<PAGE>

                                                                     EXHIBIT 4.8


                          PRUDENTIAL FINANCIAL, INC.

                                      AND

                             JPMORGAN CHASE BANK,

                          AS PURCHASE CONTRACT AGENT


                          PURCHASE CONTRACT AGREEMENT

                             Dated as of ___, 2001
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                               TABLE OF CONTENTS

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                                                ARTICLE I

                                     DEFINITIONS AND OTHER PROVISIONS
                                                    OF
                                           GENERAL APPLICATION
       <S>                                                                                     <C>
       SECTION 1.1     Definitions............................................................    1
       SECTION 1.2     Compliance Certificates and Opinions...................................   13
       SECTION 1.3     Form of Documents Delivered to Agent...................................   14
       SECTION 1.4     Acts of Holders; Record Dates..........................................   15
       SECTION 1.5     Notices................................................................   16
       SECTION 1.6     Notice to Holders; Waiver..............................................   17
       SECTION 1.7     Effect of Headings and Table of Contents...............................   18
       SECTION 1.8     Successors and Assigns.................................................   18
       SECTION 1.9     Separability Clause....................................................   18
       SECTION 1.10    Benefits of Agreement..................................................   18
       SECTION 1.11    Governing Law..........................................................   18
       SECTION 1.12    Legal Holidays.........................................................   18
       SECTION 1.13    Counterparts...........................................................   19
       SECTION 1.14    Inspection of Agreement................................................   19

                                                ARTICLE II

                                            CERTIFICATE FORMS

       SECTION 2.1     Forms of Certificates Generally........................................   19
       SECTION 2.2     Form of Agent's Certificate of Authentication..........................   20

                                               ARTICLE III

                                                THE UNITS

       SECTION 3.1     Title and Terms; Denominations.........................................   21
       SECTION 3.2     Rights and Obligations Evidenced by the Certificates...................   21
       SECTION 3.3     Execution, Authentication, Delivery and Dating.........................   22
       SECTION 3.4     Temporary Certificates.................................................   23
       SECTION 3.5     Registration; Registration of Transfer and Exchange....................   23
       SECTION 3.6     Book-Entry Interests...................................................   25
       SECTION 3.7     Notices to Holders.....................................................   26
       SECTION 3.8     Appointment of Successor Clearing Agency...............................   26
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       SECTION 3.9     Definitive Certificates................................................   26
       SECTION 3.10    Mutilated, Destroyed, Lost and Stolen Certificates.....................   27
       SECTION 3.11    Persons Deemed Owners..................................................   28
       SECTION 3.12    Cancellation...........................................................   28
       SECTION 3.13    Establishment of Stripped Units........................................   29
       SECTION 3.14    Reestablishment of Normal Units........................................   31
       SECTION 3.15    Transfer of Collateral upon Occurrence of Termination Event............   32
       SECTION 3.16    No Consent to Assumption...............................................   33

                                                ARTICLE IV

                                          THE CAPITAL SECURITIES

       SECTION 4.1     Payment of Distributions; Rights to Distributions Preserved; Notice....   33
       SECTION 4.2     Notice and Voting......................................................   34
       SECTION 4.3     Distribution of Debentures.............................................   35

                                                ARTICLE V

                                 THE PURCHASE CONTRACTS; THE REMARKETING

       SECTION 5.1     Purchase of Shares of Common Stock.....................................   35
       SECTION 5.2     Contract Fee Payments..................................................   37
       SECTION 5.3     Deferral of Contract Fee Payments......................................   38
       SECTION 5.4     Payment of Purchase Price: Remarketing.................................   40
       SECTION 5.5     Issuance of Shares of Common Stock.....................................   45
       SECTION 5.6     Adjustment of Settlement Rate..........................................   45
       SECTION 5.7     Notice of Adjustments and Certain Other Events.........................   52
       SECTION 5.8     Termination Event; Notice..............................................   53
       SECTION 5.9     Early Settlement.......................................................   53
       SECTION 5.10    Early Settlement Upon Merger...........................................   55
       SECTION 5.11    Charges and Taxes......................................................   57
       SECTION 5.12    No Fractional Shares...................................................   57

                                                ARTICLE VI

                                                 REMEDIES

       SECTION 6.1     Unconditional Right of Holders to Purchase Common Stock................   57
       SECTION 6.2     Restoration of Rights and Remedies.....................................   58
       SECTION 6.3     Rights and Remedies Cumulative.........................................   58
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       SECTION 6.4     Delay or Omission Not Waiver...........................................   58
       SECTION 6.5     Undertaking for Costs..................................................   58
       SECTION 6.6     Waiver of Stay or Extension Laws.......................................   59

                                               ARTICLE VII

                                                THE AGENT

       SECTION 7.1     Certain Duties and Responsibilities....................................   59
       SECTION 7.2     Notice of Default......................................................   60
       SECTION 7.3     Certain Rights of Agent................................................   60
       SECTION 7.4     Not Responsible for Recitals or Issuance of Units......................   61
       SECTION 7.5     May Hold Units.........................................................   61
       SECTION 7.6     Money Held in Custody..................................................   62
       SECTION 7.7     Compensation and Reimbursement.........................................   62
       SECTION 7.8     Corporate Agent Required; Eligibility..................................   62
       SECTION 7.9     Resignation and Removal; Appointment of Successor......................   63
       SECTION 7.10    Acceptance of Appointment by Successor.................................   64
       SECTION 7.11    Merger, Conversion, Consolidation or Succession to Business............   64
       SECTION 7.12    Preservation of Information; Communications to Holders.................   65
       SECTION 7.13    No Obligations of Agent................................................   65
       SECTION 7.14    Tax Compliance.........................................................   66

                                               ARTICLE VIII

                                         SUPPLEMENTAL AGREEMENTS

       SECTION 8.1     Supplemental Agreements Without Consent of Holders.....................   66
       SECTION 8.2     Supplemental Agreements With Consent of Holders........................   67
       SECTION 8.3     Execution of Supplemental Agreements...................................   68
       SECTION 8.4     Effect of Supplemental Agreements......................................   68
       SECTION 8.5     Reference to Supplemental Agreements...................................   68

                                                ARTICLE IX

                                CONSOLIDATION, MERGER, SALE OR CONVEYANCE

       SECTION 9.1     Covenant Not to Merge, Consolidate, Sell or Convey Property
                       Except Under Certain Conditions........................................   69
       SECTION 9.2     Rights and Duties of Successor Corporation.............................   69
       SECTION 9.3     Opinion of Counsel Given to Agent......................................   70
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                                                ARTICLE X

                                                COVENANTS
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       SECTION 10.1    Performance Under Purchase Contracts..................................   70
       SECTION 10.2    Maintenance of Office or Agency.......................................   70
       SECTION 10.3    Company to Reserve Common Stock.......................................   71
       SECTION 10.4    Covenants as to Common Stock..........................................   71
       SECTION 10.5    Statements of Officer of the Company as to Default....................   71
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EXHIBITS

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

                                      iv
<PAGE>

          PURCHASE CONTRACT AGREEMENT, dated as of ___, 2001, between Prudential
Financial, Inc., a New Jersey corporation (the "Company"), and JPMorgan Chase
Bank, a New York banking corporation, acting as purchase contract agent for the
Holders of Units from time to time (the "Agent").

                                    RECITALS

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

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

                                  WITNESSETH:

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

                                   ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

          SECTION 1.1   DEFINITIONS.

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

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

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

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

          (d)  the following terms have the meanings given to them in the
     Declaration: (i) Capital Securities Guarantee; (ii) Indenture and (iii)
     Liquidation Distribution; and
<PAGE>

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

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

          "Affiliate" has the same meaning as given to that term in Rule 405 of
     the Securities Act or any successor rule thereunder.

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

          "Agent-purchased Treasury Consideration" has the meaning specified in
     Section 5.4(b)(i).

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

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

          "Applicants" has the meaning specified in Section 7.12(b).

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

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

          "Board of Directors" means either the Board of Directors of the
     Company or any committee of such Board duly authorized to act generally or
     in any particular respect for such Board hereunder or any officer of the
     Company to whom such authority has been duly delegated by such Board or
     such committee, it being understood that any action taken by such officer
     pursuant to the authority so delegated shall, for all purposes hereunder,
     be deemed to have the same validity and effect as if it had been taken by
     such Board or such committee, as the case may be.

          "Board Resolution" means (i) a copy of a resolution certified by the
     Secretary or the Assistant Secretary of the Company to have been duly
     adopted by

                                       2
<PAGE>

     the Board of Directors and to be in full force and effect on the date of
     such certification, (ii) a copy of a unanimous written consent of the Board
     of Directors or (iii) a certificate signed by the authorized officer or
     officers to whom the Board of Directors has delegated its authority, and in
     each case, delivered to the Agent.

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

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

          "Capital Securities" means the ___ % Capital Securities of the Trust,
     each having a stated liquidation amount of $50, representing, together with
     the Common Securities, undivided beneficial interests in the assets of the
     Trust.

          "Capital Stock" means any and all shares, interests, rights to
     purchase, warrants, options, participations or other equivalents of or
     interests in (however designated, whether voting or non-voting) corporate
     stock of the Company, but does not include the Class B Stock of the Company
     unless expressly otherwise stated.

          "Cash Merger" has the meaning set forth in Section 5.10.

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

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

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

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

          "Closing Price" has the meaning specified in Section 5.1(c).

                                       3
<PAGE>

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

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

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

          "Common Securities" has the meaning specified in Section 7.1 of the
     Declaration.

          "Common Stock" means the Common Stock, par value $0.01 per share, of
     the Company but does not include the Class B Stock of the Company unless
     expressly otherwise stated.

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

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

          "Contract Fee Payments" means, in the case of Normal Units and
     Stripped Units, the amount payable by the Company in respect of each
     Purchase Contract constituting a part of such Unit, equal to __% per year
     of the Stated Amount, in each case computed on the basis of a 360 day year
     of twelve 30 day months, plus any Deferred Contract Fee Payments accrued
     pursuant to Section 5.3.

          "Corporate Trust Office" means the office of the Agent at which, at
     any particular time, its corporate trust business shall be principally
     administered, which office at the date hereof is located at 450 West 33rd
     Street, 15th Floor, New York, New York 10001, Attention:  Institutional
     Trust Services.

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

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

          "Custodial Agent" means JPMorgan Chase Bank, as Custodial Agent under
     the Pledge Agreement until a successor Custodial Agent shall have become
     such pursuant to the applicable provisions of the Pledge Agreement, and
     thereafter "Custodial Agent" shall mean the Person who is then the
     Custodial Agent thereunder.

                                       4
<PAGE>

          "Debentures" means the series of senior debt securities of the Company
     designated the ___ % Debentures due 2006, to be issued under the First
     Supplemental Indenture, dated as of the date hereof, between the Company
     and JPMorgan Chase Bank, as trustee.

          "Declaration" means the Amended and Restated Declaration of Trust,
     dated ___, 2001, of Prudential Financial Capital Trust I, among the
     Company, as the sponsor, the trustees named therein and the holders from
     time to time of undivided beneficial interests in the assets of the Trust.

          "Deferred Contract Fee Payments" has the meaning specified in Section
     5.3.

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

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

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

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

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

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

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

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

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

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

          "First Supplemental Indenture" means the First Supplemental Indenture,
     dated as of ___, 2001, between the Company and JPMorgan Chase Bank, as
     trustee.

          "Global Capital Security Certificate" means a certificate evidencing
     the rights and obligations of a Holder in respect of the number of Capital
     Securities specified on such certificate and which is registered in the
     name of a Clearing Agency or a nominee thereof.

                                       5
<PAGE>

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

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

          "Indenture" means the Indenture, dated as of ___, 2001, between the
     Company and JPMorgan Chase Bank, as trustee.

          "Indenture Trustee" means JPMorgan Chase Bank, a New York banking
     corporation, as trustee under the Indenture and the First Supplemental
     Indenture, or any successor thereto.

          "Initial Remarketing Date" means ___, 2004.

          "Initial Remarketing Period" means the five Business-Day period ending
     on the third Business Day prior to the Initial Remarketing Date.

          "Issuer Order" or "Issuer Request" means a written order or request
     signed in the name of the Company by the Chief Executive Officer, the Chief
     Financial Officer, the President, any Vice-President, the Treasurer, any
     Assistant Treasurer, the Secretary or any Assistant Secretary (or other
     officer performing similar functions) of the Company and delivered to the
     Agent.

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

          "Merger Early Settlement" has the meaning specified in Section 5.10.

          "Merger Early Settlement Amount" has the meaning specified in Section
     5.10.

          "Merger Early Settlement Date" has the meaning specified in Section
     5.10.

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

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

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

                                       6
<PAGE>

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

          "NYSE" has the meaning specified in Section 5.1(c).

          "Officer's Certificate" means a certificate signed by the Chief
     Executive Officer, the Chief Financial Officer, the President, any Vice-
     President, the Treasurer, any Assistant Treasurer, the Secretary or any
     Assistant Secretary (or other officer performing similar functions) of the
     Company and delivered to the Agent, containing the information specified in
     Section 1.2, if applicable.

          "Opinion of Counsel" means a written opinion of legal counsel, who may
     be an employee of the Company, or any other legal counsel who shall be
     reasonably acceptable to the Agent and provided that the General Counsel or
     any Vice President and Corporate Counsel of the Company shall be deemed to
     be reasonably acceptable to the Agent, containing the information specified
     in Section 1.2, if applicable.

          "Opt-out Treasury Consideration" has meaning specified in Section
     5.4(b)(v).

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

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

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

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

                                       7
<PAGE>

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

          "Payment Date" means each ___, ___, ___ and ___, commencing ___, 2002.

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

          "Pledge" means the pledge under the Pledge Agreement of the Capital
     Securities, the Treasury Securities or the appropriate Treasury
     Consideration, in each case constituting a part of the Units, property,
     cash, securities, financial assets and security entitlements of the
     Collateral Agent, the Debentures delivered to the Collateral Agent upon
     liquidation of the Trust, and any proceeds of any of the foregoing.

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

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

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

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

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

                                       8
<PAGE>

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

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

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

          "Purchase Contract," when used with respect to any Unit, means the
     contract forming a part of such Unit and obligating the Company to sell and
     the Holder of such Unit to purchase Common Stock on the terms and subject
     to the conditions set forth in Article Five.

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

          "Purchase Price" has the meaning specified in Section 5.1(a).

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

          "Quarterly Payment Date" means each ___, ___, ___, and ___ commencing
     ___, 2002.

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

                                       9
<PAGE>

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

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

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

          "Remarketing Agreement" means the Remarketing Agreement to be entered
     into by and among the Company, the Trust, the Remarketing Agent and the
     Agent.

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

          "Remarketing Value" means the sum of

               (i)    the value at the Initial Remarketing Date or any
          Subsequent Remarketing Date, as the case may be, of U.S. Treasury
          securities that will pay, on or prior to the Quarterly Payment Date
          falling on the Stock Purchase Date, an amount of cash equal to the
          aggregate distributions that are scheduled to be payable on that
          Quarterly Payment Date, on (1) the Capital Securities which are
          included in Normal Units and (2) the Separate Capital Securities, in
          each case, which are participating in the remarketing, assuming for
          that purpose that (x) no distribution payment on the Capital
          Securities will then have been deferred and (y) the distribution rate
          on the Capital Securities is equal to the Coupon Rate,

               (ii)   the value at the Initial Remarketing Date or any
          Subsequent Remarketing Date, as the case may be, of U.S. Treasury
          securities that will pay, on or prior to the Stock Purchase Date, an
          amount of cash equal to the Stated Amount of (1) such Capital
          Securities that are included in Normal Units and (2) the Separate
          Capital Securities, in each case, which are participating in the
          remarketing, and

               (iii)  if distribution payments on the Capital Securities are
          then being deferred, the amount equal to the aggregate unpaid
          distribution payments on (1) the Capital Securities that are included
          in Normal Units and (2) the Separate Capital Securities, in each case,
          which are participating in the remarketing accrued to the Initial
          Remarketing Date or any Subsequent Remarketing Date, as the case may
          be;

     provided that for purposes of clauses (i) and (ii) above, the Remarketing
     Value shall be calculated on the assumptions that (x) the U.S. Treasury
     securities are highly liquid and mature on or within 35 days prior to the
     Stock Purchase Date, as determined in good faith by the Remarketing Agent
     in a manner intended to minimize the Remarketing Value, and (y) the U.S.
     Treasury securities are valued

                                       10
<PAGE>

     based on the ask-side price of the U.S. Treasury securities at a time
     between 9:00 a.m. and 11:00 a.m., New York City time, selected by the
     Remarketing Agent, during the Initial Remarketing Period or Subsequent
     Remarketing Period, as the case may be, as determined by a reasonable and
     customary means selected in good faith by the Remarketing Agent, plus
     accrued interest to that date.

