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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY





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                                  CINERGY CORP.



                                       and



                              THE BANK OF NEW YORK,

                           as Purchase Contract Agent



                           PURCHASE CONTRACT AGREEMENT



                          Dated as of December 18, 2001




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                                TABLE OF CONTENTS

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                                                                                              PAGETABLE OF CONTENTS

                                                                                                               PAGE

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ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS................................................1
         SECTION 1.01 Definitions.................................................................................1
         SECTION 1.02 Compliance Certificates and Opinions.......................................................10
         SECTION 1.03 Form of Documents Delivered to Purchase Contract Agent.....................................11
         SECTION 1.04 Acts of Holders; Record Dates..............................................................12
         SECTION 1.05 Notices....................................................................................13
         SECTION 1.06 Notice to Holders; Waiver..................................................................14
         SECTION 1.07 Effect of Headings and Table of Contents...................................................14
         SECTION 1.08 Successors and Assigns.....................................................................15
         SECTION 1.09 Separability Clause........................................................................15
         SECTION 1.10 Benefits of Agreement......................................................................15
         SECTION 1.11 Governing Law..............................................................................15
         SECTION 1.12 Legal Holidays.............................................................................15
         SECTION 1.13 Counterparts...............................................................................15
         SECTION 1.14 Inspection of Agreement....................................................................16
         SECTION 1.15 Appointment of Financial Institution as Agent for the Company..............................16
ARTICLE 2 CERTIFICATE FORMS......................................................................................16
         SECTION 2.01 Forms of Certificates Generally............................................................16
         SECTION 2.02 Form of Purchase Contract Agent's Certificate of Authentication............................17
ARTICLE 3 THE SECURITIES.........................................................................................17
         SECTION 3.01 Amount; Form and Denominations.............................................................17
         SECTION 3.02 Rights and Obligations Evidenced by the Certificates.......................................17
         SECTION 3.03 Execution, Authentication, Delivery and Dating.............................................18
         SECTION 3.04 Temporary Certificates.....................................................................19
         SECTION 3.05 Registration; Registration of Transfer and Exchange........................................19
         SECTION 3.06 Book-Entry Interests.......................................................................21
         SECTION 3.07 Notices to Holders.........................................................................21
         SECTION 3.08 Appointment of Successor Depositary........................................................22
         SECTION 3.09 Definitive Certificates....................................................................22
         SECTION 3.10 Mutilated, Destroyed, Lost and Stolen Certificates.........................................22
         SECTION 3.11 Persons Deemed Owners......................................................................23
         SECTION 3.12 Cancellation...............................................................................24
         SECTION 3.13 Creation of Growth PRIDES by Substitution of Treasury Securities...........................24
         SECTION 3.14 Reestablishment of Income PRIDES...........................................................26
         SECTION 3.15 Transfer of Collateral upon Occurrence of Termination Event................................27
         SECTION 3.16 No Consent to Assumption...................................................................28
ARTICLE 4 THE PREFERRED SECURITIES, NOTES AND APPLICABLE OWNERSHIP  INTEREST OF THE TREASURY PORTFOLIO...........28
         SECTION 4.01 Interest Payments; Rights to Interest Payments Preserved...................................28
         SECTION 4.02 Notice and Voting..........................................................................29


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         SECTION 4.03 Distribution of Notes; Tax Event Redemption................................................30
ARTICLE 5 THE PURCHASE CONTRACTS.................................................................................31
         SECTION 5.01 Purchase of Shares of Common Stock.........................................................31
         SECTION 5.02 Payment of Purchase Price..................................................................33
         SECTION 5.03 Issuance of Shares of Common Stock.........................................................38
         SECTION 5.04 Adjustment of Settlement Rate..............................................................39
         SECTION 5.05 Notice of Adjustments and Certain Other Events.............................................46
         SECTION 5.06 Termination Event; Notice..................................................................46
         SECTION 5.07 Early Settlement...........................................................................47
         SECTION 5.08 Intentionally Omitted......................................................................49
         SECTION 5.09 No Fractional Shares.......................................................................49
         SECTION 5.10 Charges and Taxes..........................................................................49
         SECTION 5.11 Purchase Contract Payments.................................................................49
         SECTION 5.12 Deferral of Purchase Contract Payments.....................................................51
ARTICLE 6 REMEDIES...............................................................................................52
         SECTION 6.01 Unconditional Right of Holders to Receive Purchase Contract Payments and to Purchase
                       Shares of Common Stock....................................................................52
         SECTION 6.02 Restoration of Rights and Remedies.........................................................53
         SECTION 6.03 Rights and Remedies Cumulative.............................................................53
         SECTION 6.04 Delay or Omission Not Waiver...............................................................53
         SECTION 6.05 Undertaking for Costs......................................................................53
         SECTION 6.06 Waiver of Stay or Extension Laws...........................................................53
ARTICLE 7 THE PURCHASE CONTRACT AGENT............................................................................54
         SECTION 7.01 Certain Duties and Responsibilities........................................................54
         SECTION 7.02 Notice of Default..........................................................................55
         SECTION 7.03 Certain Rights of Purchase Contract Agent..................................................55
         SECTION 7.04 Not Responsible for Recitals or Issuance of Securities.....................................56
         SECTION 7.05 May Hold Securities........................................................................57
         SECTION 7.06 Money Held in Custody......................................................................57
         SECTION 7.07 Compensation and Reimbursement.............................................................57
         SECTION 7.08 Corporate Purchase Contract Agent Required;   Eligibility..................................57
         SECTION 7.09 Resignation and Removal; Appointment of Successor..........................................58
         SECTION 7.10 Acceptance of Appointment by Successor.....................................................59
         SECTION 7.11 Merger, Conversion, Consolidation or Succession to Business................................60
         SECTION 7.12 Preservation of Information; Communications to Holders.....................................60
         SECTION 7.13 No Obligations of Purchase Contract Agent..................................................60
         SECTION 7.14 Tax Compliance.............................................................................61
ARTICLE 8 SUPPLEMENTAL AGREEMENTS................................................................................61
         SECTION 8.01 Supplemental Agreements Without Consent of Holders.........................................61
         SECTION 8.02 Supplemental Agreements with Consent of Holders............................................62
         SECTION 8.03 Execution of Supplemental Agreements.......................................................63
         SECTION 8.04 Effect of Supplemental Agreements..........................................................63
         SECTION 8.05 Reference to Supplemental Agreements.......................................................63
ARTICLE 9 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...................................................64
         SECTION 9.01 Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under
                       Certain Conditions........................................................................64

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         SECTION 9.02 Rights and Duties of Successor Corporation.................................................64
         SECTION 9.03 Officer's Certificate and Opinion of Counsel Given to Purchase Contract Agent..............65
ARTICLE 10 COVENANTS.............................................................................................65
         SECTION 10.01 Performance under Purchase Contracts......................................................65
         SECTION 10.02 Maintenance of Office or Agency...........................................................65
         SECTION 10.03 Company to Reserve Common Stock...........................................................66
         SECTION 10.04 Covenants as to Common Stock..............................................................66
         SECTION 10.05 Statements of Officers of the Company as to Default.......................................66
         SECTION 10.06 ERISA.....................................................................................66
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         PURCHASE CONTRACT AGREEMENT, dated as of December 18, 2001, between
CINERGY CORP., a Delaware corporation (the "COMPANY"), and The Bank of New York,
a New York banking corporation, acting as purchase contract agent for the
Holders of Securities (as defined herein) from time to time (the "PURCHASE
CONTRACT AGENT").

