bankruptcy Code, agrees to be bound by the terms
and provisions thereof, covenants and agrees to perform its obligations under
such Purchase Contracts, consents to the provisions of the Purchase Contract
Agreement, authorizes the Purchase Contract Agent to enter into and perform the
Purchase Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Senior Notes underlying this
Corporate Stock Purchase Unit Certificate pursuant to the Pledge Agreement.  The
Holder further covenants and agrees that, to the extent and in the manner
provided in the Purchase Contract Agreement and the Pledge Agreement, but
subject to the terms thereof, payments in respect of the aggregate principal
amount of the Pledged Senior Notes shall be paid on the Purchase Contract
Settlement Date by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Purchase Contract and such Holder shall acquire
no right, title or interest in such payments.

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

          THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

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

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

                                     A-11
<PAGE>

                                 ABBREVIATIONS

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

TEN COM -                as tenants in common

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

                         (cust)                         (minor)

                         Under Uniform Gifts to Minors Act 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 Stock Purchase Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing _________________________________
_____________
attorney to transfer said Corporate Stock Purchase Unit Certificates on the
books of Dominion Resources, Inc. with full power of substitution in the
premises.

Dated: _______________   ______________________________________________
                         Signature

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

                                     A-12
<PAGE>

Signature Guarantee: ___________________________________

                                     A-13
<PAGE>

                            SETTLEMENT INSTRUCTIONS

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

<TABLE>
<S>                                               <C>
Dated: _______________________                    _____________________________________
                                                  Signature
                                                  Signature Guarantee: _________________
                                                  (if assigned to another person)

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

                                                  Please print name and address of Registered
                                                  Holder:

_____________________________________             _____________________________________
               Name                                                 Name
_____________________________________             _____________________________________
              Address                                              Address
_____________________________________             _____________________________________
_____________________________________             _____________________________________
_____________________________________             _____________________________________

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

                                     A-14
<PAGE>

                           ELECTION TO SETTLE EARLY

          The undersigned Holder of this Corporate Stock Purchase Unit
Certificate hereby irrevocably exercises the option to effect Early Settlement
in accordance with the terms of the Purchase Contract Agreement with respect to
the Purchase Contracts underlying the number of Corporate Stock Purchase Units
evidenced by this Corporate Stock Purchase Unit Certificate specified below.
The undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Corporate Stock Purchase Unit Certificate representing any Corporate Stock
Purchase Units evidenced hereby as to which Early Settlement of the related
Purchase Contracts is not effected, to the undersigned at the address indicated
below unless a different name and address have been indicated below.  Pledged
Senior Notes 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-15
<PAGE>

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

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

_____________________________________             _____________________________________
               Name                                                Name

_____________________________________             _____________________________________
             Address                                              Address
_____________________________________             _____________________________________

_____________________________________             _____________________________________

_____________________________________             _____________________________________

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

                                     A-16
<PAGE>

Transfer Instructions for Pledged Senior Notes Transferable Upon Early
Settlement or a Termination Event:

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

                                     A-17
<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

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

                                     A-18
<PAGE>

                                                                       EXHIBIT B

           FORM OF FACE OF TREASURY STOCK PURCHASE UNIT CERTIFICATE

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

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


NO. _______                                             CUSIP NO.  ____________
NUMBER OF TREASURY STOCK PURCHASE UNITS ________

                           DOMINION RESOURCES, INC.
                         TREASURY STOCK PURCHASE UNITS

          This Treasury Stock Purchase Unit Certificate certifies that [Cede &
Co.]/2/, or registered assigns, is the registered Holder of the number of
Treasury Stock Purchase Units set forth above [or such other number as set forth
in the Schedule of Increases and Decreases in Global Certificate attached
hereto] /3/.  Each Treasury Stock Purchase Unit consists of (i) the rights and
obligations of the Holder under one Purchase Contract with Dominion Resources,
Inc., a Virginia corporation (the "Company") and (ii) a __/__ undivided
beneficial ownership interest of a Treasury Security having a principal amount
at maturity equal to $1,000 and maturing on or prior to ___________, 20___.  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.

          Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Treasury Stock Purchase Unit evidenced hereby have been pledged to
the Collateral Agent, for the

_______________
/1/  Insert in Global Certificates only.

/2/  Insert in Global Certificates only.

/3/  Insert in Global Certificates only.
<PAGE>

benefit of the Company, to secure the obligations of the Holder under the
Purchase Contract comprising a portion of such Treasury Stock Purchase Unit.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Stock Purchase Unit Certificate to purchase, and the Company, to sell,
on the Purchase Contract Settlement Date, at a price equal to $____ in cash (the
"Stated Amount"), a number of 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 or an Early Settlement with respect to the
Treasury Stock Purchase Unit of which such Purchase Contract is a part, all as
provided in the Purchase Contract Agreement and more fully described on the
reverse hereof.  The purchase price (the "Purchase Price") for the shares of
Common Stock purchased 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 at maturity pledged to
secure the obligations under such Purchase Contract of the Holder of the
Treasury Stock Purchase Unit of which such Purchase Contract is a part.

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

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

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

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

                                      B-2
<PAGE>

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


                                   DOMINION RESOURCES, INC.

                                   By:  _______________________________
                                        Name:
                                        Title:


                                   By:  _______________________________
                                        Name:
                                        Title:


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

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


                                   By:  _______________________________
                                        Name:
                                        Title:

Dated:

                                      B-3
<PAGE>

                       CERTIFICATE OF AUTHENTICATION OF
                            PURCHASE CONTRACT AGENT

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

                                   By:  ______________________________,
                                        as Purchase Contract Agent

                                   By:  _______________________________
                                        Authorized Officer

                                      B-4
<PAGE>

         (FORM OF REVERSE OF TREASURY STOCK PURCHASE UNIT CERTIFICATE)

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

          Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Stock Purchase Unit Certificate to purchase, and the Company to sell,
on the Purchase Contract Settlement Date at a price equal to the Stated Amount
(the "Purchase Price") a number of shares of Common Stock of the Company equal
to the Settlement Rate, unless on or 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:

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

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

          (3)  if the Applicable Market Amount is less than or equal to the
     Reference Price, then _______ 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 Stock Purchase Unit to purchase at the Purchase Price for cash,
and the Company to sell, a number of newly issued shares of Common Stock equal
to the Early Settlement Rate or the Settlement Rate, as applicable.

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

                                      B-5
<PAGE>

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

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

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

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

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

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

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

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Treasury Stock Purchase Unit 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 the principal amount at maturity of the Pledged
Treasury Securities underlying such Holder's Treasury Stock Purchase Units.  A
Holder of Treasury Stock Purchase Units who does not effect, 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 Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Treasury Stock Purchase Unit

                                      B-6
<PAGE>

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

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

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

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

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury Stock

                                      B-7
<PAGE>

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

          The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or 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 Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Treasury Stock Purchase Unit
Register.  Upon the occurrence of a Termination Event, the Collateral Agent
shall release the Treasury Securities from the Pledge in accordance with the
provisions of the Pledge Agreement.  A Treasury Stock Purchase Unit shall
thereafter represent the right to receive the interest in the Treasury Security
forming a part  of such Treasury Stock Purchase Unit, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

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

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

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

Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Treasury Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Stock Purchase Unit as to
which Early Settlement is effected equal to ________ 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.

                                      B-8
<PAGE>

          Upon registration of transfer of this Treasury Stock Purchase Unit
Certificate, the transferee shall be bound (without the necessity of any other
action on the part of such transferee, except as may be required by the Purchase
Contract Agent 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 Stock Purchase Unit Certificate.  The
Company covenants and agrees, and the Holder, by its acceptance hereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

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

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

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

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

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

                                      B-9
<PAGE>

directors of the Company and for all other matters, and all other rights
whatsoever as a shareholder of the Company.