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

          "Responsible Officer" means, when used with respect to the Agent, any
     officer within the corporate trust department of the Agent (or any
     successor of the Agent), including any Vice President, any assistant Vice
     President, any assistant secretary, the treasurer, any assistant treasurer,
     any trust officer, any senior trust officer or any other officer of the
     Agent who customarily performs functions similar to those performed by the
     Persons who at the time shall be such officers, respectively, or to whom
     any corporate trust matter is referred because of such person's knowledge
     of and familiarity with the particular subject and who, in each of the
     above cases, shall have direct responsibility for the administration of
     this Agreement.

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

          "Securities Intermediary" means JPMorgan Chase Bank, in its capacity
     as Securities Intermediary under the Pledge Agreement, together with its
     successors in such capacity.

          "Separate Capital Securities" has the meaning set forth in the Pledge
     Agreement.

          "Settlement Date" means any Early Settlement Date or Merger Early
     Settlement Date or the Stock Purchase Date.

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

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

          "Stock Purchase Date" means ___, 2004.

          "Stripped Unit" means the collective rights and obligations of a
     holder of a Stripped Units Certificate in respect of a 1/20 undivided
     beneficial interest in a Treasury Security, subject in each case to the
     Pledge thereof, and the related Purchase Contract.

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

                                       11
<PAGE>

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

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

          "Subsequent Remarketing Date" means, provided there has been one or
     more Failed Remarketings, the date on which the Remarketing Agent has
     consummated a successful remarketing in accordance with Section 5.4 hereof,
     such date in no event hereby later than one Business Day immediately
     preceding the Stock Purchase Date.  The Subsequent Remarketing Dates are
     ________, ________, ________, ________, ________ and ________, 2004.

          "Subsequent Remarketing Period" means the five Business-Day period
     ending three Business Days prior to any Subsequent Remarketing Date.

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

          "Termination Event" means the occurrence of any of the following
     events at any time on or prior to the Stock Purchase Date:

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

               (ii)   a judgment, decree or court order for the appointment of a
          receiver or liquidator or trustee or assignee in bankruptcy or
          insolvency of the Company or of its property, or for the winding up or
          liquidation of its affairs, shall have been entered, and, unless such
          judgment, decree or order shall have been entered within 60 days prior
          to the Stock Purchase Date, such judgment, decree or order shall have
          continued undischarged and unstayed for a period of 60 days; or

               (iii)  the Company shall file a petition for relief under the
          Bankruptcy Code or any other similar federal or state law, or shall
          consent to the filing of a bankruptcy proceeding against it, or shall
          file a petition or answer or consent seeking reorganization or
          liquidation under the Bankruptcy Code or any other similar federal or
          state law, or shall consent to the filing of any such petition, or
          shall consent to the appointment of a receiver or liquidator or
          trustee or assignee in bankruptcy or insolvency of it or of its
          property, or shall make an assignment for the benefit of

                                       12
<PAGE>

          creditors, or shall admit in writing its inability to pay its debts
          generally as they become due.

          "Threshold Appreciation Price" has the meaning specified in Section
     5.1(a)(i).

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

          "Trading Day" has the meaning specified in Section 5.1(c).

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

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

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

          "Underwriting Agreement" means the Underwriting Agreement dated ___,
     2001 among the Company, The Prudential Insurance Company of America, the
     Trust and the underwriters named therein.

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

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

          SECTION 1.2  COMPLIANCE CERTIFICATES AND OPINIONS.

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

          (b)  Every certificate or opinion with respect to compliance with a
     condition or covenant provided for in this Agreement (other than the
     Officer's Certificate provided in Section 10.5) shall include:

                                       13
<PAGE>

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

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

               (iii)  a statement that, in the opinion of 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

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

          SECTION 1.3  FORM OF DOCUMENTS DELIVERED TO AGENT.

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

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

          (c)  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.

                                       14
<PAGE>

          SECTION 1.4  ACTS OF HOLDERS; RECORD DATES.

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

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

          (c)  The ownership of Units shall be proved by the Normal Units
     Register or the Stripped Units Register, as the case may be.

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

          (e)  The Company may set any day as a record date for the purpose of
     determining the Holders of Outstanding Securities entitled to give, make or
     take any request, demand, authorization, direction, notice, consent, waiver
     or other action provided or permitted by this Agreement to be given, made
     or taken by Holders of Units. If any record date is set pursuant to this
     paragraph, the Holders of the Outstanding Normal Units and the Outstanding
     Stripped Units, as the case may be, on such record date, and no other
     Holders, shall be entitled to take the relevant action with respect to the
     Normal Units or the Stripped Units, as the case may be, whether or not such
     Holders remain Holders after such record date; provided that no such action
     shall be effective hereunder unless taken on or prior to the applicable
     Expiration Date by Holders of the requisite number of Outstanding
     Securities on such record date. Nothing in this paragraph shall be
     construed to prevent the Company from setting a new record date for any
     action for which a record date has previously been set pursuant to this
     paragraph

                                       15
<PAGE>

     (whereupon the record date previously set shall automatically and with no
     action by any Person be cancelled and of no effect), and nothing in this
     paragraph shall be construed to render ineffective any action taken by
     Holders of the requisite number of Outstanding Securities on the date such
     action is taken. Promptly after any record date is set pursuant to this
     paragraph, the Company, at its own expense, shall cause notice of such
     record date, the proposed action by Holders and the applicable Expiration
     Date to be given to the Agent in writing and to each Holder of Units in the
     manner set forth in Section 1.6.

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

          SECTION 1.5  NOTICES.

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

          (a)  the Agent by any Holder or by the Company shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered,
     mailed, first-class postage prepaid, telecopied or delivered by overnight
     air courier guaranteeing next day delivery, to the Agent at 450 West 33rd
     Street, 15th Floor, New York, New York  10001, Attention:  Institutional
     Trust Services, telecopy:  (212) 946-8158, or at any other address
     furnished in writing by the Agent to the Holders and the Company; or

          (b)  the Company by the Agent or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered,
     mailed, first-class postage prepaid, telecopied or delivered by overnight
     air courier guaranteeing next day delivery, to the Company at Prudential
     Financial, Inc., 751 Broad Street, Newark, New Jersey 07102, telecopy:
     (973) 802-8090, Attention:  Treasurer, or at any other address furnished in
     writing to the Agent by the Company; or

                                       16
<PAGE>

          (c)  the Collateral Agent by the Agent, the Company or any Holder
     shall be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if made, given, furnished or filed in writing and
     personally delivered, mailed, first-class postage prepaid, telecopied or
     delivered by overnight air courier guaranteeing next day delivery,
     addressed to the Collateral Agent at 450 West 33rd Street, 15th Floor, New
     York, New York 10001, Attention: Institutional Trust Services, telecopy:
     (212) 946-8158, or at any other address furnished in writing by the
     Collateral Agent to the Agent, the Company and the Holders; or

          (d)  the Property Trustee by the Company shall be sufficient for every
     purpose hereunder (unless otherwise herein expressly provided) if made,
     given, furnished or filed in writing and personally delivered, mailed,
     first-class postage prepaid, telecopied or delivered by overnight air
     courier guaranteeing next day delivery, addressed to the Property Trustee
     at 450 West 33rd Street, 15th Floor, New York, New York  10001, Attention:
     Institutional Trust Services, telecopy:  (212) 946-8158, or at any other
     address furnished in writing by the Property Trustee to the Company; or

          (e)  the Indenture Trustee by the Company shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered or
     mailed, first-class postage prepaid, telecopied or delivered by overnight
     air courier guaranteeing next day delivery, addressed to the Indenture
     Trustee at 450 West 33rd Street, 15th Floor, New York, New York 10001,
     Attention: Institutional Trust Services, telecopy: (212) 946-8158, or at
     any other address furnished in writing by the Indenture Trustee to the
     Company.

          SECTION 1.6  NOTICE TO HOLDERS; WAIVER.

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

                                       17
<PAGE>

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

          SECTION 1.7  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

          SECTION 1.8  SUCCESSORS AND ASSIGNS.

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

          SECTION 1.9  SEPARABILITY CLAUSE.

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

          SECTION 1.10 BENEFITS OF AGREEMENT.

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

          SECTION 1.11 GOVERNING LAW.

          This Agreement and the Units shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
principles of conflicts of laws.

          SECTION 1.12 LEGAL HOLIDAYS.

          (a) In any case where any Payment Date shall not be a Business Day,
     then (notwithstanding any other provision of this Agreement or the Normal
     Units Certificates) payments on the Capital Securities shall not be made on
     such date, but such payments shall be made on the next succeeding Business
     Day with the same force and effect as if made on such Payment Date,
     provided that no interest or distributions shall accrue or be payable by
     the Company for the period from and after any such Payment Date, except
     that, if such next succeeding Business

                                       18
<PAGE>

     Day is in the next succeeding calendar month or calendar year, as
     applicable, such payment shall be made on the immediately preceding
     Business Day with the same force and effect as if made on such Payment
     Date.

          (b) If any date on which Contract Fee Payments are to be made on the
     Purchase Contracts is not a Business Day, then payment of the Contract Fee
     Payments payable on that date will be made on the next succeeding day which
     is a Business Day, and no interest or payment will be paid in respect of
     the delay.  However, if that Business day is in the next succeeding
     calendar month or calendar year, as applicable, the payment will be made on
     the immediately preceding Business Day, in each case with the same force
     and effect as if made on that Payment Date.

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

          SECTION 1.13 COUNTERPARTS.

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

          SECTION 1.14 INSPECTION OF AGREEMENT.

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

                                  ARTICLE II

                               CERTIFICATE FORMS

          SECTION 2.1 FORMS OF CERTIFICATES GENERALLY.

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

                                       19
<PAGE>


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

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

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

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

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

          SECTION 2.2 FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION.

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

                                       20
<PAGE>

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

                                  ARTICLE III

                                   THE UNITS

          SECTION 3.1 TITLE AND TERMS; DENOMINATIONS.

          (a) The aggregate number of Normal Units and Stripped Units, if any,
     evidenced by Certificates authenticated, executed on behalf of the Holders
     and delivered hereunder is limited to 10,000,000 (11,500,000 if the
     Underwriters' over-allotment option pursuant to the Underwriting Agreement
     is exercised in full), except for Certificates authenticated, executed and
     delivered upon registration of, transfer of, in exchange for, or in lieu
     of, other Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9,
     5.10 or 8.5.

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

          SECTION 3.2 RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

          (a) Each Normal Units Certificate shall evidence the number of Normal
     Units specified therein, with each such Normal Unit representing the
     ownership by the Holder thereof of a beneficial interest in a Capital
     Security or the appropriate Treasury Consideration, as the case may be,
     subject to the Pledge of such Capital Security or such Treasury
     Consideration, as the case may be, by such Holder pursuant to the Pledge
     Agreement, and the rights and obligations of the Holder thereof and the
     Company under one Purchase Contract. The Agent as attorney-in-fact for, and
     on behalf of, the Holder of each Normal Unit shall pledge, pursuant to the
     Pledge Agreement, the Capital Security or the appropriate Treasury
     Consideration, as the case may be, forming a part of such Normal Unit, to
     the Collateral Agent and grant to the Collateral Agent a security interest
     in the right, title, and interest of such Holder in such Capital Security
     or such Treasury Consideration, as the case may be, for the benefit of the
     Company, to secure the obligation of the Holder under each Purchase
     Contract to purchase the Common Stock of the Company. Prior to the purchase
     of shares of Common Stock under each Purchase Contract, such Purchase
     Contracts shall not entitle the Holders of Normal Units Certificates to any
     of the rights of a holder of shares of Common Stock, including, without
     limitation, the right to vote or receive any dividends or other payments or
     to consent or to receive notice as stockholders in respect of the meetings
     of stockholders or for the election of directors of the Company or for any
     other matter, or any other rights whatsoever as stockholders of the
     Company.

                                       21
<PAGE>

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

          SECTION 3.3  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

          (b) The Certificates shall be executed on behalf of the Company by the
     Chief Executive Officer, the Chief Financial Officer, the President, any
     Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or
     any Assistant Secretary (or other officer performing similar functions) of
     the Company and delivered to the Agent. The signature of any of these
     officers on the Certificates may be manual or facsimile.

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

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

          (e) Each Certificate shall be dated the date of its authentication.

                                       22
<PAGE>

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

          SECTION 3.4  TEMPORARY CERTIFICATES.

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

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

          SECTION 3.5 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

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

                                       23
<PAGE>

     Register") in which, subject to such reasonable regulations as it may
     prescribe, the Agent shall provide for the registration of the Stripped
     Units Certificates and transfers of Stripped Units Certificates (the Agent,
     in such capacity, the "Stripped Units Registrar").

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

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

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

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

          (f) No service charge shall be made for any registration of transfer
     or exchange of a Certificate, but the Company and the Agent may require
     payment from the Holder of a sum sufficient to cover any tax or other
     governmental charge that may be imposed in connection with any registration
     of transfer or exchange of Certificates, other than any exchanges pursuant
     to Sections 3.4, 3.6, 3.9 and 8.5 not involving any transfer.

          (g) Notwithstanding the foregoing, the Company shall not be obligated
     to execute and deliver to the Agent, and the Agent shall not be obligated
     to authenticate, execute on behalf of the Holder and deliver any
     Certificate presented or surrendered for registration of transfer or for
     exchange on or after the Business Day immediately preceding the earlier of
     the Stock Purchase Date or the

                                       24
<PAGE>

     Termination Date. In lieu of delivery of a new Certificate, upon
     satisfaction of the applicable conditions specified above in this Section
     and receipt of appropriate registration or transfer instructions from such
     Holder, the Agent shall,

               (i)   if the Stock Purchase Date has occurred, deliver the shares
          of Common Stock issuable in respect of the Purchase Contracts forming
          a part of the Units evidenced by such Certificate,

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

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

          SECTION 3.6  BOOK-ENTRY INTERESTS.

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

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

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

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

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

                                       25
<PAGE>

     Clearing Agency Participants. The Clearing Agency will make book-entry
     transfers among Clearing Agency Participants.

          SECTION 3.7  NOTICES TO HOLDERS.

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

          SECTION 3.8  APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

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

          SECTION 3.9  DEFINITIVE CERTIFICATES.

          If

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

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

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

then upon surrender of the Global Certificates representing the Book-Entry
Interests with respect to the Units by the Clearing Agency, accompanied by
registration instructions, the Company shall cause definitive Certificates to be
delivered to Beneficial Owners in accordance with the instructions of the
Clearing Agency. The Company and the 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.

                                       26
<PAGE>

          SECTION 3.10  MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.

          (a) If any mutilated Certificate is surrendered to the Agent, the
     Company shall execute and deliver to the Agent, and the Agent shall
     authenticate, execute on behalf of the Holder, and deliver in exchange
     therefor, a new Certificate at the cost of the Holder, evidencing the same
     number of Normal Units or Stripped Units, as the case may be, and bearing a
     Certificate number not contemporaneously outstanding.

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

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

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

          (e) Every new Certificate issued pursuant to this Section in lieu of
     any destroyed, lost or stolen Certificate shall constitute an original
     additional

                                       27
<PAGE>

     contractual obligation of the Company and of the Holder in respect of the
     Unit evidenced thereby, whether or not the destroyed, lost or stolen
     Certificate (and the Units evidenced thereby) shall be at any time
     enforceable by anyone, and shall be entitled to all the benefits and be
     subject to all the obligations of this Agreement equally and
     proportionately with any and all other Certificates delivered hereunder.

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

          SECTION 3.11  PERSONS DEEMED OWNERS.

          (a) Prior to due presentment of a Certificate for registration of
     transfer, the Company and the Agent, and any agent of the Company or the
     Agent, may treat the Person in whose name such Certificate is registered as
     the owner of the Units evidenced thereby, for the purpose of receiving
     distributions on the Capital Securities, receiving payment of Contract Fee
     Payments, performance of the Purchase Contracts and for all other purposes
     whatsoever (subject to Sections 4.1(a) and 5.2(a), whether or not any such
     distributions shall be overdue and notwithstanding any notice to the
     contrary, and neither the Company nor the Agent, nor any agent of the
     Company or the Agent, shall be affected by notice to the contrary.