                                    RECITALS

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

         All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Purchase Contract Agent, as provided in this
Agreement, the valid obligations of the Company, and to constitute these
presents a valid agreement of the Company, in accordance with its terms, have
been done. For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed as follows:

                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

         SECTION 1.01 DEFINITIONS.

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

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

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

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

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

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                  (e)      the following terms have the meanings given to them
         in this Section 1.01(e):

         "ACT" has the meaning, with respect to any Holder, set forth in Section
1.04.

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

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

         "APPLICABLE MARKET VALUE" has the meaning set forth in Section 5.01.

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

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

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

         "BOARD OF DIRECTORS" means the board of directors of the Company or a
duly authorized committee of that board.

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

         "BOOK-ENTRY INTEREST" means a beneficial interest in a Global
Certificate, registered in the name of a Depositary or a nominee thereof,
ownership and transfers of which shall be maintained and made through book
entries by such Depositary as described in Section 3.06.

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


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         "CASH SETTLEMENT" has the meaning set forth in Section 5.02(a)(i).

         "CERTIFICATE" means an Income PRIDES Certificate or a Growth PRIDES
Certificate.

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

         "CLOSING PRICE" has the meaning set forth in Section 5.01.

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

         "COLLATERAL" has the meaning set forth in Section 1.01(f) of the Pledge
Agreement.

         "COLLATERAL ACCOUNT" has the meaning set forth in Section 1.01(f) 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 set forth in Section 3.13.

         "COMMON STOCK" means the Cinergy Corp., common stock, par value $0.01.

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

         "CONSTITUENT PERSON" has the meaning set forth in Section 5.04(b).

         "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Purchase Contract Agent at which, at any particular time, its corporate
trust business shall be administered, which office at the date hereof is located
at 5 Penn Plaza; 13th Floor; New York, NY 10001, Attention: Corporate Trust
Department.

         "COUPON RATE" means the percentage rate per annum at which each Note
will bear interest initially and, on and after February 16, 2005, at the Reset
Rate.

         "CURRENT MARKET PRICE" has the meaning set forth in Section 5.04(a)(8).

         "CUSTODIAL AGENt" means JPMorgan Chase Bank, as Custodial Agent under
the Pledge Agreement.

         "DECLARATION" means the Amended and Restated Declaration of Trust of CC
Funding Trust I, dated as of December 18, 2001, among the Company as sponsor,
the trustees named


                                       3
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therein and the holders from time to time of individual beneficial interests in
the assets of the Trust.

         "DEPOSITARY" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Securities as contemplated by
Sections 3.06, 3.07, 3.08 and 3.09.

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

         "DTC" means The Depository Trust Company.

         "EARLY SETTLEMENT" has the meaning set forth in Section 5.07(a).

         "EARLY SETTLEMENT AMOUNT" has the meaning set forth in Section 5.07(a).

         "EARLY SETTLEMENT DATE" means early settlement of the Purchase Contract
pursuant to Section 5.04(b)(2) or Section 5.07.

         "EARLY SETTLEMENT RATE" has the meaning set forth in Section 5.07(c).

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

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

         "EXPIRATION DATE" has the meaning set forth in Section 1.04(e).

         "EXPIRATION TIME" has the meaning set forth in Section 5.04(a)(6).

         "FAILED REMARKETING" has the meaning set forth in Section 5.02(b).

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

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

         "GROWTH PRIDES CERTIFICATE" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Growth PRIDES specified
on such certificate.

         "HOLDER" means, with respect to a Security, the Person in whose name
the Security evidenced by a Certificate is registered in the Security Register;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
number of Securities have voted on any matter,


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then for the purpose of such determination only (and not for any other purpose
hereunder), if the Security remains in the form of one or more Global
Certificates and if the Depositary which is the registered holder of such Global
Certificate has sent an omnibus proxy assigning voting rights to the Depositary
Participants to whose accounts the Securities are credited on the record date,
the term "HOLDER" shall mean such Depositary Participant acting at the direction
of the Beneficial Owners.

         "INCOME PRIDES"means the collective rights and obligations of a Holder
of an Income PRIDES Certificate or in respect of a Preferred Security, the Notes
or an appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, subject in each case to the Pledge thereof, and the related
Purchase Contract.

         "INCOME PRIDES CERTIFICATE" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Income PRIDES specified
on such certificate.

         "INDENTURE" means the Indenture, dated as of September 12, 2001,
between the Company and the Indenture Trustee (including any provisions of the
TIA that are deemed incorporated therein), pursuant to which the Notes will be
issued.

         "INDENTURE TRUSTEE" means Fifth Third Bank, an Ohio banking
corporation, as trustee under the Indenture, or any successor thereto.

         "ISSUER ORDER" or "ISSUER REQUEST" means a written order or request
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, any of its Vice Presidents, its Treasurer, or
any of its Assistant Treasurers, and delivered to the Purchase Contract Agent.

         "NON-ELECTING SHARE" has the meaning set forth in Section 5.04(b).

         "NOTES" means the series of Senior Deferrable Notes due 2007 issued by
the Company under the Indenture and held by the Property Trustee.

         "NYSE" has the meaning set forth in Section 5.01.

         "OFFICER'S CERTIFICATE" means a certificate signed by the Chairman of
the Board, its Chief Executive Officer, its President, any of its Vice
Presidents, its Treasurer, or any of its Assistant Treasurers, and delivered to
the Purchase Contract Agent. Any Officer's Certificate delivered with respect to
compliance with a condition or covenant provided for in this Agreement shall
include:

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

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

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


                                       5
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         an informed opinion as to whether or not such covenant or condition has
         been complied with; and

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

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel to the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Purchase Contract Agent. An opinion of
counsel may rely on certificates as to matters of fact.