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

                                     B-10
<PAGE>

                                 ABBREVIATIONS

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

TEN COM -                as tenants in common

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

                         (cust)                      (minor)

                         Under Uniform Gifts to Minors Act of _______

                         _____________________________________

TEN ENT -                as tenants by the entireties

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

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

                                     _________________________

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

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

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

the within Treasury Stock Purchase Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing _________________________________
____________________________
attorney to transfer said Treasury Stock Purchase Unit Certificates on the books
of Dominion Resources, Inc. with full power of substitution in the premises.

Dated: ______________         ______________________________________________
                              Signature

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

                                     B-11
<PAGE>

Signature Guarantee: ___________________________________
<PAGE>

                            SETTLEMENT INSTRUCTIONS

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

<TABLE>
<S>                                               <C>
Dated: ___________________                        _____________________________________
                                                  Signature
                                                  Signature Guarantee: _________________
                                                  (if assigned to another person)

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

                                                  Please print name and address of Registered
                                                  Holder:

_____________________________________             _____________________________________
                Name                                              Name
_____________________________________             _____________________________________
               Address                                           Address
_____________________________________             _____________________________________
_____________________________________             _____________________________________
_____________________________________             _____________________________________

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

                                     B-13
<PAGE>

                           ELECTION TO SETTLE EARLY

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

Dated: ___________________________           ________________________________
                                                        Signature


Signature Guarantee: _____________________________________

                                     B-14
<PAGE>

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

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

_____________________________________             _____________________________________
                Name                                              Name

_____________________________________             _____________________________________
               Address                                           Address
_____________________________________             _____________________________________
_____________________________________             _____________________________________
_____________________________________             _____________________________________

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


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                     B-15

<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     B-16
<PAGE>

                                                                       EXHIBIT C

                    INSTRUCTION TO PURCHASE CONTRACT AGENT

______________________________, as Purchase Contract Agent
[Address]
Attention: __________________________

          Re:  _______ [Corporate Stock Purchase Units] [Treasury Stock Purchase
               Units] of Dominion Resources, Inc. (the "Company")

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


Date: _______________________                __________________________________
                                                         Signature

                                             Signature Guarantee:______________

Please print name and address of Registered Holder:

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

____________________________________

____________________________________

____________________________________


<PAGE>

                                                                       EXHIBIT D

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

[HOLDER]

_______________________
_______________________
Attention:
Telecopy: __________

          Re:  _______ [Corporate Stock Purchase Units] [Treasury Stock Purchase
               Units] of Dominion Resources, Inc. (the "Company")

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

          We hereby notify you that a Termination Event has occurred and that
[the Senior Notes][the Treasury Securities] underlying your ownership interest
in _____ [Corporate Stock Purchase Units][Treasury Stock Purchase Units] have
been released and are being held by us for your account pending receipt of
transfer instructions with respect to such [Senior Notes][Treasury Securities]
(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
Stock Purchase Units][Treasury Stock Purchase Units] effected through book-entry
transfer or by delivery to us of your [Corporate Stock Purchase Unit
Certificate][Treasury Stock Purchase Unit Certificate], we shall transfer the
Released Securities by book-entry transfer, or other appropriate procedures, in
accordance with your instructions.  In the event you fail to effect such
transfer or delivery, the Released Securities and any interest thereon, shall be
held in our name or in the name of our nominee in trust for your benefit, until
the earlier of such time as (A) such [Corporate Stock Purchase Units][Treasury
Stock Purchase Units] are transferred or your [Corporate Stock Purchase Unit
Certificate][Treasury Stock Purchase Unit Certificate] is surrendered or
satisfactory evidence is provided that your [Corporate Stock Purchase Unit
Certificate][Treasury Stock Purchase Unit Certificate] has been destroyed, lost
or stolen, together with any indemnification that we or the Company may require
and (B) the expiration of the time period specified in the abandoned property
laws of the relevant State.