          (b) Notwithstanding the foregoing, with respect to any Global
     Certificate, nothing herein shall prevent the Company, the Agent or any
     agent of the Company or the Agent, from giving effect to any written
     certification, proxy or other authorization furnished by any Clearing
     Agency (or its nominee), as a Holder, with respect to such Global
     Certificate or impair, as between such Clearing Agency and owners of
     beneficial interests in such Global Certificate, the operation of customary
     practices governing the exercise of rights of such Clearing Agency (or its
     nominee) as Holder of such Global Certificate.  None of the Company, the
     Agent nor any agent of the Company or the Agent will have any
     responsibility or liability for any aspect of the records relating to or
     payments made on account of beneficial ownership interests of a Global
     Certificate or maintaining, supervising or reviewing any records relating
     to such beneficial ownership  interests.

          SECTION 3.12  CANCELLATION.

          (a) All Certificates surrendered (i) for delivery of shares of Common
     Stock on or after any Settlement Date; (ii) upon the transfer of Capital
     Securities, the appropriate Treasury Consideration or Treasury Securities,
     as the case may be, after the occurrence of a Termination Event; or (iii)
     upon the registration of a transfer or exchange of a Unit shall, if
     surrendered to any Person other than the Agent, be delivered to the Agent
     and, if not already cancelled, shall be promptly

                                       28
<PAGE>

     cancelled by it. The Company may at any time deliver to the Agent for
     cancellation any Certificates previously authenticated, executed and
     delivered hereunder which the Company may have acquired in any manner
     whatsoever, and all Certificates so delivered shall, upon Issuer Order, be
     promptly cancelled by the Agent. No Certificates shall be authenticated,
     executed on behalf of the Holder and delivered in lieu of or in exchange
     for any Certificates cancelled as provided in this Section, except as
     expressly permitted by this Agreement. All cancelled Certificates held by
     the Agent shall be disposed of by the Agent in accordance with its
     customary procedures unless otherwise directed by Issuer Order.

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

          SECTION 3.13  ESTABLISHMENT OF STRIPPED UNITS.

          (a) A Holder may separate the Pledged Capital Securities or Pledged
     Treasury Consideration, as applicable, from the related Purchase Contracts
     in respect of the Normal Units held by such Holder at any time from and
     after the date of this Agreement and on or prior to the second Business Day
     preceding the Stock Purchase Date by substituting for such Pledged Capital
     Securities or Pledged Treasury Consideration, as the case may be, Treasury
     Securities that will pay an amount equal to the aggregate Stated Amount of
     such Normal Units (a "Collateral Substitution"), by (i) depositing with the
     Collateral Agent Treasury Securities having an aggregate principal amount
     equal to the aggregate Stated Amount of such Normal Units, and (ii)
     transferring the related Normal Units to the Agent accompanied by a notice
     to the Agent, substantially in the form of Exhibit D hereto, stating that
     the Holder has transferred the relevant amount of Treasury Securities to
     the Collateral Agent and requesting that the Agent instruct the Collateral
     Agent to release the Pledged Capital Securities or Pledged Treasury
     Consideration, as the case may be, underlying such Normal Units, whereupon
     the Agent shall promptly give such instruction to the Collateral Agent,
     substantially in the form of Exhibit C hereto. Notwithstanding the
     foregoing, a Holder may not separate the Pledged Capital Securities or
     Pledged Treasury Consideration, as the case may be, from the related
     Purchase Contracts in respect of the Normal Units held by such Holder
     during the periods beginning on the second Business Day prior to the
     Initial Remarketing Period or any Subsequent Remarketing Period, as the
     case may be, and ending, if there is a Failed Remarketing, on the second
     Business Day following the Initial Remarketing Period or any Subsequent
     Remarketing Period, as the case may be. If the remarketing is successful,
     the Holder may not substitute Treasury Securities until the Business Day
     following the Initial Remarketing Date or any Subsequent Remarketing Date,
     as the case may be. Upon receipt of the Treasury Securities described in
     clause (i) above and the instruction described in clause (ii) above, in
     accordance with the terms of

                                       29
<PAGE>

     the Pledge Agreement, the Collateral Agent will release to the Agent, on
     behalf of the Holder, such Pledged Capital Securities or Pledged Treasury
     Consideration, as the case may be, from the Pledge, free and clear of the
     Company's security interest therein, and upon receipt thereof the Agent
     shall promptly:

               (i)   cancel the related Normal Units;

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

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

          (b) Holders who elect to separate the Pledged Capital Securities or
     Pledged Treasury Consideration, as the case may be, from the related
     Purchase Contract and to substitute Treasury Securities for such Pledged
     Capital Securities or Pledged Treasury Consideration, as the case may be,
     shall be responsible for any fees or expenses payable to the Collateral
     Agent for its services as Collateral Agent in respect of the substitution,
     and the Company shall not be responsible for any such fees or expenses.

          (c) Holders may make Collateral Substitutions (i) if Treasury
     Securities are being substituted for Pledged Capital Securities, only in
     integral multiples of 20 Normal Units, or (ii) if the Collateral
     Substitutions occur after a successful remarketing only in integral
     multiples of Normal Units such that the Treasury Securities to be deposited
     and the Treasury Consideration to be released are in integral multiples of
     $1,000.

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

          (e) Except as described in this Section 3.13, for so long as the
     Purchase Contract underlying a Normal Unit remains in effect, such Normal
     Unit

                                       30
<PAGE>

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

          SECTION 3.14  REESTABLISHMENT OF NORMAL UNITS.

          (a) A Holder of Stripped Units may reestablish Normal Units at any
     time from and after the date of this Agreement and on or prior to the
     second Business Day immediately preceding the Stock Purchase Date, by (i)
     depositing with the Collateral Agent the Capital Securities or the
     appropriate Treasury Consideration (and identified by reference to the
     Treasury Consideration then comprising Normal Units), as the case may be,
     then comprising such number of Normal Units as is equal to such Stripped
     Units and (ii) transferring such Stripped Units to the Agent accompanied by
     a notice to the Agent, substantially in the form of Exhibit D hereto,
     stating that the Holder has transferred the relevant amount of Capital
     Securities or the appropriate Treasury Consideration, as the case may be,
     to the Collateral Agent and requesting that the Agent instruct the
     Collateral Agent to release the Pledged Treasury Securities underlying such
     Stripped Unit, whereupon the Agent shall promptly give such instruction to
     the Collateral Agent, substantially in the form of Exhibit C hereto.
     Notwithstanding the foregoing, a Holder may not reestablish Normal Units
     during the periods beginning on the second Business Day prior to the
     Initial Remarketing Period or any Subsequent Remarketing Period, as the
     case may be, and ending, if there is a Failed Remarketing, on the second
     Business Day following the Initial Remarketing Period or any Subsequent
     Remarketing Period, as the case may be. If the remarketing is successful,
     the Holder may not reestablish Normal Units until the Business Day
     following the Initial Remarketing Date or any Subsequent Remarketing Date,
     as the case may be. Upon receipt of the Capital Securities or the
     appropriate Treasury Consideration, as the case may be, described in clause
     (i) above and the instruction described in clause (ii) above, in accordance
     with the terms of the Pledge Agreement, the Collateral Agent will release
     to the Agent, on behalf of the Holder, such Pledged Treasury Securities
     from the Pledge, free and clear of the Company's security interest therein,
     and upon receipt thereof the Agent shall promptly:

               (i)   cancel the related Stripped Units;

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

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

                                       31
<PAGE>

          (b) Holders of Stripped Units may reestablish Normal Units (i) only in
     integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the
     reestablishment occurs after a successful remarketing, only in integral
     multiples of Stripped Units such that the Treasury Consideration to be
     deposited and the Treasury Securities to be released are in integral
     multiples of $1,000.

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

          (d) Holders who elect to reestablish Normal Units in accordance with
     this Section 3.14 shall be responsible for any fees or expenses payable to
     the Collateral Agent for its services as Collateral Agent in respect of
     such re-establishment, and the Company shall not be responsible for any
     such fees or expenses.

          (e) In the event a Holder reestablishing Normal Units pursuant to this
     Section 3.14 fails to effect a book-entry transfer of the Stripped Units or
     fails to deliver a Stripped Units Certificate to the Agent after depositing
     Capital Securities with the Collateral Agent, the Pledged Treasury
     Securities constituting a part of such Stripped Units, and any
     distributions on such Pledged Treasury Securities, shall be held in the
     name of the Agent or its nominee in trust for the benefit of such Holder,
     until such Stripped Units are so transferred or the Stripped Units
     Certificate is so delivered, as the case may be, or, with respect to a
     Stripped Units Certificate, such Holder provides evidence satisfactory to
     the Company and the Agent that such Stripped Units Certificate has been
     destroyed, lost or stolen, together with any indemnity that may be required
     by the Agent and the Company.

          SECTION 3.15    TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION
EVENT.

          Upon the occurrence of a Termination Event and the transfer to the
Agent of the Capital Securities, the appropriate Treasury Consideration or the
Treasury Securities, as the case may be, underlying the Normal Units and the
Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall
request transfer instructions with respect to such Capital Securities or the
appropriate Treasury Consideration or Treasury Securities, as the case may be,
from each Holder by written request mailed to such Holder at its address as it
appears in the Normal Units Register or the Stripped Units Register, as the case
may be. Upon book-entry transfer of the Normal Units or Stripped Units or
delivery of a Normal Units Certificate or Stripped Units Certificate to the
Agent with such transfer instructions, the Agent shall transfer the Capital
Securities, the appropriate Treasury Consideration or Treasury Securities, as
the

                                       32
<PAGE>

case may be, underlying such Normal Units or Stripped Units, as the case may be,
to such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions. In the event a Holder of Normal Units or
Stripped Units fails to effect such transfer or delivery, the Capital
Securities, the appropriate Treasury Consideration or Treasury Securities, as
the case may be, underlying such Normal Units or Stripped Units, as the case may
be, and any distributions thereon, shall be held in the name of the Agent or its
nominee in trust for the benefit of such Holder, until such Normal Units or
Stripped Units are transferred or the Normal Units Certificate or Stripped Units
Certificate is surrendered or such Holder provides satisfactory evidence that
such Normal Units Certificate or Stripped Units Certificate has been destroyed,
lost or stolen, together with any indemnity that may be required by the Agent
and the Company.

          SECTION 3.16    NO CONSENT TO ASSUMPTION.

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

                                  ARTICLE IV

                            THE CAPITAL SECURITIES

          SECTION 4.1     PAYMENT OF DISTRIBUTIONS; RIGHTS TO DISTRIBUTIONS
PRESERVED; NOTICE.

          (a) A distribution on any Capital Security or a payment on any
     Treasury Consideration, as the case may be, which is paid on any Payment
     Date shall, subject to receipt thereof by the Agent as provided by the
     terms of the Pledge Agreement, be paid to the Person in whose name the
     Normal Units Certificate (or one or more Predecessor Normal Units
     Certificates) of which such Capital Security or the appropriate Treasury
     Consideration, as the case may be, is a part is registered at the close of
     business on the Record Date for such Payment Date.

          (b) Each Normal Units Certificate evidencing Capital Securities or
     Treasury Consideration, as applicable, delivered under this Agreement upon
     registration of transfer of or in exchange for or in lieu of any other
     Normal Units Certificate shall carry the rights to distributions
     accumulated and unpaid, and to accumulate distributions, which were carried
     by the Capital Securities or Treasury Consideration, as applicable,
     underlying such other Normal Units Certificate.

          (c) In the case of any Normal Unit with respect to which Early
     Settlement of the underlying Purchase Contract is effected on an Early
     Settlement



                                       33
<PAGE>

     Date, or with respect to which Merger Early Settlement of the underlying
     Purchase Contract is effected on a Merger Early Settlement Date, or with
     respect to which a Collateral Substitution is effected, in each case on a
     date that is after any Record Date and on or prior to the next succeeding
     Payment Date, distributions on the Capital Security or payments on the
     appropriate Treasury Consideration, as the case may be, underlying such
     Normal Unit otherwise payable on such Payment Date shall be payable on such
     Payment Date notwithstanding such Early Settlement, Merger Early Settlement
     or Collateral Substitution, as the case may be, and such distributions
     shall, subject to receipt thereof by the Agent, be payable to the Person in
     whose name the Normal Units Certificate (or one or more Predecessor Normal
     Unit Certificates) was registered at the close of business on the Record
     Date. Except as otherwise expressly provided in the immediately preceding
     sentence, in the case of any Normal Unit with respect to which Early
     Settlement or Merger Early Settlement of the underlying Purchase Contract
     is effected, or with respect to which a Collateral Substitution has been
     effected, distributions on the related Capital Securities or payments on
     the appropriate Treasury Consideration, as the case may be, that would
     otherwise be payable after the applicable Settlement Date or after such
     Collateral Substitution, as the case may be, shall not be payable hereunder
     to the Holder of such Normal Unit; provided, that to the extent that such
     Holder continues to hold the separated Capital Securities that formerly
     comprised a part of such Holder's Normal Units, such Holder shall be
     entitled to receive the distributions on such separated Capital Securities.

          SECTION 4.2     NOTICE AND VOTING.

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

                                       34
<PAGE>

enable the Agent to vote such Pledged Capital Securities and the Trust shall
covenant to such effect in the Declaration.

          SECTION 4.3     DISTRIBUTION OF DEBENTURES.

          Upon a voluntary or involuntary dissolution of the Trust in accordance
with the Declaration, the Liquidation Distribution shall be delivered to the
Collateral Agent in exchange for the Pledged Capital Securities. Thereafter, the
applicable part of the Liquidation Distribution (as defined in the Declaration)
will be substituted for the Pledged Capital Securities, and will be held by the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligations of each Holder of Normal Units to purchase the Common Stock of
the Company under the Purchase Contracts constituting a part of such Normal
Units. The remaining portion of the Liquidation Distribution shall be
distributed to the Holders of Separate Capital Securities (as defined in the
Pledge Agreement). Following a voluntary or involuntary dissolution of the
Trust, the Holders and the Collateral Agent shall have such security interests,
rights and obligations with respect to the Liquidation Distribution as the
Holders and the Collateral Agent had in respect of the Pledged Capital
Securities as provided in Articles II, III, IV, V and VI of the Pledge
Agreement, and, unless the context otherwise requires, any reference herein to
the Capital Securities or Pledged Capital Securities shall be deemed to be a
reference to such Debentures. The Company may cause to be made in any Normal
Units Certificates thereafter to be issued such change in phraseology and form
(but not in substance) as may be appropriate to reflect the liquidation of the
Trust and the substitution of Debentures for Capital Securities as Collateral.

                                   ARTICLE V

                    THE PURCHASE CONTRACTS; THE REMARKETING

          SECTION 5.1     PURCHASE OF SHARES OF COMMON STOCK.

          (a)  Each Purchase Contract shall, unless an Early Settlement has
     occurred in accordance with Section 5.9, or a Merger Early Settlement has
     occurred in accordance with Section 5.10, obligate the Holder of the
     related Unit to purchase, and the Company to sell, on the Stock Purchase
     Date at a price equal to $50 (the "Purchase Price"), a number of newly
     issued shares of Common Stock equal to the Settlement Rate unless, on or
     prior to the Stock Purchase Date, there shall have occurred a Termination
     Event with respect to the Unit of which such Purchase Contract is a part.
     The "Settlement Rate" is equal to,

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

               (ii) if the Applicable Market Value is less than the Threshold
          Appreciation Price, but is greater than $___ [Insert Common Stock IPO

                                       35
<PAGE>

          price], the number of shares of Common Stock per Purchase Contract
          equal to the Stated Amount of the related Unit divided by the
          Applicable Market Value, and

               (iii)  if the Applicable Market Value is equal to or less than
          $___ [Insert Common Stock IPO price], ___shares of Common Stock per
          Purchase Contract, in each case subject to adjustment as provided in
          Section 5.6 (and in each case rounded upward or downward to the
          nearest 1/10,000th of a share). As provided in Section 5.12, no
          fractional shares of Common Stock will be issued upon settlement of
          Purchase Contracts.