         "OUTSTANDING SECURITIES" means, with respect to any Security and as of
the date of determination, all Securities evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:

                  (i)      If a Termination Event has occurred, (i) Growth
         PRIDES and (ii) Income PRIDES for which the underlying Notes have been
         theretofore deposited with the Purchase Contract Agent in trust for the
         Holders of such Income PRIDES;

                  (ii)     Securities evidenced by Certificates theretofore
         cancelled by the Purchase Contract Agent or delivered to the Purchase
         Contract Agent for cancellation or deemed cancelled pursuant to the
         provisions of this Agreement; and

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

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

         "PAYMENT DATE" means each February 16, May 16, August 16 and November
16, commencing February 16, 2002.

         "PERMITTED INVESTMENTS" has the meaning set forth in Section 1.01(f) of
the Pledge Agreement.


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

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

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

         "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of December 18,
2001, among the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent, on its own behalf and
as attorney-in-fact for the Holders from time to time of the Securities.

         "PLEDGED NOTES" has the meaning set forth in Section 1.01(f) of the
Pledge Agreement.

         "PLEDGED PREFERRED SECURITIES" has the meaning set forth in Section
1.01(f) of the Pledge Agreement.

         "PREDECESSOR CERTIFICATE" means a Predecessor Income PRIDES Certificate
or a Predecessor Growth PRIDES Certificate.

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

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

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


                                       7
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         "PROCEEDS" has the meaning set forth in Section 1.01(f) of the Pledge
Agreement.

         "PROPERTY TRUSTEE" means The Bank of New York, as initial property
trustee under the Declaration, or any successors thereto that is a financial
institution unaffiliated with the Company.

         "PROSPECTUS" means the prospectus relating to the delivery of shares of
Common Stock in connection with an Early Settlement under Section 5.07 or an
early settlement of Purchase Contracts under Section 5.04(b)(2), in the form in
which first filed, or transmitted for filing, with the Commission after the
effective date of the Registration Statement pursuant to Rule 424(b) under the
Securities Act, including the documents incorporated by reference therein as of
the date of such Prospectus.

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

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

         "PURCHASE CONTRACT PAYMENTS" means the payments payable by the Company
on the Payment Dates in respect of each Purchase Contract, at a rate per year of
2.6% of the Stated Amount per Purchase Contract.

         "PURCHASE CONTRACT SETTLEMENT DATE" means February 16, 2005.

         "PURCHASE CONTRACT SETTLEMENT FUND" has the meaning set forth in
Section 5.03.

         "PURCHASE PRICE" has the meaning set forth in Section 5.01.

         "PURCHASED SHARES" has the meaning set forth in Section 5.04(a)(6).

         "RECORD DATE" for any distribution and Purchase Contract Payment
payable on any Payment Date means, as to any Global Certificate, the Business
Day next preceding such Payment Date, and as to any other Certificate, the date
selected by the Company, which shall be more than one Business Day but less than
sixty Business Days prior to such Payment Date.

         "REFERENCE DEALER" means a dealer engaged in trading of convertible
securities.

         "REFERENCE PRICE" has the meaning set forth in Section 5.01.

         "REGISTRATION STATEMENT" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the delivery by the
Company of the shares of Common Stock in connection with an Early Settlement
under Section 5.07 or an early settlement of Purchase Contracts under Section
5.04(b)(2), including all exhibits thereto and the documents


                                       8
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incorporated by reference in the prospectus contained in such registration
statement, and any post-effective amendments thereto.

         "REMARKETING" means the remarketing of the Preferred Securities by the
Remarketing Agent pursuant to the Remarketing Agreement.

         "REMARKETING AGENT" has the meaning set forth in Section 5.02(b).

         "REMARKETING AGREEMENT" means the Remarketing Agreement, dated as of
December 18, 2001, between the Company and the Remarketing Agent.

         "REORGANIZATION EVENT" has the meaning set forth in Section 5.04(b).

         "RESPONSIBLE OFFICER" means, with respect to the Purchase Contract
Agent, any officer of the Purchase Contract Agent assigned by the Purchase
Contract Agent to administer this Purchase Contract Agreement.

         "SECOND SUPPLEMENTAL INDENTURE" means the Second Supplemental
Indenture, dated as of December 18, 2001, between the Company and the Indenture
Trustee (including any provisions of the TIA that are deemed incorporated
therein), pursuant to which the Securities will be issued.

         "SECURITIES ACT" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

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

         "SECURITY" means Income PRIDES or Growth PRIDES, as the case may be.

         "SECURITY REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings set forth in Section 3.05.

         "SENIOR INDEBTEDNESS" means all indebtedness of the Company outstanding
at any time except for such Indebtedness as to which, by its terms, is
subordinated to or ranks equally with the payment of the Purchase Contract
Payments on the Outstanding Securities or any other indebtedness ranking pari
passu with the payment of the Purchase Contract Payments on the Outstanding
Securities.

         "SETTLEMENT RATE" has the meaning set forth in Section 5.01.

         "STATED AMOUNT" means $50.

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

         "TERMINATION EVENT" means the occurrence of any of the following
events:


                                       9
<Page>

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

                  (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 termination or
         liquidation of its affairs, shall have been entered, and, unless such
         judgment, decree or order shall have been entered within 60 days prior
         to the Purchase Contract Settlement Date, such judgment, decree or
         order shall have continued undischarged and unstayed for a period of 60
         days; or

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

         "THRESHOLD APPRECIATION PRICE" has the meaning set forth in Section
5.01.

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

         "TRADING DAY" has the meaning set forth in Section 5.01.

         "TREASURY SECURITIES" means zero-coupon U.S. Treasury Securities (CUSIP
No. 912820BM8 which mature on February 15, 2005.

         "TRUST" means CC Funding Trust I, a statutory business formed under the
laws of the State of Delaware, or any successor thereto by merger or
consolidation.

         "UNDERWRITING AGREEMENT" means the Purchase Agreement, dated as of
December 12, 2001, between the Company, the Trust and the Underwriters
identified in Schedule A thereto.

         "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 1.02 COMPLIANCE CERTIFICATES AND OPINIONS.

         Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Purchase Contract Agent to take any
action in accordance with


                                       10
<Page>

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

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

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

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

                  (iii)    a statement that, in the opinion of each such
         individual, he 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 each
         such individual, such condition or covenant has been complied with.

         SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO PURCHASE CONTRACT AGENT.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

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


                                       11
<Page>

         SECTION 1.04 ACTS OF HOLDERS; RECORD DATES.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Purchase Contract Agent and, where it is hereby expressly required, to
the Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and (subject to Section 7.01) conclusive in favor of
the Purchase Contract Agent and the Company, if made in the manner provided in
this Section.