Date: ______________               By:  ______________________________,
                                   as Purchase Contract Agent

                                        ____________________________________
                                        Name:
<PAGE>

                                        Title:
<PAGE>

                                                                       EXHIBIT E

                           NOTICE TO SETTLE BY CASH


______________________________, as Purchase Contract Agent
[Address]
Attention: ____________________________

          Re:  _______ [Corporate Stock Purchase Units] [Treasury Stock Purchase
               Units] of Dominion Resources, Inc. (the "Company")

          The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.4 of the Purchase Contract Agreement, dated as of __________,
20___ (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, 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
Holder's election to make such cash settlement with respect to the Purchase
Contracts related to such Holder's [Corporate Stock Purchase Units] [Treasury
Stock Purchase Units] and to release the related [Senior Notes] [Treasury
Securities] to such Holder upon such Cash Settlement.

Date: _______________________                ___________________________________
                                                           Signature

                                             Signature Guarantee:_______________
<PAGE>

Please print name and address of Registered Holder:

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

____________________________________

____________________________________

____________________________________

                                      E-2
<PAGE>

                                                                       EXHIBIT F

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


______________________________
[Address]
Attention: __________________
Telecopy:  __________________

The Chase Manhattan Bank, as Indenture Trustee
[Address]
Attention: __________________
Telecopy: : _________________


          Re:  Corporate Stock Purchase Units of Dominion Resources, Inc. (the
               "Company")

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

          In accordance with Section 5.4 of the Purchase Contract Agreement and,
based on instructions received from Holders of Corporate Stock Purchase Units
prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date and notice from the Securities
Intermediary regarding Cash Settlements received prior to 11:00 a.m. (new York
City time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, we hereby notify you that $_____ in aggregate principal amount
of Senior Notes is to be tendered for purchase in the Remarketing.

Date: ______________            By:  ______________________________, as Purchase
                                Contract      Agent

                                     __________________________________
                                     Name:
                                     Title:
<PAGE>

                                                                       EXHIBIT G


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

The Chase Manhattan Bank, as Indenture Trustee
[Address]
Attention: ____________________
Telecopy: _____________________

               Re:  $______ in aggregate principal amount of ____ Series __
                    ____% Senior Notes due _________, 200___ of Dominion
                    Resources, Inc., a Virginia corporation (the "Company")


          The undersigned Holder hereby irrevocably notifies you in accordance
with [Section 5.4(d)(iv)] [Section 5.9(f)] of the Purchase Contract Agreement,
dated as of __________, 20____ (the "Purchase Contract Agreement"; unless
otherwise defined herein, terms defined in the Purchase Contract Agreement are
used herein as defined therein), between the Company and ___________________, as
Purchase Contract Agent, that it is a Holder of [____ Treasury Stock Purchase
Units that continues to hold the Senior Notes that were originally part of the
____ Corporate Stock Purchase Units before they were converted into Treasury
Stock Purchase Units] [____ Corporate Stock Purchase Units that effected Early
Settlement but continues to hold the Senior Notes originally part of the ____
Corporate Stock Purchase Units] [____ Treasury Stock Purchase Units that
effected Early Settlement but continues to hold the Senior Notes originally part
of the ____ Corporate Stock Purchase Units that were converted into the ____
Treasury Stock Purchase Units] and it is electing to tender for purchase in the
Remarketing $_____ in aggregate principal amount of Senior Notes.


Date: ____________________              ____________________________________
                                                     Signature

                                        Signature
                                        Guarantee:__________________________
<PAGE>

Please print name and address of Registered Holder:
_______________________________         ____________________________________
Name                                    Social Security or other Taxpayer
                                        Identification Number, if any
Address

_______________________________

_______________________________

_______________________________

                                      G-2