          (b)  No fractional shares of Common Stock will be issued by the
     Company with respect to the payment of Contract Fee Payments on the Stock
     Purchase Date. In lieu of fractional shares otherwise issuable with respect
     to such payment of Contract Fee Payments, the Holder will be entitled to
     receive an amount in cash as provided in Section 5.12.

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

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

                                       36
<PAGE>

     enter into and perform the Pledge Agreement on its behalf as its attorney-
     in-fact, and consents to and agrees to be bound by the Pledge of the
     Capital Securities, the appropriate Treasury Consideration or the Treasury
     Securities pursuant to the Pledge Agreement; provided that upon a
     Termination Event, the rights of the Holder of such Unit under the Purchase
     Contract may be enforced without regard to any other rights or obligations.
     Each Holder of a Unit, by its acceptance thereof, further covenants and
     agrees, that, to the extent and in the manner provided in Section 5.4 and
     the Pledge Agreement, but subject to the terms thereof, payments in respect
     of the Capital Securities, the appropriate Treasury Consideration or the
     Treasury Securities to be paid upon settlement of such Holder's obligations
     to purchase Common Stock under the Purchase Contract, shall be paid on the
     Stock Purchase Date by the Collateral Agent to the Company in satisfaction
     of such Holder's obligations under such Purchase Contract.

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

          SECTION 5.2     CONTRACT FEE PAYMENTS.

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

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

          (c)  Each Certificate delivered under this Agreement upon registration
     of transfer of or in exchange for or in lieu of (including as a result of a
     Collateral Substitution or the re-establishment of a Normal Unit) any other
     Certificate shall

                                       37
<PAGE>

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

          (d)  Subject to Section 5.9, in the case of any Unit with respect to
     which Early Settlement or Merger Early Settlement of the underlying
     Purchase Contract is effected on an Early Settlement Date or a Merger Early
     Settlement Date, respectively, or with respect to which a Collateral
     Substitution or an establishment or re-establishment of a Normal Unit
     pursuant to Sections 3.13 or 3.14 is effected, in each case on a date that
     is after any Record Date and on or prior to the next succeeding Payment
     Date, Contract Fee Payments on the Purchase Contracts underlying such Units
     otherwise payable on such Payment Date shall be payable on such Payment
     Date notwithstanding such Early Settlement, Merger Early Settlement,
     Collateral Substitution or establishment or re-establishment of Units, and
     such Contract Fee Payments shall be paid to the Person in whose name the
     Certificate evidencing such Unit (or one or more Predecessor Certificates)
     is registered at the close of business on such Record Date. Except as
     otherwise expressly provided in the immediately preceding sentence, in the
     case of any Unit with respect to which Early Settlement or Merger Early
     Settlement of the underlying Purchase Contract is effected on an Early
     Settlement Date or Merger Early Settlement Date, as the case may be, or
     with respect to which a Collateral Substitution or an establishment or re-
     establishment of a Unit has been effected, Contract Fee Payments, if any,
     that would otherwise be payable after the Early Settlement Date, or Merger
     Early Settlement Date, Collateral Substitution or such establishment or re-
     establishment with respect to such Purchase Contract shall not be payable.

          SECTION 5.3  DEFERRAL OF CONTRACT FEE PAYMENTS.

          (a)  The Company shall have the right, at any time prior to the Stock
     Purchase Date, to defer the payment of any or all of the Contract Fee
     Payments otherwise payable on any Payment Date, but only if the Company
     shall give the Holders and the Agent written notice of its election to
     defer each such deferred Contract Fee Payment (specifying the amount to be
     deferred) at least ten Business Days prior to the earlier of (i) the next
     succeeding Payment Date or (ii) the date the Company is required to give
     notice of the Record Date or Payment Date with respect to payment of such
     Contract Fee Payments to the NYSE or other applicable self-regulatory
     organization or to Holders of the Units, but in any event not less than one
     Business Day prior to such Record Date. Any Contract Fee Payments so
     deferred shall, to the extent permitted by law, bear additional Contract
     Fee Payments thereon at the rate of __% [Insert sum of contract fee payment
     rate and applicable capital securities distribution rate.] per year
     (computed on the basis of a 360-day year of 12 30-day months), compounding
     on each succeeding Payment Date, until paid in full (such deferred
     installments of Contract Fee Payments, if any, together with the additional
     Contract Fee

                                       38
<PAGE>

     Payments accrued thereon, being referred to herein as the "Deferred
     Contract Fee Payments"). Deferred Contract Fee Payments, if any, shall be
     due on the next succeeding Payment Date except to the extent that payment
     is deferred pursuant to this Section 5.3. No Contract Fee Payments may be
     deferred to a date that is after the Stock Purchase Date and no such
     deferral period may end other than on a Payment Date. If the Purchase
     Contracts are terminated upon the occurrence of a Termination Event, the
     Holder's right to receive Contract Fee Payments, if any, and Deferred
     Contract Fee Payments, will terminate.

          (b) In the event that the Company elects to defer the payment of
     Contract Fee Payments on the Purchase Contracts until a Payment Date prior
     to the Stock Purchase Date, then all Deferred Contract Fee Payments, if
     any, shall be payable to the registered Holders as of the close of business
     on the Record Date immediately preceding such Payment Date.

          (c) In the event that the Company elects to defer the payment of
     Contract Fee Payments on the Purchase Contracts until the Stock Purchase
     Date, then each Holder will receive on the Stock Purchase Date in lieu of a
     cash payment a number of shares of Common Stock (in addition to a number of
     shares of Common Stock equal to the Settlement Rate) equal to (A) the
     aggregate amount of Deferred Contract Fee Payments payable to such Holder
     (net of any required tax withholding on such Deferred Contract Fee Payment,
     which shall be remitted to the appropriate taxing jurisdiction) divided by
     (B) the Applicable Market Value.

          (d) No fractional shares of Common Stock will be issued by the Company
     with respect to the payment of Deferred Contract Fee Payments on the Stock
     Purchase Date. In lieu of fractional shares otherwise issuable with respect
     to such payment of Deferred Contract Fee Payments, the Holder will be
     entitled to receive an amount in cash as provided in Section 5.12.

          (e) In the event the Company exercises its option to defer the payment
     of Contract Fee Payments then, until the Deferred Contract Fee Payments
     have been paid, the Company shall not (i) declare or pay any dividends or
     distributions on, or redeem, purchase, acquire or make a liquidation
     payment with respect to, any of the Company's Capital Stock, (ii) make any
     payment of principal, interest or premium, if any, on or repay or
     repurchase or redeem or make any other payment in respect of any debt
     securities of the Company that rank pari passu with or junior in interest
     to the Debentures or (iii) make any guarantee payments with respect to any
     guarantee by the Company of the debt securities of any subsidiary of the
     Company if such guarantee ranks pari passu with or junior in interest to
     the Debentures. Restrictions referred to in clauses (i) through (iii) of
     this Section 4.2 shall not apply to: (A) dividends or distributions in
     shares of, or warrants or rights to subscribe for or purchase shares of,
     the Company's Capital Stock, (B) any declaration of a dividend in
     connection with the implementation of

                                       39
<PAGE>

     a stockholders' rights plan, or the issuance of stock, other securities,
     cash or other assets, under any such plan in the future, or the redemption
     or repurchase of any such rights pursuant thereto, (C) payments under any
     guarantee, (D) as a result of a reclassification of the Company's Capital
     Stock or the exchange or conversion of one class or series of the Company's
     Capital Stock for another class or series of the Company's Capital Stock,
     (E) the purchase of fractional interests in shares of the Company's Capital
     Stock pursuant to the conversion or exchange provisions of such Capital
     Stock or the security being converted or exchanged, or (F) purchases or
     acquisitions of shares of the Common Stock in connection with the
     satisfaction by the Company of its obligations under any employee benefit
     plan or any other contractual obligation of the Company (other than a
     contractual obligation ranking expressly by its terms pari passu with or
     junior in interest to the Debentures).

          SECTION 5.4     PAYMENT OF PURCHASE PRICE: REMARKETING.

          (a)  Unless a Termination Event has occurred or a Holder of a Unit has
     settled the underlying Purchase Contract through an Early Settlement
     pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section
     5.10, the settlement of the Purchase Contract underlying a Unit will be
     made in accordance with this Section 5.4.

          (b)  (i)  The Company shall engage a nationally recognized investment
          bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to
          be mutually agreed on by the Company, the Trust, the Agent and the
          Remarketing Agent, but substantially as set forth in Exhibit C to the
          Declaration, to sell the Capital Securities of Holders of Normal
          Units, other than Holders thereof which have elected not to
          participate in the remarketing pursuant to clause (v) below, and
          holders of Separate Capital Securities which have elected pursuant to
          the Remarketing Agreement to participate in the remarketing. On the
          twelfth Business Day prior to the Initial Remarketing Date, the Agent
          shall give Holders of Normal Units and holders of Separate Capital
          Securities notice of the remarketing (the form of which notice to be
          provided by the Company) in a daily newspaper in the English language
          of general circulation in The City of New York, which is expected to
          be The Wall Street Journal, including the specific U.S. Treasury
          security or securities (including the CUSIP number and/or the
          principal terms of such Treasury security or securities) described in
          clause (v) below, that must be delivered by Holders of Normal Units
          that elect not to participate in the remarketing pursuant to clause
          (v) below, no later than 10:00 a.m. on the eighth Business Day
          preceding the Initial Remarketing Date or any Subsequent Remarketing
          Date, as the case may be. The Agent shall notify, by 4:00 p.m., New
          York City time, on the eighth Business Day preceding the Initial
          Remarketing Date or any Subsequent Remarketing Date, as the case may
          be, the

                                       40
<PAGE>

          Remarketing Agent and the Collateral Agent of the aggregate number of
          Capital Securities of Normal Unit Holders to be remarketed. On the
          eighth Business Day preceding the Initial Remarketing Date or any
          Subsequent Remarketing Date, as the case may be, no later than by 4:00
          p.m. New York City time, pursuant to the terms of the Pledge
          Agreement, the Custodial Agent will notify the Remarketing Agent of
          the aggregate number of Separate Capital Securities to be remarketed.
          Upon receipt of such notice from the Agent and the Custodial Agent,
          the Remarketing Agent will, during the Initial Remarketing Period, or
          any Subsequent Remarketing Period, as the case may be, use its
          reasonable best efforts to sell such Capital Securities during such
          period at a price equal to 100.5% of the Remarketing Value. If there
          is a successful Remarketing, by approximately 4:30 P.M., New York City
          time, on the day of the successful Remarketing within the Initial
          Remarketing Period or the given Subsequent Remarketing Period, as the
          case may be, the Reset Agent shall promptly notify by telephone the
          Company, the Trust, the Purchase Contract Agent, the Collateral Agent,
          the Custodial Agent, the Property Trustee, the Depositary and the
          Debenture Trustee of the Reset Rate determined in the Remarketing. On
          the second Business Day preceding the Initial Remarketing Date or any
          Subsequent Remarketing Date, as the case may be, the Collateral Agent
          and the Custodial Agent, pursuant to the terms of the Pledge
          Agreement, will deliver for the settlement of the remarketing to the
          Remarketing Agent all Capital Securities to be remarketed. The sale of
          the Capital Securities will be settled on the Initial Remarketing
          Date, or any Subsequent Remarketing Date, as the case may be. The
          Remarketing Agent will use the proceeds from a successful remarketing
          to purchase the appropriate U.S. Treasury securities (the "Agent-
          purchased Security Consideration") with the CUSIP numbers, if any,
          selected by the Remarketing Agent, described in clauses (i)(1) and
          (ii)(1) of the definition of Remarketing Value related to the Capital
          Securities of Holders of Normal Units that were remarketed. In the
          event of a successful remarketing, on the Initial Remarketing Date or
          any Subsequent Remarketing Date, as the case may be, the Remarketing
          Agent shall deliver such Agent-purchased Treasury Consideration to the
          Agent, which shall thereupon deliver such Agent-purchased Treasury
          Consideration to the Collateral Agent. The Collateral Agent, for the
          benefit of the Company, will thereupon apply such Agent-purchased
          Treasury Consideration, in accordance with the Pledge Agreement, to
          secure such Holders' obligations under the Purchase Contracts. The
          Remarketing Agent will deduct as a remarketing fee ("Remarketing Fee")
          an amount not exceeding 25 basis points (.25%) of the total proceeds
          from the remarketing. The Remarketing Agent will remit (1) the portion
          of the proceeds from the remarketing attributable to the Separate
          Capital Securities to the holders of Separate Capital Securities that
          were remarketed and (2) the remaining portion of the proceeds, less
          those

                                       41
<PAGE>

          proceeds used to purchase the Agent-purchased Treasury Consideration,
          to the Agent for the benefit of the Holders of the Normal Units that
          were remarketed, all determined on a pro rata basis, in each case, on
          [or prior to] the Initial Remarketing Date or any Subsequent
          Remarketing Date, as the case may be. Holders whose Capital Securities
          are so remarketed will not otherwise be responsible for the payment of
          any Remarketing Fee in connection therewith.

               (ii)  If, in spite of using its commercially reasonable best
          efforts, the Remarketing Agent cannot remarket the Capital Securities
          included in the remarketing at a price equal to at least 100.5% of the
          Remarketing Value, settling on the Initial Remarketing Date, the
          remarketing will be deemed to have failed (a "Failed Remarketing").
          The Remarketing Agent shall make further attempts (each, a "Subsequent
          Remarketing") to remarket the Capital Securities in accordance with
          the initial remarketing procedures set forth in this Section 5.4(b)
          and the Remarketing Agreement, provided that (i) the notice of any
          Subsequent Remarketing cannot be given until the Failed Remarketing
          notice (as described in (b)(iii) below) has been published in respect
          of any immediately preceding Failed Remarketing, (ii) any Subsequent
          Remarketing must settle on one of the Subsequent Remarketing Dates and
          (iii) the last Subsequent Remarketing Date must settle no later than
          on the Business Day immediately preceding the Stock Purchase Date.

               (iii) If by 4:00 p.m., New York City time, on the Business Day
          immediately preceding the Stock Purchase Date, the Remarketing Agent,
          in spite of using its commercially reasonable best efforts, has failed
          to remarket the Capital Securities included in the remarketing at
          100.5% of the Remarketing Value in accordance with the terms of the
          Pledge Agreement, the "Last Failed Remarketing" will be deemed to have
          occurred. The Collateral Agent, for the benefit of the Company, may
          exercise its rights as a secured party with respect to such Capital
          Securities, including those actions specified in (b)(iv) below;
          provided, that if upon the occurrence of the Last Failed Remarketing,
          the Collateral Agent exercises such rights for the benefit of the
          Company with respect to such Capital Securities, any accumulated and
          unpaid distributions on such Capital Securities will become payable by
          the Company to the Agent for payment to the Holder of the Normal Units
          to which such Capital Securities relates. Such payment will be made by
          the Company on or prior to 11 a.m., New York City time, on the Stock
          Purchase Date in lawful money of the United States by certified or
          cashiers' check or wire transfer in immediately available funds
          payable to or upon the order of the Agent. The Company will cause a
          notice of any Failed Remarketing to be published on the second
          Business Day prior to the Initial Remarketing Date or any Subsequent
          Remarketing Date, as applicable, and the

                                       42
<PAGE>

          Company will cause a notice of the Last Failed Remarketing, if
          applicable, to be published on the second Business Day following the
          Stock Purchase Date. Any such notice of a Failed Remarketing or Last
          Failed Remarketing will be published 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.

               (iv) With respect to any Capital Securities which constitute part
          of Normal Units which are subject to the Last Failed Remarketing, the
          Collateral Agent for the benefit of the Company reserves all of its
          rights as a secured party with respect thereto and, subject to
          applicable law and Section 5.4 (e) below, may, among other things, (A)
          retain such Capital Securities in full satisfaction of the Holders'
          obligations under the Purchase Contracts or (B) sell such Capital
          Securities in one or more public or private sales.