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

         (c)      The ownership of Securities shall be proved by the Security
Register.

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

         (e)      The Company may set any date as a record date for the purpose
of determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Agreement to be given, made or taken
by Holders of Securities. If any record date is set pursuant to this paragraph,
the Holders of the Outstanding Income PRIDES and the Outstanding Growth PRIDES,
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 Income PRIDES or the Growth
PRIDES, 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 prior to or on the applicable Expiration Date by Holders of the
requisite number of Outstanding Securities on such record date. Nothing
contained in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and be of no
effect), and nothing contained in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite number of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Purchase Contract Agent in writing and to
each Holder of Securities in the manner set forth in Section 1.06.


                                       12
<Page>

         With respect to any record date set pursuant to this Section, the
Company may designate any date as the "EXPIRATION DATE" and from time to time
may change the Expiration Date to any earlier or later day; PROVIDED that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Purchase Contract Agent in writing, and to each Holder of
Securities in the manner set forth in Section 1.06, prior to or on 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 1.05 NOTICES.

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

         If to the Purchase Contract Agent:

                        The Bank of New York
                        5 Penn Plaza
                        13th Floor
                        New York, NY 10001
                        Telecopier No.:  212-896-7172
                        Attention:  Paul Schmalzel

         If to the Company:

                        Cinergy Corp.
                        139 East Fourth Street
                        Cincinnati, OH 45202
                        Telecopier No.:  513-287-2749
                        Attention:  Treasurer

         with a copy to:

                        Cinergy Corp.
                        139 East Fourth Street
                        Cincinnati, OH 45202
                        Telecopier No.:  513-287-3810
                        Attention:  General Counsel


                                       13
<Page>

         If to the Collateral Agent:

                        JPMorgan Chase Bank
                        450 W. 33rd Street
                        15th Floor
                        New York, NY 10001
                        Telecopier No.:  212-946-8160
                        Attention:  Richard Lorenzen

         If to the Property Trustee:

                        The Bank of New York
                        5 Penn Plaza
                        13th Floor
                        New York, NY 10001
                        Telecopier No.:  212-896-7172
                        Attention:  Paul Schmalzel

         If to the Indenture Trustee:

                        Fifth Third Bank
                        38 Fountain Square Plaza
                        MD 10AT60
                        Cincinnati, OH 45263
                        Telecopier No.:  513-744-6785
                        Attention:  Christine M. Schaub

         SECTION 1.06 NOTICE TO HOLDERS; WAIVER.

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

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

         SECTION 1.07 EFFECT OF HEADINGS AND TABLE OF CONTENTS.


                                       14
<Page>

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

         SECTION 1.08 SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this Agreement by the Company and the
Purchase Contract Agent shall bind their respective successors and assigns,
whether so expressed or not.

         SECTION 1.09 SEPARABILITY CLAUSE.

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

         SECTION 1.10 BENEFITS OF AGREEMENT.

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

         SECTION 1.11 GOVERNING LAW.

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

         SECTION 1.12 LEGAL HOLIDAYS.

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

         In any case where any Purchase Contract Settlement Date or Early
Settlement Date shall not be a Business Day (notwithstanding any other provision
of this Agreement or the Securities) Purchase Contracts shall not be performed
and Early Settlement shall not be effected on such date, but Purchase Contracts
shall be performed or Early Settlement effected, as applicable, on the next
succeeding Business Day with the same force and effect as if made on such
Purchase Contract Settlement Date or Early Settlement Date, as applicable.

         SECTION 1.13 COUNTERPARTS.


                                       15
<Page>

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

         SECTION 1.14 INSPECTION OF AGREEMENT.

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

         SECTION 1.15 APPOINTMENT OF FINANCIAL INSTITUTION AS AGENT FOR THE
COMPANY.

         The Company may appoint a financial institution (which may be the
Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the obligations of the Purchase Contract
Agent and the Holders, under this Agreement and the Purchase Contracts, by
giving notice of such appointment in the manner provided in Section 1.05 hereof.
Any such appointment shall not relieve the Company in any way from its
obligations hereunder.

                                   ARTICLE 2

                                CERTIFICATE FORMS

         SECTION 2.01 FORMS OF CERTIFICATES GENERALLY.

         The Certificates (including the form of Purchase Contract forming part
of each Security evidenced thereby) shall be in substantially the form set forth
in Exhibit A hereto (in the case of Certificates evidencing Income PRIDES) or
Exhibit B hereto (in the case of Certificates evidencing Growth PRIDES), 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 Securities are
listed or any depositary therefor, or as may, consistently herewith, be
determined by the officers of the Company executing such Certificates, as
evidenced by their execution of the Certificates.

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

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

                  "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING
                  OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND
                  IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE
                  DEPOSITORY TRUST COMPANY, A


                                       16
<Page>

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

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

         SECTION 2.02 FORM OF PURCHASE CONTRACT AGENT'S CERTIFICATE OF
AUTHENTICATION.

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

                                   ARTICLE 3

                                 THE SECURITIES

         SECTION 3.01 AMOUNT; FORM AND DENOMINATIONS.

         The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 5,500,000 (6,325,000 if the over-allotment option granted in 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 Sections 3.04, 3.05,
3.10, 3.13, 3.14, 5.07 or 8.05.

         The Certificates shall be issuable only in registered form and only in
denominations of a single Income PRIDES or Growth PRIDES and any integral
multiple thereof.


                                       17
<Page>

         SECTION 3.02 RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

         Each Income PRIDES Certificate shall evidence the number of Income
PRIDES specified therein, with each such Income PRIDES representing (1) the
ownership by the Holder thereof of a beneficial interest in a Preferred
Security, a Note or the Applicable Ownership Interest of the Treasury Portfolio,
as the case may be, subject to the Pledge of such Preferred Security, such Note
or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, by such
Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of
the Holder thereof and the Company under one Purchase Contract. The Purchase
Contract Agent, as attorney-in-fact for, and on behalf of, the Holder of each
Income PRIDES shall pledge, pursuant to the Pledge Agreement, the Preferred
Security, the Note or the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, as the case may
be, forming a part of such Income PRIDES, to the Collateral Agent and grant to
the Collateral Agent a security interest in the right, title and interest of
such Holder in such Preferred Security, such Note or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, for the benefit of the Company, to
secure the obligation of the Holder under each Purchase Contract to purchase
shares of Common Stock.

         Upon the formation of a Growth PRIDES pursuant to Section 3.13, each
Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified
therein, with each such Growth PRIDES representing (1) the ownership by the
Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security
with a principal amount equal to $1,000, subject to the Pledge of such Treasury
Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.