               (v)  A Holder of Normal Units may elect not to participate in the
          remarketing and retain the Capital Securities underlying such Units by
          notifying the Agent of such election and delivering the specific U.S.
          Treasury security or securities (including the CUSIP number and/or the
          principal terms of such security or securities) to be identified by
          the Remarketing Agent that constitute the U.S. Treasury securities
          described in clauses (i) and (ii) of the definition of Remarketing
          Value relating to the retained Capital Securities (as if only such
          Capital Securities were being remarketed) (the "Opt-out Treasury
          Consideration") to the Agent not later than 10:00 a.m. on the eighth
          Business Day prior to the Initial Remarketing Date (or, in the case of
          a Failed Remarketing, not later than 10:00 a.m. on the eighth Business
          Day prior to the Subsequent Remarketing Date). Upon receipt thereof by
          the Agent, the Agent shall deliver such Opt-out Treasury Consideration
          to the Collateral Agent, which will, for the benefit of the Company,
          thereupon apply such Opt-out Treasury Consideration to secure such
          Holder's obligations under the Purchase Contracts. On the second
          Business Day preceding the Initial Remarketing Date or any Subsequent
          Remarketing Date, as the case may be, the Collateral Agent, pursuant
          to the terms of the Pledge Agreement, will deliver the Pledged Capital
          Securities of such Holder to the Agent. On the Initial Remarketing
          Date or any Subsequent Remarketing Date, as the case may be, if the
          remarketing was successful, the Agent shall distribute such Capital
          Securities to the Holders thereof and if the Last Failed Remarketing
          has occurred, the Agent will deliver such Capital Securities to the
          Collateral Agent, which will, for the benefit of the Company,
          thereupon apply such Capital Securities to secure such Holders'
          obligations under the Purchase Contract and return the Opt-out
          Treasury Consideration delivered by such Holders to such Holders. A
          Holder that does not so deliver the Opt-out Treasury Consideration
          pursuant to this

                                       43
<PAGE>

          clause (v) shall be deemed to have elected to participate in the
          remarketing.

               (vi) Each Holder of a Unit, by its acceptance thereof, and each
          party to this Agreement hereby irrevocably agrees, and the Remarketing
          Agent will irrevocably so agree in the Remarketing Agreement, that any
          remarketing of the Capital Securities and, if applicable, of the
          Separate Capital Securities and the Opt-out Treasury Consideration may
          settle later than in a three Business-Day cycle, but in no event later
          than on the third Business Day after the end of any Remarketing
          Period.

          (c)  Upon the maturity of the Pledged Treasury Securities underlying
     the Stripped Units and the Pledged Treasury Consideration underlying the
     Normal Units, on the Stock Purchase Date, the Collateral Agent shall remit
     to the Company an amount equal to the aggregate Purchase Price applicable
     to such Units, as payment for the Common Stock issuable upon settlement
     thereof without receiving any instructions from the Holders of such Units.
     In the event the payments in respect of the Pledged Treasury Securities or
     the Pledged Treasury Consideration, underlying a Unit is in excess of the
     Purchase Price of the Purchase Contract being settled thereby, the
     Collateral Agent will distribute such excess to the Agent for the benefit
     of the Holder of such Unit when received.

          (d)  Any distribution to Holders of excess funds and interest
     described in Section 5.4 (b) and (c) above shall be payable at the office
     of the Agent in The City of New York maintained for that purpose or, at the
     option of the Holder or the holder of Separate Capital Securities, as
     applicable, by check mailed to the address of the Person entitled thereto
     at such address as it appears on the Register or by wire transfer in
     immediately available funds to an account specified by the Holder or the
     holder of Separate Capital Securities, as applicable.

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

          (f)  Notwithstanding anything to the contrary herein, the Company
     shall not be obligated to issue any Common Stock in respect of a Purchase
     Contract or deliver any certificates therefor to the Holder of the related
     Unit unless the Company shall have received payment in full of the
     aggregate Purchase Price for the shares of Common Stock to be purchased
     thereunder by such Holder in the manner herein set forth.

                                       44
<PAGE>

          SECTION 5.5   ISSUANCE OF SHARES OF COMMON STOCK.

          Unless a Termination Event shall have occurred on or prior to the
     Stock Purchase Date or an Early Settlement or a Merger Early Settlement
     shall have occurred, on the Stock Purchase Date, upon its receipt of
     payment in full of the Purchase Price for the shares of Common Stock
     purchased by the Holders pursuant to the foregoing provisions of this
     Article and subject to Section 5.6(b), the Company shall issue and deposit
     with the Agent, for the benefit of the Holders of the Outstanding
     Securities, one or more certificates representing the newly issued shares
     of Common Stock registered in the name of the Agent (or its nominee) as
     custodian for the Holders (such certificates for shares of Common Stock,
     together with any dividends or distributions for which a record date and
     payment date for such dividend or distribution has occurred after the Stock
     Purchase Date, being hereinafter referred to as the "Purchase Contract
     Settlement Fund") to which the Holders are entitled hereunder. Subject to
     the foregoing, upon surrender of a Certificate to the Agent on or after the
     Stock Purchase Date, together with settlement instructions thereon duly
     completed and executed, the Holder of such Certificate shall be entitled to
     receive in exchange therefor a certificate representing that number of
     whole shares of Common Stock which such Holder is entitled to receive
     pursuant to the provisions of this Article V (after taking into account all
     Units then held by such Holder) together with cash in lieu of fractional
     shares as provided in Section 5.12 and any dividends or distributions with
     respect to such shares constituting part of the Purchase Contract
     Settlement Fund, but without any interest thereon, and the Certificate so
     surrendered shall forthwith be cancelled. Such shares shall be registered
     in the name of the Holder or the Holder's designee as specified in the
     settlement instructions provided by the Holder to the Agent. If any shares
     of Common Stock issued in respect of a Purchase Contract are to be
     registered to a Person other than the Person in whose name the Certificate
     evidencing such Purchase Contract is registered, no such registration shall
     be made unless the Person requesting such registration has paid any
     transfer and other taxes required by reason of such registration in a name
     other than that of the registered Holder of such Certificate or has
     established to the satisfaction of the Company that such tax either has
     been paid or is not payable.

          SECTION 5.6   ADJUSTMENT OF SETTLEMENT RATE.

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

              (1) Stock Dividends. In case the Company shall pay or make a
                  ---------------
          dividend or other distribution on the Common Stock in Common Stock,
          the Settlement Rate, as in effect at the opening of business on the
          day following the date fixed for the determination of stockholders
          entitled to receive such dividend or other distribution shall be
          increased by dividing such Settlement Rate by a fraction of which the
          numerator shall be the number of shares of Common Stock outstanding at
          the close of business on the date fixed for such determination and the
          denominator shall be the sum of such number of shares and the total
          number of shares constituting

                                       45
<PAGE>

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

               (2) Stock Purchase Rights.  In case the Company shall issue
                   ---------------------
          rights, options or warrants to all holders of its Common Stock (not
          being available on an equivalent basis to Holders of the Units upon
          settlement of the Purchase Contracts underlying such Units) entitling
          them, for a period expiring within 45 days after the record date for
          the determination of stockholders entitled to receive such rights,
          options or warrants, to subscribe for or purchase shares of Common
          Stock at a price per share less than the Current Market Price per
          share of the Common Stock on the date fixed for the determination of
          stockholders entitled to receive such rights, options or warrants
          (other than pursuant to a dividend reinvestment plan), the Settlement
          Rate in effect at the opening of business on the day following the
          date fixed for such determination shall be increased by dividing such
          Settlement Rate by a fraction, the numerator of which shall be the
          number of shares of Common Stock outstanding at the close of business
          on the date fixed for such determination plus the number of shares of
          Common Stock which the aggregate of the offering price of the total
          number of shares of Common Stock so offered for subscription or
          purchase would purchase at such Current Market Price and the
          denominator of which shall be the number of shares of Common Stock
          outstanding at the close of business on the date fixed for such
          determination plus the number of shares of Common Stock so offered for
          subscription or purchase, such increase to become effective
          immediately after the opening of business on the day following the
          date fixed for such determination. For the purposes of this paragraph
          (2), the number of shares of Common Stock at any time outstanding
          shall not include shares held in the treasury of the Company but shall
          include any shares issuable in respect of any scrip certificates
          issued in lieu of fractions of shares of Common Stock. The Company
          shall not issue any such rights, options or warrants in respect of
          shares of Common Stock held in the treasury of the Company.

               (3) Stock Splits; Reverse Splits.  In case outstanding shares of
                   ----------------------------
          Common Stock shall be subdivided or split into a greater number of
          shares of Common Stock, the Settlement Rate in effect at the opening
          of business on the day following the day upon which such subdivision
          or split

                                       46
<PAGE>

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

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

               (5) Cash Distributions.  In case the Company shall have, by
                   ------------------
          dividend or otherwise, distributed to all holders of its Common Stock
          cash (excluding any cash that is distributed in a Reorganization Event
          to which Section 5.6(b) applies or as part of a distribution referred
          to in paragraph (4) of this Section) in an aggregate amount that,
          combined together with (i) the aggregate amount of any other
          distributions to all holders of its Common Stock made exclusively in
          cash within the 12 months preceding the date of payment of such
          distribution and in respect of which no adjustment pursuant to this
          paragraph (5) or paragraph (6) of this Section has been made and (ii)
          the aggregate of any cash plus the fair market value (as determined by
          the Board of Directors, whose determination shall be conclusive and
          described in a Board Resolution) of consideration payable in respect
          of any tender or exchange offer by the Company or any of its
          subsidiaries for all or any portion of the Common

                                       47
<PAGE>

          Stock concluded within the 12 months preceding the date of payment of
          the distribution described above and in respect of which no adjustment
          pursuant to this paragraph (5) or paragraph (6) of this Section has
          been made, exceeds 15% of the product of the Current Market Price per
          share of the Common Stock on the date for the determination of holders
          of shares of Common Stock entitled to receive such distribution times
          the number of shares of Common Stock outstanding on such date, then,
          and in each such case, immediately after the close of business on such
          date for determination, the Settlement Rate shall be increased so that
          the same shall equal the rate determined by dividing the Settlement
          Rate in effect immediately prior to the close of business on the date
          fixed for determination of the stockholders entitled to receive such
          distribution by a fraction (A) the numerator of which shall be equal
          to the Current Market Price per share of the Common Stock on the date
          fixed for such determination less an amount equal to the quotient of
          (x) the combined amount distributed or payable in the transactions
          described in clauses (i) and (ii) above and (y) the number of shares
          of Common Stock outstanding on such date for determination and (B) the
          denominator of which shall be equal to the Current Market Price per
          share of the Common Stock on such date for determination.

               (6) Tender Offers.  In case (i) a tender or exchange offer made
                   -------------
          by the Company or any subsidiary of the Company for all or any portion
          of the Common Stock shall expire and such tender or exchange offer (as
          amended upon the expiration thereof) shall require the payment to
          stockholders (based on the acceptance (up to any maximum specified in
          the terms of the tender or exchange offer) of Purchased Shares) of an
          aggregate consideration having a fair market value (as determined by
          the Board of Directors, whose determination shall be conclusive and
          described in a Board Resolution) that combined together with (ii) the
          aggregate of the cash plus the fair market value (as determined by the
          Board of Directors, whose determination shall be conclusive and
          described in a Board Resolution), as of the expiration of such tender
          or exchange offer, of consideration payable in respect of any other
          tender or exchange offer, by the Company or any subsidiary of the
          Company for all or any portion of the Common Stock expiring within the
          12 months preceding the expiration of such tender or exchange offer
          and in respect of which no adjustment pursuant to paragraph (5) of
          this Section or this paragraph (6) has been made and (iii) the
          aggregate amount of any distributions to all holders of the Company's
          Common Stock made exclusively in cash within the 12 months preceding
          the expiration of such tender or exchange offer and in respect of
          which no adjustment pursuant to paragraph (5) of this Section or this
          paragraph (6) has been made, exceeds 15% of the product of the Current
          Market Price per share of the Common Stock as of the last time (the
          "Expiration Time") tenders could have been made pursuant to

                                       48
<PAGE>

          such tender or exchange offer (as it may be amended) times the number
          of shares of Common Stock outstanding (including any tendered shares)
          on the Expiration Time, then, and in each such case, immediately prior
          to the opening of business on the day after the date of the Expiration
          Time, the Settlement Rate shall be adjusted so that the same shall
          equal the rate determined by dividing the Settlement Rate immediately
          prior to the close of business on the date of the Expiration Time by a
          fraction (A) the numerator of which shall be equal to (x) the product
          of (i) the Current Market Price per share of the Common Stock on the
          date of the Expiration Time and (ii) the number of shares of Common
          Stock outstanding (including any tendered shares) on the Expiration
          Time less (y) the amount of cash plus the fair market value
          (determined as aforesaid) of the aggregate consideration payable to
          stockholders based on the transactions described in clauses (i), (ii)
          and (iii) above (assuming in the case of clause (i) the acceptance, up
          to any maximum specified in the terms of the tender or exchange offer,
          of Purchased Shares), and (B) the denominator of which shall be equal
          to the product of (x) the Current Market Price per share of the Common
          Stock as of the Expiration Time and (y) the number of shares of Common
          Stock outstanding (including any tendered shares) as of the Expiration
          Time less the number of all shares validly tendered and not withdrawn
          as of the Expiration Time (the shares deemed so accepted, up to any
          such maximum, being referred to as the "Purchased Shares").

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

               (8) "Current Market Price".  The "Current Market Price" per share
                    --------------------
          of Common Stock on any day means the average of the daily Closing
          Prices for the 5 consecutive Trading Days selected by the Company
          commencing not more than 30 Trading Days before, and ending

                                       49
<PAGE>

          not later than, the earlier of the day in question and the day before
          the "ex date" with respect to the issuance or distribution requiring
          such computation. For purposes of this paragraph, the term "ex date,"
          when used with respect to any issuance or distribution, shall mean the
          first date on which the Common Stock trades regular way on such
          exchange or in such market without the right to receive such issuance
          or distribution.

               (9)  Calculation of Adjustments.  All adjustments to the
                    --------------------------
          Settlement Rate shall be calculated to the nearest 1/10,000th of a
          share of Common Stock (or if there is not a nearest 1/10,000th of a
          share to the next lower 1/10,000th of a share). No adjustment in the
          Settlement Rate shall be required unless such adjustment would require
          an increase or decrease of at least one percent therein; provided,
          that any adjustments which by reason of this subparagraph are not
          required to be made shall be carried forward and taken into account in
          any subsequent adjustment. If an adjustment is made to the Settlement
          Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10)
          of this Section 5.6(a), an adjustment shall also be made to the
          Applicable Market Value solely to determine which of clauses (i), (ii)
          or (iii) of the definition of Settlement Rate in Section 5.1 will
          apply on the Stock Purchase Date. Such adjustment shall be made by
          multiplying the Applicable Market Value by a fraction, the numerator
          of which shall be the Settlement Rate immediately after such
          adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or
          (10) of this Section 5.6(a) and the denominator of which shall be the
          Settlement Rate immediately before such adjustment; provided, that if
          such adjustment to the Settlement Rate is required to be made pursuant
          to the occurrence of any of the events contemplated by paragraph (1),
          (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the
          period taken into consideration for determining the Applicable Market
          Value, appropriate and customary adjustments shall be made to the
          Settlement Rate.

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

                                       50
<PAGE>

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

          In the event of

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

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

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

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

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

                                       51
<PAGE>

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

          SECTION 5.7   NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

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

              (i)  forthwith compute the Settlement Rate and the Applicable
          Market Value in accordance with Section 5.6 and prepare and transmit
          to the Agent an Officer's 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

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

          (b) The Agent shall not at any time be under any duty or
     responsibility to any Holder of Units to determine whether any facts exist
     which may require any adjustment of the Settlement Rate or 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 Agent shall not be accountable with respect to the validity
     or value (or the kind or amount) of any shares of Common Stock, or of any
     securities or property, which may at the time be issued or delivered with
     respect to any Purchase Contract; and the Agent makes no representation
     with respect thereto. The Agent shall not be responsible for any failure of
     the Company to issue, transfer or deliver any shares of Common

                                       52
<PAGE>

     Stock pursuant to a Purchase Contract or to comply with any of the duties,
     responsibilities or covenants of the Company contained in this Article.

          SECTION 5.8   TERMINATION EVENT; NOTICE.

          The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including the rights and obligations of Holders to
purchase Common Stock, shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Agent or the Company,
if, on or prior to the Stock Purchase Date, a Termination Event shall have
occurred. Upon and after the occurrence of a Termination Event, the Normal Units
shall thereafter represent the right to receive the Capital Securities or the
appropriate Treasury Consideration, as the case may be, forming a part of such
Normal Units, and the Stripped Units shall thereafter represent the right to
receive the Treasury Securities forming a part of such Stripped Units, in each
case in accordance with the provisions of Section 4.3 of the Pledge Agreement.
Upon the occurrence of a Termination Event, the Company shall promptly but in no
event later than two Business Days thereafter give written notice to the Agent,
the Collateral Agent and to the Holders, at their addresses as they appear in
the Register.