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

         SECTION 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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


                                       18
<Page>

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

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

         Each Certificate shall be dated the date of its authentication.

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

         SECTION 3.04 TEMPORARY CERTIFICATES.

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

         If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like number of
Securities 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 Securities, evidenced
thereby as definitive Certificates.

         SECTION 3.05 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.


                                       19
<Page>

         The Purchase Contract Agent shall keep at the Corporate Trust Office a
register (the "SECURITY REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Purchase Contract Agent shall provide for
the registration of Certificates and of transfers of Certificates (the Purchase
Contract Agent, in such capacity, the "SECURITY REGISTRAR"). The Security
Registrar shall record separately the registration and transfer of the
Certificates evidencing Income PRIDES and Growth PRIDES.

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

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

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

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

         No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Sections 3.06 and 8.05 not involving any transfer.

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


                                       20
<Page>

Section and receipt of appropriate registration or transfer instructions from
such Holder, the Purchase Contract Agent shall:

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

                  (ii)     if a Cash Settlement or an Early Settlement Date with
         respect to such other Certificate shall have occurred, or if a
         Termination Event shall have occurred prior to the Purchase Contract
         Settlement Date, transfer the Preferred Securities, the Notes, the
         Treasury Securities, or the appropriate Applicable Ownership Interest
         of the Treasury Portfolio, as the case may be, evidenced thereby, in
         each case subject to the applicable conditions and in accordance with
         the applicable provisions of Section 3.15 and Article Five hereof.

         SECTION 3.06 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. The Company hereby
designates DTC as the initial Depositary. Such Global Certificates shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.09. The Purchase Contract
Agent shall enter into an agreement with the Depositary if so requested by the
Company. Unless and until definitive, fully registered Certificates have been
issued to Beneficial Owners pursuant to Section 3.09:

                  (i)      the provisions of this Section 3.06 shall be in full
         force and effect;

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

                  (iii)    to the extent that the provisions of this Section
         conflict with any other provisions of this Agreement, the provisions of
         this Section 3.06 shall control; and

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

         SECTION 3.07 NOTICES TO HOLDERS.

         Whenever a notice or other communication to the Holders is required to
be given under this Agreement, the Company or the Company's agent shall give
such notices and communications to the Holders and, with respect to any
Securities registered in the name of the


                                       21
<Page>

Depositary or the nominee of the Depositary, the Company or the
Company's agent shall, except as set forth herein, have no obligations to the
Beneficial Owners.

         SECTION 3.08 APPOINTMENT OF SUCCESSOR DEPOSITARY.

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

         SECTION 3.09 DEFINITIVE CERTIFICATES.

         If:

                  (i)      the Depositary elects to discontinue its services as
         securities depositary with respect to the Securities and a successor
         Depositary is not appointed pursuant to Section 3.08 within 90 days
         after such discontinuance; or

                  (ii)     the Company elects, after consultation with the
         Purchase Contract Agent, to terminate the book-entry system for the
         Securities,

then (x) definitive Certificates shall be prepared by the Company with respect
to such Securities and delivered to the Purchase Contract Agent and (y) upon
surrender of the Global Certificates representing the Securities by the
Depositary, accompanied by registration instructions, the Company shall cause
definitive Certificates to be delivered to Beneficial Owners in accordance with
the instructions of the Depositary. The Company shall not be liable for any
delay in delivery of such instructions and may conclusively rely on and shall be
protected in relying on, such instructions. Each definitive Certificate so
delivered shall evidence Securities of the same kind and tenor as the Global
Certificate so surrendered in respect thereof.

         SECTION 3.10 MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.

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

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


                                       22
<Page>

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

                  (i)      if the Purchase Contract Settlement Date or an Early
         Settlement Date with respect to such lost or mutilated Certificate has
         occurred, deliver the shares of Common Stock issuable in respect of the
         Purchase Contracts forming a part of the Securities evidenced by such
         Certificate; or

                  (ii)     if a Cash Settlement or an Early Settlement Date with
         respect to such lost or mutilated Certificate shall have occurred or if
         a Termination Event shall have occurred prior to the Purchase Contract
         Settlement Date, transfer the Preferred Securities, the Notes, the
         Treasury Securities or the appropriate Applicable Ownership Interest
         (as specified in clause (A) of the definition of such term) of the
         Treasury Portfolio, as the case may be, evidenced thereby, in each case
         subject to the applicable conditions and in accordance with the
         applicable provisions of Section 3.15 and Article Five hereof.

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

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

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

         SECTI1ON 3.11 PERSONS DEEMED OWNERS.

         Prior to due presentment of a Certificate for registration of transfer,
the Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Security evidenced thereby, for the purpose of
receiving distributions on the Preferred Securities, the Treasury Securities,
the Notes, or on the maturing quarterly interest strips of the Treasury
Portfolio, as applicable, receiving Purchase Contract Payments, performance of
the Purchase Contracts and for all other purposes whatsoever, whether or not any
distributions on the


                                       23
<Page>

Preferred Securities, the Treasury Securities, the Notes, or Treasury Portfolio,
as applicable, or Purchase Contract Payments payable on the Purchase Contracts,
each constituting a part of the Security evidenced thereby shall be overdue and
notwithstanding any notice to the contrary, and neither the Company nor the
Purchase Contract Agent, nor any agent of the Company or the Purchase Contract
Agent, shall be affected by notice to the contrary.

         Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Purchase Contract Agent
or any agent of the Company or the Purchase Contract Agent, from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary (or its nominee), as a Holder, with respect to such Global
Certificate or impair, as between such Depositary and the related Beneficial
Owner, the operation of customary practices governing the exercise of rights of
the Depositary (or its nominee) as Holder of such Global Certificate.

         SECTION 3.12 CANCELLATION.

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

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

         SECTION 3.13 CREATION OF GROWTH PRIDES BY SUBSTITUTION OF TREASURY
SECURITIES.

         Subject to the conditions set forth in this Agreement, a Holder may
separate the Preferred Securities, the Notes or Applicable Ownership Interests
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as applicable, from the related Purchase Contracts in respect of such
Holder's Income PRIDES by substituting for such Preferred Securities, Notes or
Applicable Ownership Interests (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as applicable, Treasury Securities in an
aggregate principal amount equal to the aggregate liquidation amount of such
Preferred Securities or the aggregate principal amount of such Notes, as
applicable (a "COLLATERAL SUBSTITUTION"), at any


                                       24
<Page>

time from and after the date of this Agreement and prior to or on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date. To
effect such substitution, the Holder must:

                  (1)      deposit with the Securities Intermediary Treasury
                           Securities having an aggregate principal amount equal
                           to the aggregate liquidation amount of the Preferred
                           Securities or the aggregate principal amount of the
                           Notes comprising part of such Income PRIDES, as the
                           case may be; and

                  (2)      transfer the related Income PRIDES to the Purchase
                           Contract Agent accompanied by a notice to the
                           Purchase Contract Agent, substantially in the form of
                           Exhibit C hereto, (i) stating that the Holder has
                           transferred the relevant amount of Treasury
                           Securities to the Securities Intermediary and (ii)
                           requesting that the Purchase Contract Agent instruct
                           the Collateral Agent to release the Preferred
                           Securities or the Notes, as the case may be,
                           underlying such Income PRIDES, whereupon the Purchase
                           Contract Agent shall promptly provide an instruction
                           to such effect to the Collateral Agent, substantially
                           in the form of Exhibit A to the Pledge Agreement.