          SECTION 5.9   EARLY SETTLEMENT.

          (a) Subject to and upon compliance with the provisions of this Section
     5.9, Purchase Contracts underlying Units having an aggregate Stated Amount
     equal to $1,000 or an integral multiple thereof, may, at the option of the
     Holder thereof, be settled early ("Early Settlement") on or prior to the
     eighth Business Day preceding the Initial Remarketing Date or any
     Subsequent Remarketing Date. In order to exercise the right to effect Early
     Settlement with respect to any Purchase Contracts, the Holder of the
     Certificate evidencing the related Units shall deliver such Certificate to
     the Agent at the Corporate Trust Office duly endorsed for transfer to the
     Company or in blank with the form of Election to Settle Early on the
     reverse thereof duly completed and accompanied by payment payable to the
     Company in immediately available funds in an amount (the "Early Settlement
     Amount") equal to the product of (i) the Stated Amount of such Units
     multiplied by (ii) the number (A) of Purchase Contracts with respect to
     which the Holder has elected to effect Early Settlement, plus (B) if such
     delivery is made with respect to any Purchase Contracts during the period
     from 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 Fee Payments, if any, payable on such Payment Date with
     respect to such Purchase Contracts; provided that no payment shall be
     required pursuant to clause (B) of this sentence if the Company shall have
     elected to defer the Contract Fee Payments which would otherwise be payable
     on such Payment Date. Except as provided in the immediately preceding
     sentence and subject to Section 5.2(d), no payment or adjustment shall be
     made upon Early Settlement of any Purchase Contract on any Contract Fee
     Payments accrued on such Purchase Contract or on

                                       53
<PAGE>

     account of any dividends on the Common Stock issued upon such Early
     Settlement. If the foregoing requirements are first satisfied with respect
     to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New
     York City time, on a Business Day, such day shall be the "Early Settlement
     Date" with respect to such Unit and if such requirements are first
     satisfied after 5:00 p.m., New York City time, on a Business Day or on a
     day that is not a Business Day, the "Early Settlement Date" with respect to
     such Units shall be the next succeeding Business Day.

          (b) Upon Early Settlement of any Purchase Contract by the Holder of
     the related Units, the Company shall issue, and the Holder shall be
     entitled to receive, ___ shares of Common Stock on account of such Purchase
     Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be
     adjusted in the same manner and at the same time as the Settlement Rate is
     adjusted. As promptly as practicable after Early Settlement of Purchase
     Contracts in accordance with the provisions of this Section 5.9, the
     Company shall issue and shall deliver to the Agent at the Corporate Trust
     Office a certificate or certificates for the full number of shares of
     Common Stock issuable upon such Early Settlement together with payment in
     lieu of any fraction of a share, as provided in Section 5.12.

          (c) No later than the third Business Day after the applicable Early
     Settlement Date the Company shall cause (i) the shares of Common Stock
     issuable upon Early Settlement of Purchase Contracts to be issued and
     delivered, and (ii) the related Pledged Capital Securities or Pledged
     Treasury Consideration, in the case of Normal Units, or the related Pledged
     Treasury Securities, in the case of Stripped Units, to be released from the
     Pledge by the Collateral Agent and transferred, in each case, to the Agent
     for delivery to the Holder thereof or the Holder's designee.

          (d) Upon Early Settlement of any Purchase Contracts, and subject to
     receipt of shares of Common Stock from the Company and the Pledged Capital
     Securities, Pledged Treasury Consideration or Pledged Treasury Securities,
     as the case may be, from the Collateral Agent, as applicable, the Agent
     shall, in accordance with the instructions provided by the Holder thereof
     on the applicable form of Election to Settle Early on the reverse of the
     Certificate evidencing the related Units, (i) transfer to the Holder the
     Pledged Capital Securities, Pledged Treasury Consideration or Pledged
     Treasury Securities, as the case may be, forming a part of such Units, and
     (ii) deliver to the Holder a certificate or certificates for the full
     number of shares of Common Stock issuable upon such Early Settlement
     together with payment in lieu of any fraction of a share, as provided in
     Section 5.12.

          (e) In the event that Early Settlement is effected with respect to
     Purchase Contracts underlying less than all the Units evidenced by a
     Certificate, upon such Early Settlement the Company shall execute and the
     Agent shall

                                       54
<PAGE>

     authenticate, execute and deliver to the Holder thereof, at the expense of
     the Company, a Certificate evidencing the Units as to which Early
     Settlement was not effected.

          SECTION 5.10  EARLY SETTLEMENT UPON MERGER.

          (a) In the event of a merger or consolidation of the Company of the
     type described in clause (1) of Section 5.6(b) in which the Common Stock
     outstanding immediately prior to such merger or consolidation is exchanged
     for consideration consisting of at least 30% cash or cash equivalents (any
     such event a "Cash Merger"), then the Company (or the successor to the
     Company hereunder) shall be required to offer the Holder of each Unit the
     right to settle the Purchase Contract underlying such Unit prior to the
     Stock Purchase Date ("Merger Early Settlement") as provided herein. On or
     before the fifth Business Day after the consummation of a Cash Merger, the
     Company or, at the request and expense of the Company, the Agent, shall
     give all Holders notice of the occurrence of the Cash Merger and of the
     right of Merger Early Settlement arising as a result thereof. The Company
     shall also deliver a copy of such notice to the Agent and the Collateral
     Agent.

          Each such notice shall contain:

              (i)   the date, which shall be not less than 20 nor more than 30
          calendar days after the date of such notice, on which the Merger Early
          Settlement will be effected (the "Merger Early Settlement Date");

              (ii)  the date, which shall be three Business Days prior to the
          Merger Early Settlement Date, by which the Merger Early Settlement
          right must be exercised;

              (iii) the Settlement Rate in effect as a result of such Cash
          Merger and the kind and amount of securities, cash and other property
          receivable by the Holder upon settlement of each Purchase Contract
          pursuant to Section 5.6(b);

              (iv)  a statement to the effect that all or a portion of the
          Purchase Price payable by the Holder to settle the Purchase Contract
          will be offset against the amount of cash so receivable upon exercise
          of Merger Early Settlement, as applicable; and

              (v)   the instructions a Holder must follow to exercise the Merger
          Early Settlement right.

          (b) To exercise a Merger Early Settlement right, a Holder shall
     deliver to the Agent at the Corporate Trust Office on or before 5:00 p.m.,
     New York City time on the date specified in the notice the Certificate(s)
     evidencing the Units

                                       55
<PAGE>

     with respect to which the Merger Early Settlement right is being exercised
     duly endorsed for transfer to the Company or in blank with the form of
     Election to Settle Early on the reverse thereof duly completed and
     accompanied by payment payable to the Company in immediately available
     funds in an amount equal to the Early Settlement Amount less the amount of
     cash that otherwise would be deliverable by the Company or its successor
     upon settlement of the Purchase Contract in lieu of Common Stock pursuant
     to Section 5.6(b) and as described in the notice to Holders (the "Merger
     Early Settlement Amount").

          (c) On the Merger Early Settlement Date, the Company shall deliver or
     cause to be delivered (i) the net cash, securities and other property to be
     received by such exercising Holder, equal to the Settlement Rate as
     adjusted pursuant to Section 5.6, in respect of the number of Purchase
     Contracts for which such Merger Early Settlement right was exercised, and
     (ii) the related Pledged Capital Securities or Pledged Treasury
     Consideration, in the case of Normal Units, or Pledged Treasury Securities,
     in the case of Stripped Units, to be released from the Pledge by the
     Collateral Agent and transferred, in each case, to the Agent for delivery
     to the Holder thereof or its designee. In the event a Merger Early
     Settlement right shall be exercised by a Holder in accordance with the
     terms hereof, all references herein to Stock Purchase Date shall be deemed
     to refer to such Merger Early Settlement Date.

          (d) Upon Merger Early Settlement of any Purchase Contracts, and
     subject to receipt of such net cash, securities or other property from the
     Company and the Pledged Capital Securities, Pledged Treasury Consideration
     or Pledged Treasury Securities, as the case may be, from the Collateral
     Agent, as applicable, the Agent shall, in accordance with the instructions
     provided by the Holder thereof on the applicable form of Election to Settle
     Early on the reverse of the Certificate evidencing the related Units, (i)
     transfer to the Holder the Pledged Capital Securities, Pledged Treasury
     Consideration or Pledged Treasury Securities, as the case may be, forming a
     part of such Units, and (ii) deliver to the Holder such net cash,
     securities or other property issuable upon such Merger Early Settlement
     together with payment in lieu of any fraction of a share, as provided in
     Section 5.12.

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

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          SECTION 5.11 CHARGES AND TAXES.

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

          SECTION 5.12 NO FRACTIONAL SHARES.

          No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Stock Purchase Date or
upon Early Settlement or Merger Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Purchase Contracts on the
applicable Settlement Date or upon Early Settlement or Merger Early Settlement,
the Company, through the Agent, shall make a cash payment in respect of such
fractional shares in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Agent from time
to time with sufficient funds to permit the Agent to make all cash payments
required by this Section 5.12 in a timely manner.

                                   ARTICLE VI

                                    REMEDIES

          SECTION 6.1  UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE COMMON STOCK.

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

          (a)   subject to the right of the Company to defer payment thereof
     pursuant to Section 5.3, and to the forfeiture of any Deferred Contract Fee
     Payments upon Early Settlement pursuant to Section 5.9 or  upon Merger
     Early Settlement pursuant to Section 5.10 or upon the occurrence of a
     Termination

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<PAGE>

     Event, to receive payment of each installment of the Contract Fee Payments,
     if any, with respect to the Purchase Contract constituting a part of such
     Unit on the respective Payment Date for such Unit, and

          (b)  to purchase Common Stock pursuant to the Purchase Contract
     constituting a part of such Unit and to institute suit for the enforcement
     of any such right to purchase Common Stock, and such rights shall not be
     impaired without the consent of such Holder.

          SECTION 6.2  RESTORATION OF RIGHTS AND REMEDIES.

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

          SECTION 6.3  RIGHTS AND REMEDIES CUMULATIVE.

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

          SECTION 6.4  DELAY OR OMISSION NOT WAIVER.

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

          SECTION 6.5  UNDERTAKING FOR COSTS.

          All parties to this Agreement agree, and each Holder of a Unit, by its
acceptance of such Unit shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Agreement, or in any suit against the Agent for any action taken,
suffered or omitted by it as Agent, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the

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<PAGE>

merits and good faith of the claims or defenses made by such party litigant;
provided that the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Agent, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% of the Outstanding Securities, or to any suit instituted by any Holder
for the enforcement of distributions on any Capital Securities on any Purchase
Contract on or after the respective Payment Date therefor in respect of any Unit
held by such Holder, or for enforcement of the right to purchase shares of
Common Stock under the Purchase Contract constituting part of any Unit held by
such Holder.

          SECTION 6.6  WAIVER OF STAY OR EXTENSION LAWS.

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

                                  ARTICLE VII

                                   THE AGENT

          SECTION 7.1  CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  (i)  The Agent undertakes to perform, with respect to the Units
     and Separate Capital 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 against
     the Agent; and

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

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

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<PAGE>

               (i)    this paragraph (b) shall not be construed to limit the
          effect of paragraph (a) of this Section;

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

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

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

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

          SECTION 7.2  NOTICE OF DEFAULT.

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

          SECTION 7.3  CERTAIN RIGHTS OF AGENT.

          Subject to the provisions of Section 7.1:

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

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

          (c)  whenever in the administration of this Agreement the Agent shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Agent (unless other
     evidence be herein

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<PAGE>

     specifically prescribed) may, in the absence of bad faith on its part, rely
     upon an Officer's Certificate of the Company;

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

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

          (f)  the Agent may execute any of the powers hereunder or perform any
     duties hereunder either directly or by or through agents or attorneys or an
     Affiliate of the Agent.

          SECTION 7.4  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF UNITS.

          The recitals contained herein and in the Certificates shall be taken
as the statements of the Company and the Agent assumes no responsibility for
their accuracy. The Agent makes no representations as to the validity or
sufficiency of either this Agreement or of the Units, or of the Pledge Agreement
or the Pledge. The Agent shall not be accountable for the use or application by
the Company of the proceeds in respect of the Purchase Contracts. In no event
shall the Agent be responsible for the preparation or filing of any financing or
continuation statements in the appropriate jurisdictions or responsible for
maintenance or perfection of any security interest granted by it under the
Pledge Agreement.

          SECTION 7.5  MAY HOLD UNITS.

          Any Registrar or any other agent of the Company, or the Agent and its
Affiliates, in their individual or any other capacity, may become the owner or
pledgee of Units and may otherwise deal with the Company, the Collateral Agent
or any other Person with the same rights it would have if it were not Registrar
or such other agent, or the Agent. The parties to this Agreement hereby agree
that the same Person may act as Agent hereunder and as Collateral Agent under
the Pledge Agreement.

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<PAGE>

          SECTION 7.6  MONEY HELD IN CUSTODY.

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

          SECTION 7.7  COMPENSATION AND REIMBURSEMENT.

          The Company agrees:

          (a)  to pay to the Agent from time to time such compensation for all
     services rendered by it hereunder as shall be agreed in writing between the
     Company and the Agent;

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

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

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

          SECTION 7.8  CORPORATE AGENT REQUIRED; ELIGIBILITY.

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

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<PAGE>

any time the Agent shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

          SECTION 7.9  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

          (d)  If at any time:

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

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

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

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

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<PAGE>

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

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

          SECTION 7.10  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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

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

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

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<PAGE>

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

          SECTION 7.12  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

          SECTION 7.13  NO OBLIGATIONS OF AGENT.

          Except to the extent otherwise provided in this Agreement, the Agent
assumes no obligation and shall not be subject to any liability under this
Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Unit thereunder. The Company agrees, and each
Holder of a Certificate, by such Holder's acceptance thereof, shall be deemed to
have agreed, that the Agent's execution of the Certificates on behalf of the
Holders shall be solely as agent and attorney-in-fact for the Holders, and that
the Agent shall have no obligation to perform such Purchase Contracts on behalf
of the Holders, except to the extent expressly provided in Article Five.

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<PAGE>

          SECTION 7.14  TAX COMPLIANCE.

          (a)  The Agent, on its own behalf and on behalf of the Company, will
     comply with all applicable certification, information reporting and
     withholding (including "backup" withholding) requirements imposed on it as
     paying agent by applicable tax laws, regulations or administrative practice
     with respect to any payments made with respect to the Units. Such
     compliance shall include, without limitation, the preparation and timely
     filing of required returns and the timely payment of all amounts required
     to be withheld to the appropriate taxing authority or its designated agent.

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

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

                                  ARTICLE VIII

                            SUPPLEMENTAL AGREEMENTS

          SECTION 8.1  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.

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

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

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

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

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<PAGE>

          (d)  to make provision with respect to the rights of Holders pursuant
     to the requirements of Section 5.6(b) or 5.10; or

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

          SECTION 8.2  SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

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

               (1)  change any Payment Date;

               (2)  change the amount or the type of Collateral required to be
          Pledged to secure a Holder's obligations under the Purchase Contract,
          impair the right of the Holder of any Purchase Contract to receive
          distributions on the related Collateral (except for the rights of
          Holders of Normal Units to substitute the Treasury Securities for the
          Pledged Capital Securities or Pledged Treasury Consideration or the
          rights of holders of Stripped Units to substitute Capital Securities
          or appropriate Treasury Consideration for the Pledged Treasury
          Securities) or otherwise materially adversely affect the Holder's
          rights in or to such Collateral;

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

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

               (5)  reduce the number of shares of Common Stock to be purchased
          pursuant to any Purchase Contract, increase the price to purchase
          shares of Common Stock upon settlement of any Purchase

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<PAGE>

          Contract, change the Stock Purchase Date or otherwise materially
          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 Normal Units or the Stripped Units, then only the
     affected class of Holder as of the record date for the Holders entitled to
     vote thereon will be entitled to vote on such amendment or proposal, and
     such amendment or proposal shall not be effective except with the consent
     of Holders of not less than a majority or 100% of such class, as the case
     may be.

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

          SECTION 8.3  EXECUTION OF SUPPLEMENTAL AGREEMENTS.

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

          SECTION 8.4  EFFECT OF SUPPLEMENTAL AGREEMENTS.