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

                  (i)      cancel the related Income PRIDES;

                  (ii)     transfer the Preferred Securities or the Notes, as
         the case may be, to the Holder; and

                  (iii)    authenticate, execute on behalf of such Holder and
         deliver a Growth PRIDES Certificate executed by the Company in
         accordance with Section 3.03 evidencing the same number of Purchase
         Contracts as were evidenced by the cancelled Income PRIDES.

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

         Holders may make Collateral Substitutions only in integral multiples of
20 Income PRIDES.

         If a Tax Event Redemption has occurred, Holders may convert their
Income PRIDES into Growth PRIDES by substituting Applicable Ownership Interests
(as specified in clause (A) of


                                       25
<Page>

the definition of such term) of the Treasury Portfolio for Treasury Securities
at any time on or prior to the second Business Day immediately preceding the
Purchase Contract Settlement Date, but only in integral multiples of 80,000
Income PRIDES.

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

         Except as described in this Section 3.13 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying an Income PRIDES
remains in effect, such Income PRIDES shall not be separable into its
constituent parts, and the rights and obligations of the Holder in respect of
the Preferred Securities or the Notes, as the case may be, and the Purchase
Contract comprising such Income PRIDES may be acquired, and may be transferred
and exchanged, only as an Income PRIDES.

         SECTION 3.14 REESTABLISHMENT OF INCOME PRIDES.

         Subject to the conditions set forth in this Agreement, a Holder of
Growth PRIDES may reestablish Income PRIDES at any time (i) prior to or on the
fifth Business Day immediately preceding the Purchase Contract Settlement Date,
by:

                  (1)      depositing with the Securities Intermediary Preferred
                           Securities or Notes, as the case may be, having an
                           aggregate liquidation amount (in the case of
                           Preferred Securities) or aggregate principal amount
                           (in the case of Notes), as the case may be, equal to
                           the aggregate principal amount at maturity of the
                           Treasury Securities comprising part of the Growth
                           PRIDES; and

                  (2)      transferring the related Growth PRIDES to the
                           Purchase Contract Agent accompanied by a notice to
                           the Purchase Contract Agent, substantially in the
                           form of Exhibit C hereto, (i) stating that the Holder
                           has transferred the relevant amount of Preferred
                           Securities or Notes, as the case may be, to the
                           Securities Intermediary and (ii) requesting that the
                           Purchase Contract Agent instruct the Collateral Agent
                           to release the Treasury Securities underlying such
                           Growth PRIDES, whereupon the Purchase Contract Agent
                           shall promptly provide an instruction to such effect
                           to the Collateral Agent, substantially in the form of
                           Exhibit C to the Pledge Agreement.

Upon receipt of the Preferred Securities or the Notes, as the case may be,
described in clause (1) above and the instruction described in clause (2) above,
in accordance with the terms of the Pledge Agreement, the Collateral Agent will
cause the Securities Intermediary to effect the


                                       26
<Page>

release of the Treasury Securities having a corresponding aggregate principal
amount at maturity from the Pledge, free and clear of the Company's security
interest therein, and the transfer to the Purchase Contract Agent on behalf of
the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly:

                  (i)      cancel the related Growth PRIDES;

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

                  (iii)    authenticate, execute on behalf of such Holder and
         deliver an Income PRIDES Certificate executed by the Company in
         accordance with Section 3.03 evidencing the same number of Purchase
         Contracts as were evidenced by the cancelled Growth PRIDES.

         Holders who elect to reestablish Income PRIDES shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the reestablishment, and the Company shall not be
responsible for any such fees or expenses.

         Holders of Growth PRIDES may only reestablish Income PRIDES in integral
multiples of 20 Growth PRIDES.

         If a Tax Event Redemption has occurred, Holders may convert their
Growth PRIDES into Income PRIDES by making Collateral Substitutions at any time
on or prior to the second Business Day immediately preceding the Purchase
Contract Settlement Date, but only in integral multiples of 80,000 Growth
Prides.

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

         SECTION 3.15 TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION
EVENT.

         Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of the Preferred Securities, Notes, the appropriate
Applicable Ownership Interest of the Treasury Portfolio or the Treasury
Securities, as the case may be, underlying the Income PRIDES and the Growth
PRIDES, as the case may be, pursuant to the terms of the Pledge Agreement, the
Purchase Contract Agent shall request transfer instructions with respect to such
Preferred Securities, Notes, the appropriate Applicable Ownership Interest of
the Treasury Portfolio or Treasury Securities, as the case may be, from each
Holder by written request, substantially in the form of Exhibit D hereto, mailed
to such Holder at its address as it appears in the Security Register.

         Upon book-entry transfer of the Income PRIDES or the Growth PRIDES or
delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the
Purchase Contract Agent with such transfer instructions, the Purchase Contract
Agent shall transfer the Preferred


                                       27
<Page>

Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury
Portfolio or Treasury Securities, as the case may be, underlying such Income
PRIDES or Growth PRIDES, 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 Income PRIDES or Growth PRIDES fails to effect such
transfer or delivery, the Preferred Securities, Notes, the appropriate
Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities,
as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case
may be, and any distributions thereon, shall be held in the name of the Purchase
Contract Agent or its nominee in trust for the benefit of such Holder, until the
earlier to occur of:

                  (i)      the transfer of such Income PRIDES or Growth PRIDES
         or surrender of the Income PRIDES Certificate or Growth PRIDES
         Certificate or receipt by the Company and the Purchase Contract Agent
         from such Holder of satisfactory evidence that such Income PRIDES
         Certificate or Growth PRIDES Certificate has been destroyed, lost or
         stolen, together with any indemnity that may be required by the
         Purchase Contract Agent and the Company; and

                  (ii)     the expiration of the time period specified in the
         abandoned property laws of the relevant State in which the Purchase
         Contract Agent holds such property.

         SECTION 3.16 NO CONSENT TO ASSUMPTION.

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

                                   ARTICLE 4

            THE PREFERRED SECURITIES, NOTES AND APPLICABLE OWNERSHIP
                       INTEREST OF THE TREASURY PORTFOLIO

         SECTION 4.01 INTEREST PAYMENTS; RIGHTS TO INTEREST PAYMENTS PRESERVED.

         Any distribution on any Preferred Security, any Note or on the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, which is paid on any Payment Date shall, subject to receipt thereof by
the Purchase Contract Agent from the Collateral Agent as provided by the terms
of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES
Certificate (or one or more Predecessor Income PRIDES Certificates) of which
such Preferred Security, such Note or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, is registered at the
close of business on the Record Date for such Payment Date. Any such
distribution shall be subject to deferral at the option of the Company in
accordance with the Indenture and the Declaration.


                                       28
<Page>

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

         In the case of any Income PRIDES with respect to which Cash Settlement
of the underlying Purchase Contract is properly effected pursuant to Section
5.02 hereof, or with respect to which Early Settlement of the underlying
Purchase Contract is properly effected pursuant to Section 5.07 hereof, or with
respect to which a Collateral Substitution is effected, in each case on a date
that is after any Record Date and prior to or on the next succeeding Payment
Date, distributions on the Preferred Securities, Notes or on the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
underlying such Income PRIDES otherwise payable on such Payment Date shall be
payable on such Payment Date notwithstanding such Cash Settlement or Early
Settlement or Collateral Substitution, and such distributions shall, subject to
receipt thereof by the Purchase Contract Agent, be payable to the Person in
whose name the Income PRIDES Certificate (or one or more Predecessor Income
PRIDES 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 Income PRIDES with respect to which Cash Settlement or Early
Settlement of the underlying Purchase Contract is properly effected, or with
respect to which a Collateral Substitution has been effected, distributions on
the related Preferred Securities, Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, that would otherwise be
payable after the Purchase Contract Settlement Date, Early Settlement Date or
the date of the Collateral Substitution, as the case may be, shall not be
payable hereunder to the Holder of such Income PRIDES; PROVIDED, HOWEVER, that
to the extent that such Holder continues to hold separated Preferred Securities
or Notes that formerly comprised a part of such Holder's Income PRIDES, such
Holder shall be entitled to receive distributions on such separated Preferred
Securities or Notes.

         SECTION 4.02 NOTICE AND VOTING.

         Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Preferred Securities or Pledged Notes, but only to the
extent instructed in writing by the Holders as described below. Upon receipt of
notice of any meeting at which holders of Preferred Securities or Notes are
entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of Preferred Securities or Notes, the Purchase Contract Agent shall, as
soon as practicable thereafter, mail, first class, postage pre-paid, to the
Holders of Income PRIDES a notice:

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

                  (ii)     stating that each Holder on the record date set by
         the Purchase Contract Agent therefor (which, to the extent possible,
         shall be the same date as the record date for determining the holders
         of Preferred Securities or Notes, as the case may be, entitled to


                                       29
<Page>

         vote) shall be entitled to instruct the Purchase Contract Agent as
         to the exercise of the voting rights pertaining to such Preferred
         Securities or Notes underlying their Income PRIDES; and

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

Upon the written request of the Holders of Income PRIDES on such record date
received by the Purchase Contract Agent at least six days prior to such meeting,
the Purchase Contract Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Preferred Securities or Notes, as the case may
be, as to which any particular voting instructions are received. In the absence
of specific instructions from the Holder of an Income PRIDES, the Purchase
Contract Agent shall abstain from voting the Preferred Securities or Notes
underlying such Income PRIDES. The Company hereby agrees, if applicable, to
solicit Holders of Income PRIDES to timely instruct the Purchase Contract Agent
in order to enable the Purchase Contract Agent to vote such Preferred Securities
or Notes and the Trust shall covenant to this effect in the Declaration.

         SECTION 4.03 DISTRIBUTION OF NOTES; TAX EVENT REDEMPTION.

         (a)      Upon the dissolution and liquidation of the Trust in
accordance with the Declaration, an aggregate principal amount at maturity of
Notes constituting the assets of the Trust and underlying the Preferred
Securities equal to the aggregate liquidation amount of the Pledged Preferred
Securities shall be delivered to the Securities Intermediary in exchange for the
Pledged Preferred Securities. Thereafter, the Notes will be substituted for the
Pledged Preferred Securities as the Collateral, and will be held by the
Securities Intermediary in the Collateral Account in accordance with the terms
of the Pledge Agreement to secure the obligations of each Holder of an Income
PRIDES to purchase the Common Stock of the Company under the Purchase Contracts
constituting a part of such Income PRIDES.

         (b)      Notwithstanding the foregoing, in the event of a dissolution
and liquidation of the Trust, if a Liquidation Distribution is to be distributed
in lieu of the Notes as provided for in the Declaration, an amount equal to the
Liquidation Distribution shall be deposited in the Collateral Account in
exchange for the Pledged Preferred Securities. Thereafter, pursuant to the terms
of the Pledge Agreement, the Collateral Agent shall cause the Securities
Intermediary to apply an amount of such Liquidation Distribution equal to the
Redemption Amount to purchase on behalf of the Holders of Income PRIDES the
Treasury Portfolio and promptly remit the remaining portion of such Liquidation
Distribution to the Purchase Contract Agent for payment to the Holders of such
Income PRIDES. The Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio will be substituted as
Collateral for the Pledged Preferred Securities and will be held by the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligation of each Holder of an Income PRIDES to purchase the Common Stock
of the Company under the Purchase Contract constituting a part of such Income
PRIDES.

         (c)      Following the dissolution and liquidation of the Trust, the
Holders and the Collateral Agent shall have such security interests, rights and
obligations with respect to the Notes or the Applicable Ownership Interest (as
specified in clause (A) of the definition of such


                                       30
<Page>

term) of the Treasury Portfolio, as the case may be, as the Holders and the
Collateral Agent had in respect of the Preferred Securities subject to the
Pledge thereof as provided in the Pledge Agreement. The Company may cause to be
made in any Income PRIDES Certificates thereafter to be issued such change in
phraseology and form (but not in substance) as may be appropriate to reflect the
dissolution and liquidation of the Trust and the substitution of Notes or the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, for Preferred
Securities as Collateral.