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

          SECTION 8.5  REFERENCE TO SUPPLEMENTAL AGREEMENTS.

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

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<PAGE>

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

                                   ARTICLE IX

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          SECTION 9.1  COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY
PROPERTY EXCEPT UNDER CERTAIN CONDITIONS.

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

          Notwithstanding anything herein to the contrary, a direct or indirect
wholly-owned subsidiary of the Company to whom the Company has sold, assigned,
transferred, leased or conveyed all or substantially all of its properties and
assets shall be required to expressly assume by a supplemental agreement,
executed and delivered to the Agent, in form satisfactory to the Agent, all the
obligations of the Company under Section 7.7.

          SECTION 9.2  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

          (a)  In case of any such consolidation, merger, sale, assignment,
     transfer, lease or conveyance and upon any such assumption by a successor
     corporation in accordance with Section 9.1, such successor corporation
     shall succeed to and be substituted for the Company with the same effect as
     if it had been named herein as the Company but, in the case of a sale,
     assignment, transfer, lease or conveyance of all or substantially all of
     the properties and assets of the Company, the predecessor Company will not
     be released from its obligation to pay the Contract Fee Payments. Such
     successor corporation thereupon may cause

                                       69
<PAGE>

     to be signed, and may issue either in its own name or in the name of the
     Company, any or all of the Certificates evidencing Units issuable hereunder
     which theretofore shall not have been signed by the Company and delivered
     to the Agent; and, upon the order of such successor corporation, instead of
     the Company, and subject to all the terms, conditions and limitations in
     this Agreement prescribed, the Agent shall authenticate and execute on
     behalf of the Holders and deliver any Certificates which previously shall
     have been signed and delivered by the officers of the Company to the Agent
     for authentication and execution, and any Certificate evidencing Units
     which such successor corporation thereafter shall cause to be signed and
     delivered to the Agent for that purpose. All the Certificates so issued
     shall in all respects have the same legal rank and benefit under this
     Agreement as the Certificates theretofore or thereafter issued in
     accordance with the terms of this Agreement as though all of such
     Certificates had been issued at the date of the execution hereof.

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

          SECTION 9.3  OPINION OF COUNSEL GIVEN TO AGENT.

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

                                   ARTICLE X

                                   COVENANTS

          SECTION 10.1  PERFORMANCE UNDER PURCHASE CONTRACTS.

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

          SECTION 10.2  MAINTENANCE OF OFFICE OR AGENCY.

          (a)  The Company will maintain in the Borough of Manhattan, The City
     of New York an office or agency where Certificates may be presented or
     surrendered for acquisition of shares of Common Stock upon settlement of
     the Purchase Contracts on any Settlement Date and for transfer of
     Collateral upon occurrence of a Termination Event, where Certificates may
     be surrendered for

                                       70
<PAGE>

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

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

          SECTION 10.3  COMPANY TO RESERVE COMMON STOCK.

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

          SECTION 10.4  COVENANTS AS TO COMMON STOCK.

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

          SECTION 10.5  STATEMENTS OF OFFICER OF THE COMPANY AS TO DEFAULT.

          The Company will deliver to the Agent, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officer's
Certificate, stating whether or not to the best knowledge of the signer thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions

                                       71
<PAGE>

hereof, and if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which such Officer may have knowledge.

                                       72
<PAGE>

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

                              PRUDENTIAL FINANCIAL, INC.


                              By:______________________________
                                 Name:
                                 Title:

                              JPMORGAN CHASE BANK,
                              as Purchase Contract Agent


                              By:______________________________
                                 Name:
                                 Title:
<PAGE>

                                   EXHIBIT A
                       FORM OF NORMAL UNITS CERTIFICATE

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

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

                   (Form of Face of Normal Units Certificate)

No.__________________                     CUSIP No. ___
Number of Normal Units____________


          This Normal Units Certificate certifies that [FOR INCLUSION IN GLOBAL
CERTIFICATES ONLY - Cede & Co.] is the registered Holder of the number of Normal
Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or such other
number of Normal Units reflected in the Schedule of Increases or Decreases in
Global Certificate attached hereto]. Each Normal Unit represents (i) either (a)
beneficial ownership by the Holder of one ___ % Capital Security (the "Capital
Security") of Prudential Financial Capital Trust I, a Delaware statutory
business trust (the "Trust"), having a stated liquidation amount of $50, subject
to the Pledge of such Capital Security by such Holder pursuant to the Pledge
Agreement, or (b) if the Capital Security has been remarketed by the Remarketing
Agent (or if the Holder has elected not to have the Capital Security remarketed
by delivering the appropriate Treasury Consideration specified by the
Remarketing Agent), the appropriate Treasury Consideration, subject to the
Pledge of such Treasury Consideration by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with Prudential Financial, Inc., a New Jersey corporation (the
"Company"). All capitalized terms used herein which are defined in the Purchase
Contract Agreement have the meaning set forth therein.


                                      A-1
<PAGE>

          Pursuant to the Pledge Agreement, the Capital Security or the
appropriate Treasury Consideration, as the case may be, constituting part of
each Normal Unit evidenced hereby has been pledged to the Collateral Agent, for
the benefit of the Company, to secure the obligations of the Holder under the
Purchase Contract comprising a part of such Normal Unit.

          The Pledge Agreement provides that all payments in respect of the
Pledged Capital Securities or Pledged Treasury Consideration received by the
Collateral Agent shall be paid by the Collateral Agent by wire transfer in same
day funds (i) in the case of (A) quarterly cash distributions on Normal Units
which include Pledged Capital Securities or Pledged Treasury Consideration and
(B) any payments of the Capital Securities or Treasury Consideration, as the
case may be, that have been released from the Pledge pursuant to the Pledge
Agreement, to the Agent to the account designated by the Agent, no later than
10:00 a.m., New York City time, on the Business Day such payment is received by
the Collateral Agent (provided that in the event such payment is received by the
Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New
York City time, on a Business Day, then such payment shall be made no later than
9:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in
the case of payments in respect of any Pledged Capital Securities or Pledged
Treasury Consideration, as the case may be, to be paid upon settlement of such
Holder's obligations to purchase Common Stock under the Purchase Contract, to
the Company on the Stock Purchase Date (as defined herein) in accordance with
the terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Normal Units of which such Pledged Capital
Securities or Pledged Treasury Consideration, as the case may be, are a part
under the Purchase Contracts forming a part of such Normal Units. Quarterly
distributions on Normal Units which include Pledged Capital Securities or
Pledged Treasury Consideration, as the case may be, which are payable quarterly
in arrears on ___, ___, ___, and ___ each year, commencing ___, 2002 (a "Payment
Date"), shall, subject to receipt thereof by the Agent from the Collateral
Agent, be paid to the Person in whose name this Normal Units Certificate (or a
Predecessor Normal Units Certificate) is registered at the close of business on
the Record Date for such Payment Date.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on ___, 2004 (the
"Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a number
of shares of Common Stock, $0.01 par value per share ("Common Stock"), of the
Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase
Date there shall have occurred a Termination Event or an Early Settlement or
Merger Early Settlement with respect to the Normal Units of which such Purchase
Contract is a part, all as provided in the Purchase Contract Agreement and more
fully described on the reverse hereof. The Purchase Price (as defined herein)
for the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date
by application of payments received in respect of the Pledged Capital


                                      A-2
<PAGE>

Securities or the Pledged Treasury Consideration, as the case may be, pledged to
secure the obligations of the Holder under such Purchase Contract.

          Distributions on the Capital Securities or payments on the appropriate
Treasury Consideration, as the case may be, will be payable at the office of the
Agent in The City of New York or, at the option of the Company, by check mailed
to the address of the Person entitled thereto as such address appears on the
Normal Units Register or by wire transfer in immediately available funds to the
bank account designated to the Agent by such Person in writing at least five
Business Days prior to the applicable Payment Date and entered on the Normal
Units Register.

          The Company shall pay on each Payment Date in respect of each Purchase
Contract forming part of a Normal Unit evidenced hereby an amount (the "Contract
Fee Payments") equal to ___% per year of the Stated Amount, computed on the
basis of a 360-day year of 12 30 day months, subject to deferral at the option
of the Company as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof (provided that if on any date on which Contract
Fee Payments are to be made on the Purchase Contracts is not a Business Day,
then payment of  the Contract Fee Payments payable on that date will be made on
the next succeeding day which is a Business Day, and no interest or payment will
be paid in respect of the delay, except that if such next succeeding Business
Day is in the next succeeding calendar month or calendar year, as applicable,
such payment will be made on the immediately preceding Business Day).  Such
Contract Fee Payments shall be payable to the Person in whose name this Normal
Units Certificate (or a Predecessor Normal Units Certificate) is registered at
the close of business on the Record Date for such Payment Date.

          Contract Fee Payments will be payable at the office of the Agent in
The City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address appears on the Normal
Units Register or by wire transfer in immediately available funds to the bank
account designated to the Agent by such Person in writing at least five Business
Days prior to the applicable Payment Date and entered on the Normal Units
Register.

          All payments with respect to the Normal Units shall be payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts.

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

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

                                      A-3
<PAGE>

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

                              PRUDENTIAL FINANCIAL, INC.


                              By: ______________________________
                                  Name:
                                  Title:

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

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

                              By: __________________________________
                                  Authorized Officer


                                      A-4
<PAGE>

                     AGENT'S CERTIFICATE OF AUTHENTICATION

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

                             JPMORGAN CHASE BANK,
                             as Purchase Contract Agent


Dated:                       By:__________________________________
                             Authorized Officer


                                      A-5
<PAGE>

                 (FORM OF REVERSE OF NORMAL UNITS CERTIFICATE)

          Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of ___, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and JPMorgan Chase
Bank, as Purchase Contract Agent (including its successors thereunder, herein
called the "Agent"), to which Purchase Contract Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Agent, the Company, and the Holders and of the terms upon which the Normal
Units Certificates are, and are to be, executed and delivered.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $50 (the "Purchase Price"), a number of shares
of Common Stock of the Company equal to the Settlement Rate, unless, on or prior
to the Stock Purchase Date, there shall have occurred a Termination Event or an
Early Settlement or Merger Early Settlement with respect to the Unit of which
such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is equal to or greater than $___ (the
"Threshold Appreciation Price"), ___ shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $___, the number of shares of Common
Stock per Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than $___, ___
shares of Common Stock per Purchase Contract, in each case subject to adjustment
as provided in the Purchase Contract Agreement. No fractional shares of Common
Stock will be issued upon settlement of Purchase Contracts, as provided in the
Purchase Contract Agreement.

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

          The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.


                                      A-6
<PAGE>

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

          Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Normal Units Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby (i) by effecting an Early Settlement or Merger Early Settlement, (ii) by
application of payments received in respect of the Pledged Treasury
Consideration acquired from the proceeds of a remarketing of the related Pledged
Capital Securities underlying the Normal Units represented by this Normal Units
Certificate or (iii) if the Holder has elected not to participate in the
remarketing, by application of payments received in respect of the Pledged
Treasury Consideration deposited by such Holder in respect of such Purchase
Contract. If, as provided in the Purchase Contract Agreement, upon the
occurrence of the Last Failed Remarketing, the Collateral Agent, for the benefit
of the Company, exercises its rights as a secured creditor with respect to the
Pledged Capital Securities related to this Normal Units Certificate, any
accumulated and unpaid distributions on such Pledged Capital Securities will
become payable by the Company to the Holder of this Normal Units Certificate in
the manner provided for in the Purchase Contract Agreement.

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

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

                                      A-7
<PAGE>

received. In the absence of specific instructions from the Holder of a Normal
Unit, the Agent shall abstain from voting the Pledged Capital Security evidenced
by such Normal Unit.

          Upon a voluntary or involuntary dissolution of the Trust, a principal
amount of the Debentures constituting the assets of the Trust and underlying the
Pledged Capital Securities equal to the aggregate Stated Amount of the Pledged
Capital Securities shall be delivered to the Collateral Agent in exchange for
Pledged Capital Securities. Thereafter, the Debentures shall be held by the
Collateral Agent to secure the obligations of each Holder of Normal Units to
purchase shares of Common Stock under the Purchase Contracts constituting a part
of such Normal Units. Following a voluntary or involuntary dissolution of the
Trust, the Holders and the Collateral Agent shall have such security interests,
rights and obligations with respect to the Debentures as the Holders and the
Collateral Agent had in respect of the Pledged Capital Securities, and any
reference in the Purchase Contract Agreement or Pledge Agreement to the Capital
Securities or Pledged Capital Securities shall be deemed to be a reference to
the Debentures.

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

          A Holder of Stripped Units may reestablish Normal Units by delivering
to the Collateral Agent Capital Securities or the appropriate Treasury
Consideration in exchange for the release of the Pledged Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

                                      A-8
<PAGE>

          Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Fee Payments, if any, payable in respect of each
Purchase Contract to the Person in whose name the Normal Units Certificate
evidencing such Purchase Contract is registered at the close of business on the
Record Date for such Payment Date.  Contract Fee Payments, if any, will be
payable at the office of the Agent in the City of New York or, at the option of
the Company, by check mailed to the address of the Person entitled thereto at
such address as it appears on the Normal Units Register or by wire transfer in
immediately available funds to the bank account designated to the Agent by such
Person in writing at least five Business Days prior to the applicable Payment
Date and entered on the Normal Units Register.

          The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract Fee Payments
otherwise payable on any Payment Date, but only if the Company shall give the
Holders and the Agent written notice of its election to defer Contract Fee
Payments as provided in the Purchase Contract Agreement. Any Contract Fee
Payments so deferred shall, to the extent permitted by law, bear additional
Contract Fee Payments thereon at the rate of __% [Insert sum of purchase
contract rate and applicable capital securities rate.] per year (computed on the
basis of a 360-day year of 12 30 day months), compounding on each succeeding
Payment Date, until paid in full (such deferred installments of Contract Fee
Payments, if any, together with the additional Contract Fee Payments, if any,
accrued thereon, are referred to herein as the "Deferred Contract Fee
Payments"). Deferred Contract Fee Payments, if any, shall be due on the next
succeeding Payment Date except to the extent that payment is deferred pursuant
to the Purchase Contract Agreement. No Contract Fee Payments may be deferred to
a date that is after the Stock Purchase Date and no such deferral period may end
other than on a Payment Date.

          In the event that the Company elects to defer the payment of Contract
Fee Payments on the Purchase Contracts until a Payment Date prior to the Stock
Purchase Date, then all Deferred Contract Fee Payments, if any, shall be payable
to the registered Holders as of the close of business on the Record Date
immediately preceding such Payment Date.

          In the event that the Company elects to defer the payment of Contract
Fee Payments on the Purchase Contracts until the Stock Purchase Date, the Holder
of this Normal Units Certificate will receive on the Stock Purchase Date, in
lieu of a cash payment, a number of shares of Common Stock (in addition to the
number of shares of Common Stock equal to the Settlement Rate) equal to (i) the
aggregate amount of Deferred Contract Fee Payments payable to the Holder of this
Normal Units Certificate divided by (ii) the Applicable Market Value.

          In the event the Company exercises its option to defer the payment of
Contract Fee Payments, then, until the Deferred Contract Fee Payments have been
paid, the Company shall not (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's Capital Stock, (ii) make any payment of principal, interest
or premium, if any, on or

                                      A-9
<PAGE>

repay or repurchase or redeem or make any other payment in respect of any debt
securities of the Company that rank pari passu with or junior in interest to the
Debentures or (iii) make any guarantee payments with respect to any guarantee by
the Company of the debt securities of any subsidiary of the Company if such
guarantee ranks pari passu with or junior in interest to the Debentures.
Restrictions referred to in clauses (i) through (iii) of this paragraph shall
not apply to: (A) dividends or distributions in shares of, or warrants or rights
to subscribe for or purchase shares of, the Company's Capital Stock, (B) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock, other securities, cash or
other assets, under any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto, (C) payments under any guarantee, (D) as a
result of a reclassification of the Company's Capital Stock or the exchange or
conversion of one class or series of the Company's Capital Stock for another
class or series of the Company's Capital Stock, (E) the purchase of fractional
interests in shares of the Company's Capital Stock pursuant to the conversion or
exchange provisions of such Capital Stock or the security being converted or
exchanged or (F) purchases or acquisitions of shares of the Common Stock in
connection with the satisfaction by the Company of its obligations under any
employee benefit plan or any other contractual obligation of the Company (other
than a contractual obligation ranking expressly by its terms pari passu with or
junior in interest to the Debentures).

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

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

          The Holder of this Normal Units Certificate, by its acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming

                                     A-10
<PAGE>

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

          Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Capital Securities, Treasury Consideration or
Treasury Securities, as the case may be, and (ii) the Debentures as indebtedness
of the Company, in each case, for United States federal, state and local income
and franchise tax purposes.

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

          The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its principles of conflicts of laws.

          The Company, the Agent and its Affiliates and any agent of the Company
or the Agent may treat the Person in whose name this Normal Units Certificate is
registered as the owner of the Normal Units evidenced hereby for the purpose of
receiving payments of distributions payable quarterly on the Capital Securities
or the Treasury Consideration, as the case may be, receiving payments of
Contract Fee Payments, if any, and any Deferred Contract Fee Payments,
performance of the Purchase Contracts and for all other purposes whatsoever
(subject to Section 4.1(a) and 5.2(a) of the Purchase Contract Agreement,
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and neither the Company, the Agent, such Affiliates
nor any such agent shall be affected by notice to the contrary.

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

                                     A-11
<PAGE>

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

                                     A-12
<PAGE>

                                 ABBREVIATIONS

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

TEN COM -                  as tenants in common

UNIF GIFT MIN ACT -        Custodian

                           ________________________________
                           (cust)                   (minor)


                           Under Uniform Gifts to Minors Act

                           ________________________________
                                    (State)

TEN ENT -                  as tenants by the entireties

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


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

                                     A-13
<PAGE>

                                  ASSIGNMENT

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

________________________________________________________________________________


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



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

the within Normal Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing _____________________attorney to
transfer said Normal Units Certificates on the books of Prudential Financial,
Inc. with full power of substitution in the premises.

Dated:_________________      Signature:_______________________________________


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

Signature Guarantee:____________________________________________________________


                                     A-14
<PAGE>

                            SETTLEMENT INSTRUCTIONS

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


Dated:________________________            Signature:_______________________
                                          Signature Guarantee:_____________
                                          (if assigned to another person)

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

_____________________________________     ______________________________________
                 Name                                      Name


_____________________________________     ______________________________________
               Address                                    Address


Social Security or other Taxpayer Identification Number, if any

                                     A-15
<PAGE>

                           ELECTION TO SETTLE EARLY

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


Dated: _____________                        Signature:__________________________
                                            Signature Guarantee:________________


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


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


_____________________________________     ______________________________________
                 Name                                      Name


_____________________________________     ______________________________________
               Address                                    Address


Social Security or other Taxpayer Identification Number, if any


Transfer instructions for Pledged Capital Securities, or Pledged Treasury
Consideration, as the case may be, transferable upon Early Settlement or a
Termination Event:

                                     A-16
<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

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


</TABLE>

                                     A-17
<PAGE>

                                   EXHIBIT B
                      FORM OF STRIPPED UNITS CERTIFICATE

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

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

                 (Form of Face of Stripped Units Certificate)


No.                                     CUSIP No.  ___
Number of Stripped Units

          This Stripped Units Certificate certifies that [FOR INCLUSION IN
GLOBAL CERTIFICATES - Cede & Co.] is the registered Holder of the number of
Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or
such other number of Stripped Units reflected in the Schedule of Increases or
Decreases in Global Certificate attached hereto]. Each Stripped Unit represents
(i) a 1/20 undivided beneficial ownership interest in a Treasury Security,
subject to the Pledge of such interest in such Treasury Security by such Holder
pursuant to the Pledge Agreement, and (ii) the rights and obligations of the
Holder under one Purchase Contract with Prudential Financial, Inc., a Delaware
corporation (the "Company"). All capitalized terms used herein which are defined
in the Purchase Contract Agreement have the meaning set forth therein.

          Pursuant to the Pledge Agreement, the Treasury Security constituting
part of each Stripped Unit evidenced hereby has been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a part of such Stripped Unit.

                                      B-1
<PAGE>

          Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004
(the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a
number of shares of Common Stock, $0.01 par value per share ("Common Stock"), of
the Company, equal to the Settlement Rate, unless on or prior to the Stock
Purchase Date there shall have occurred a Termination Event or an Early
Settlement or Merger Early Settlement with respect to the Stripped Units of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The Purchase Price (as
defined herein) for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Stock Purchase Date by application of payments received in respect of the
Pledged Treasury Securities pledged to secure the obligations under such
Purchase Contract in accordance with the terms of the Pledge Agreement.

          The Company shall pay on each Payment Date in respect of each Purchase
Contract forming part of a Stripped Unit evidenced hereby an amount (the
"Contract Fee Payments") equal to ___% per year of the Stated Amount, computed
on the basis of a 360-day year of 12 30 day months, subject to deferral at the
option of the Company as provided in the Purchase Contract Agreement and more
fully described on the reverse hereof (provided that if any date on which
Contract Fee Payments are to be made on the Purchase Contracts is not a Business
Day, then payment of  the Contract Fee Payments payable on that date will be
made on the next succeeding day which is a Business Day, and no interest or
payment will be paid in respect of the delay, except that if such next
succeeding Business Day is in the next succeeding calendar month or calendar
year, as applicable, such payment will be made on the immediately preceding
Business Day). Such Contract Fee Payments shall be payable to the Person in
whose name this Stripped Units Certificate (or a Predecessor Stripped Units
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

          Contract Fee Payments will be payable at the office of the Agent in
the City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address appears on the Stripped
Units Register or by wire transfer in immediately available funds to an account
designated to the Agent by such Person in writing at least five Business Days
prior to the applicable Payment Date and entered on the Stripped Units Register.

          All payments with respect to the Stripped Units shall be payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

          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.

                                      B-2
<PAGE>

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

                                      B-3
<PAGE>

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

                                       PRUDENTIAL FINANCIAL, INC.



                                       By: ____________________________________
                                           Name:
                                           Title:



                                       By: ____________________________________
                                           Name:
                                           Title:

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

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

                                       By: ___________________________________
                                           Authorized Officer

                                      B-4
<PAGE>

                     AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK,
                                        as Purchase Contract Agent




Dated:                                  By:_______________________________
                                            Authorized Officer

                                      B-5
<PAGE>

                (FORM OF REVERSE OF STRIPPED UNITS CERTIFICATE)

          Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of ___, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and JPMorgan Chase
Bank, as Purchase Contract Agent (including its successors thereunder, herein
called the "Agent"), to which the Purchase Contract Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Agent, the Company and the Holders and of the terms upon which the Stripped
Units Certificates are, and are to be, executed and delivered.

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

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

          The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

                                      B-6
<PAGE>

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

          Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Stripped Units Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby (i) by effecting an Early Settlement or Merger Early Settlement or (ii)
by application of payments received in respect of the Pledged Treasury
Securities underlying the Stripped Units represented by this Stripped Units
Certificate.

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

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

                                      B-7
<PAGE>

          Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Fee Payments, payable in respect of each
Purchase Contract to the Person in whose name the Stripped Units Certificate
evidencing such Purchase Contract is registered at the close of business on the
Record Date for such Payment Date.  Contract Fee Payments, if any, will be
payable at the office of the Agent in the City of New York or, at the option of
the Company, by check mailed to the address of the Person entitled thereto at
such address as it appears on the Stripped Units Register or by wire transfer in
immediately available funds to an account designated to the Agent by such Person
in writing at least five Business Days prior to the applicable Payment Date and
entered on the Stripped Units Register.

          The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract Fee Payments
otherwise payable on any Payment Date, but only if the Company shall give the
Holders and the Agent written notice of its election to defer Contract Fee
Payments as provided in the Purchase Contract Agreement. Any Contract Fee
Payments so deferred shall, to the extent permitted by law, bear additional
Contract Fee Payments thereon at the rate of __%[Insert sum of purchase contract
rate and applicable capital securities rate] per year (computed on the basis of
a 360-day year of 12 30 day months), compounding on each succeeding Payment
Date, until paid in full (such deferred installments of Contract Fee Payments,
if any, together with the additional Contract Fee Payments accrued thereon, are
referred to herein as the "Deferred Contract Fee Payments"). Deferred Contract
Fee Payments, if any, shall be due on the next succeeding Payment Date except to
the extent that payment is deferred pursuant to the Purchase Contract Agreement.
No Contract Fee Payments may be deferred to a date that is after the Stock
Purchase Date and no such deferral period may end other than on a Payment Date.

          In the event that the Company elects to defer the payment of Contract
Fee Payments on the Purchase Contracts until a Payment Date prior to the Stock
Purchase Date, then all Deferred Contract Fee Payments, if any, shall be payable
to the registered Holders as of the close of business on the Record Date
immediately preceding such Payment Date.

          In the event that the Company elects to defer the payment of Contract
Fee Payments on the Purchase Contracts until the Stock Purchase Date, the Holder
of this Stripped Units Certificate will receive on the Stock Purchase Date, in
lieu of a cash payment, a number of shares of Common Stock (in addition to the
number of shares of Common Stock equal to the Settlement Rate) equal to (i) the
aggregate amount of Deferred Contract Fee Payments payable to the Holder of this
Stripped Units Certificate divided by (ii) the Applicable Market Value.

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

                                      B-8
<PAGE>

Capital Stock, (ii) make any payment of principal, interest or premium, if any,
on or repay or repurchase or redeem or make any other payment in respect of any
debt securities of the Company that rank pari passu with or junior in interest
to the Debentures or (iii) make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks pari passu with or junior in interest to the Debentures.
Restrictions referred to in clauses (i) through (iii) of this paragraph shall
not apply to: (A) dividends or distributions in shares of, or warrants or rights
to subscribe for or purchase shares of, the Company's Capital Stock, (B) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock, other securities, cash or
other assets, under any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto, (C) payments under any guarantee, (D) as a
result of a reclassification of the Company's Capital Stock or the exchange or
conversion of one class or series of the Company's Capital Stock for another
class or series of the Company's Capital Stock, (E) the purchase of fractional
interests in shares of the Company's Capital Stock pursuant to the conversion or
exchange provisions of such Capital Stock or the security being converted or
exchanged or (F) purchases or acquisitions of shares of the Common Stock in
connection with the satisfaction by the Company of its obligations under any
employee benefit plan or any other contractual obligation of the Company (other
than a contractual obligation ranking expressly by its terms pari passu with or
junior in interest to the Debentures).

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

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

                                      B-9
<PAGE>

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

          Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Capital Securities, Treasury Consideration or
Treasury Securities, as the case may be, and (ii) the Debentures as indebtedness
of the Company, in each case, for United States federal, state and local income
and franchise tax purposes.

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

          The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its principles of conflicts of laws.

          The Company, the Agent and its Affiliates and any agent of the Company
or the Agent may treat the Person in whose name this Stripped Units Certificate
is registered as the owner of the Stripped Units evidenced hereby for the
purpose of  receiving any Contract Fee Payments and any Deferred Contract Fee
Payments, performance of the Purchase Contracts and for all other purposes
whatsoever (subject to Section 5.2(a) of the Purchase Contract Agreement,
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and neither the Company, the Agent, such Affiliate,
nor any such agent shall be affected by notice to the contrary.

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

                                     B-10
<PAGE>

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

                                     B-11
<PAGE>

                                 ABBREVIATIONS

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

TEN COM -                    as tenants in common

UNIF GIFT MIN ACT -          Custodian

                             ______________________________________
                             (cust)                      (minor)

                             Under Uniform Gifts to Minors Act
                             ______________________________________
                                           (State)

TEN ENT -                    as tenants by the entireties

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

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

                                     B-12
<PAGE>

                                   ASSIGNMENT

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

________________________________________________________________________________
________________________________________________________________________________


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

________________________________________________________________________________
________________________________________________________________________________


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

the within Stripped Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing _________________________ attorney to
transfer said Stripped Units Certificates on the books of Prudential Financial,
Inc. with full power of substitution in the premises.

Dated: _________________________         Signature: ____________________________

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

Signature Guarantee: ___________________________________________________________

                                     B-13
<PAGE>

                            SETTLEMENT INSTRUCTIONS

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


Dated: _________________________         Signature: ____________________________
                                         Signature Guarantee: __________________
                                         (if assigned to another person)

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

_________________________________        _______________________________________
              Name                                        Name

_________________________________        _______________________________________
            Address                                     Address


Social Security or other Taxpayer
Identification Number, if any

                                      B-14
<PAGE>

                            ELECTION TO SETTLE EARLY

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

Dated: _________________________         Signature: ____________________________
                                         Signature Guarantee: __________________


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

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


_________________________________        _______________________________________
              Name                                        Name

_________________________________        _______________________________________
            Address                                     Address


Social Security or other Taxpayer
Identification Number, if any

Transfer instructions for Pledged Capital Securities, or Pledged Treasury
Consideration, as the case may be, 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>
                      Amount of Decrease     Amount of Increase    Stated Amount of the        Signature of
                      in Stated Amount of    in Stated Amount of    Global Certificate      Authorized Officer
                          the Global             the Global           Following Such       of Trustee or Units
       Date               Certificate            Certificate       Decrease or Increase         Custodian
----------------    ----------------------   -------------------  ----------------------   --------------------
<S>                  <C>                    <C>                    <C>                    <C>
</TABLE>

                                     B-16

<PAGE>

                                   EXHIBIT C

                  INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                                COLLATERAL AGENT

JPMorgan Chase Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Attn: Institutional Trust Services

     Re:  Equity Security Units of Prudential Financial, Inc. (the "Company"),
          and Prudential Financial Capital Trust I
          ----------------------------------------------------------------------

          We hereby notify you in accordance with Section [4.1] [4.2] of the
Pledge Agreement, dated as of ___, 2001 (the "Pledge Agreement"), among the
Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary,
and us, as Purchase Contract Agent and as attorney-in-fact for the holders of
[Normal Units] [Stripped Units] from time to time, that the holder of securities
listed below (the "Holder") has elected to substitute [$ _______ aggregate
principal amount of Treasury Securities (CUSIP No. _____)] [$_______ stated
liquidation amount of Capital Securities or $_______ principal amount of
Treasury Consideration, as the case may be,] in exchange for the related
[Pledged Capital Securities or Pledged Treasury Consideration (CUSIP No. ____),]
[Pledged Treasury Securities] held by you in accordance with the Pledge
Agreement and has delivered to us a notice stating that the Holder has
transferred [Treasury Securities] [Capital Securities or the appropriate
Treasury Consideration, as the case may be,] to you, as Collateral Agent. We
hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged
Capital Securities or Pledged Treasury Consideration, as the case may be], and
upon the payment by such Holder of any applicable fees, to release the [Capital
Securities or Treasury Consideration, as the case may be,] [Treasury Securities]
related to such [Normal Units] [Stripped Units] to us in accordance with the
Holder's instructions.

Date: _____________________________

                                          JPMORGAN CHASE BANK


                                          By: _________________________________
                                              Name:
                                              Title:

                                     C-1
<PAGE>

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

     Name

     Address

Social Security or other Taxpayer
Identification Number, if any

                                     C-2
<PAGE>

                                   EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

JPMorgan Chase Bank
450 West 33rd Street, 15th Floor
New York, New York  10001
Attention:  Institutional Trust Services

     Re:  Equity Security Units of Prudential Financial, Inc. (the "Company")
          and Prudential Financial Capital Trust I
          --------------------------------------------------------------------

          The undersigned Holder hereby notifies you that it has delivered to
___, as Collateral Agent, Custodial Agent and Securities Intermediary
[$_________ aggregate principal amount of Treasury Securities] [$_________
stated liquidation amount of Capital Securities or the appropriate Treasury
Consideration, as the case may be,] in exchange for the related [Pledged Capital
Securities or Pledged Treasury Consideration as the case may be,] [Pledged
Treasury Securities] held by the Collateral Agent, in accordance with Section
[4.1] [4.2] of the Pledge Agreement, dated ___________, 2001, among you, the
Company and the Collateral Agent. The undersigned Holder has paid the Collateral
Agent all applicable fees relating to such exchange. The undersigned Holder
hereby instructs you to instruct the Collateral Agent to release to you on
behalf of the undersigned Holder the [Pledged Capital Securities or Pledged
Treasury Consideration, as the case may be,] [Pledged Treasury Securities]
related to such [Normal Units] [Stripped Units].

Date: ____________________________

                                             By:________________________________

                                             Signature Guarantee:_______________


Please print name and address of
Registered Holder:

Name                                         Social Security or other Taxpayer
                                             Identification Number, if any

Address

                                     D-1