         (d)      Upon the occurrence of a Tax Event Redemption prior to the
Purchase Contract Settlement Date, an amount equal to the Redemption Amount,
plus any accumulated and unpaid distributions or accrued and unpaid interest, as
the case may be, payable on the Tax Event Redemption Date with respect to the
Applicable Principal Amount shall be deposited in the Collateral Account in
exchange for the Pledged Preferred Securities or the Pledged Notes, as the case
may be. Thereafter, pursuant to the terms of the Pledge Agreement, the
Collateral Agent shall cause the Securities Intermediary to apply an amount of
such funds equal to the Redemption Amount to purchase on behalf of the Holders
of Income PRIDES the Treasury Portfolio and promptly remit the remaining portion
of such funds to the Purchase Contract Agent for payment to the Holders of such
Income PRIDES. The Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio will be substituted as
Collateral for the Pledged Preferred Securities or the Pledged Notes, as the
case may be, and will be held by the Collateral Agent in accordance with the
terms of the Pledge Agreement to secure the obligation of each Holder of an
Income PRIDES to purchase the Common Stock of the Company under the Purchase
Contract constituting a part of such Income PRIDES.

         (e)      Following the occurrence of a Tax Event Redemption prior to
the Purchase Contract Settlement Date, the Holders of Income PRIDES and the
Collateral Agent shall have such security interest rights and obligations with
respect to the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio as the Holders of Income
PRIDES and the Collateral Agent had in respect of the Preferred Securities or
Notes, as the case may be, subject to the Pledge thereof as provided in the
Pledge Agreement, and any reference herein to the Preferred Securities or the
Notes shall be deemed to be reference to such Treasury Portfolio. The Company
may cause to be made in any Income PRIDES Certificates thereafter to be issued
such change in phraseology and form (but not in substance) as may be appropriate
to reflect the liquidation of the Trust and the substitution of the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio for Preferred Securities or Notes as Collateral.

                                   ARTICLE 5

                             THE PURCHASE CONTRACTS

         SECTION 5.01 PURCHASE OF SHARES OF COMMON STOCK.


                                       31
<Page>

         (a)      Each Purchase Contract shall obligate the Holder of the
related Security to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "PURCHASE PRICE"), a
number of shares of Common Stock (subject to Section 5.09) equal to the
Settlement Rate unless an Early Settlement has occurred in accordance with
Section 5.07 hereof or, prior to or on the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to such Purchase
Contract. The "SETTLEMENT RATE" is equal to:

                  (i)      if the Applicable Market Value (as defined below) is
         greater than or equal to $34.3970 (the "THRESHOLD APPRECIATION PRICE"),
         1.4536 shares of Common Stock per Purchase Contract;

                  (ii)     if the Applicable Market Value is less than the
         Threshold Appreciation Price but greater than $29.15 (the "REFERENCE
         PRICE"), the number of shares of Common Stock per Purchase Contract
         having a value equal to the Stated Amount divided by the Applicable
         Market Value; and

                  (iii)    if the Applicable Market Value is less than or equal
         to the Reference Price, 1.7153 shares of Common Stock per Purchase
         Contract,

in each case subject to adjustment as provided in Section 5.04 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

         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 Purchase Contract Settlement
Date.

         The "CLOSING PRICE" per share of Common Stock on any date of
determination means:

                  (i)      the closing sale price as of the 4:15 p.m. close of
         the principal trading session (or, if no closing price is reported, the
         last reported sale price) per share on the New York Stock Exchange,
         Inc. (the "NYSE") on such date;

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

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

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

                  (v)      if such bid price is not available, the 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.


                                       32
<Page>

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

         (b)      Each Holder of an Income PRIDES or a Growth PRIDES, by its
acceptance thereof:

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

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

                  (iii)    covenants and agrees to perform its obligations under
         such Purchase Contract;

                  (iv)     consents to the provisions hereof;

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

                  (vi)     consents to, and agrees to be bound by, the Pledge of
         such Holder's right, title and interest in and to the Collateral
         Account, including the Preferred Securities, Notes, the Applicable
         Ownership Interest (as specified in clause (A) of the definition of
         such term) of the Treasury Portfolio or the Treasury Securities
         pursuant to the Pledge Agreement,

PROVIDED that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any other
rights or obligations.

         (c)      Each Holder of an Income PRIDES or a Growth PRIDES, by its
acceptance thereof, further covenants and agrees, that to the extent and in the
manner provided in Section 5.02 and the Pledge Agreement, but subject to the
terms thereof, payments in respect of the Preferred Securities or the Notes or
the proceeds from the Treasury Securities or the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio at maturity on the Purchase Contract Settlement Date, as the case may
be, shall be paid by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Purchase Contract and such Holder shall acquire
no right, title or interest in such payments.

         (d)      Upon registration of transfer of a Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee) by the terms of this Agreement, the Purchase Contracts underlying
such Certificate, the Declaration and the Pledge Agreement and the transferor
shall be released from the obligations under this Agreement, the Purchase
Contracts underlying the Certificate so transferred and the Pledge Agreement.
The


                                       33
<Page>

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 5.02 PAYMENT OF PURCHASE PRICE.

         (a)      (i) Unless a Tax Event Redemption has occurred or a Holder of
an Income PRIDES effects an Early Settlement of the underlying Purchase Contract
in the manner described in Section 5.07, each Holder who intends to pay in cash
to satisfy such Holder's obligations under the Purchase Contract on the Purchase
Contract Settlement Date shall notify the Purchase Contract Agent by use of a
notice in substantially the form of Exhibit E hereto of his intention to pay in
cash ("CASH SETTLEMENT") the Purchase Price for the shares of Common Stock to be
purchased pursuant to the related Purchase Contract. Such notice shall be given
prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York
City time) on the next succeeding Business Day, the Purchase Contract Agent
shall notify the Collateral Agent and the Property Trustee or the Indenture
Trustee, as the case may be, of the receipt of such notices from Holders
intending to make a Cash Settlement.

                  (ii)     A Holder of an Income PRIDES who has so notified the
         Purchase Contract Agent of his intention to effect a Cash Settlement in
         accordance with paragraph 5.02(a)(i) above shall pay the Purchase Price
         to the Securities Intermediary for deposit in the Collateral Account
         prior to 11:00 a.m. (New York City time) on the fourth Business Day
         immediately preceding the Purchase Contract Settlement Date, in lawful
         money of the United States by certified or cashiers' check or wire
         transfer, in each case in immediately available funds payable to or
         upon the order of the Securities Intermediary. Any cash received by the
         Collateral Agent shall be invested promptly by the Securities
         Intermediary in Permitted Investments and paid to the Company on the
         Purchase Contract Settlement Date in settlement of the Purchase
         Contracts in accordance with the terms of this Agreement and the Pledge
         Agreement. Any funds received by the Securities Intermediary in respect
         of the investment earnings from such Permitted Investments in excess of
         the Purchase Price for the shares of Common Stock to be purchased by
         such Holder shall be distributed to the Purchase Contract Agent when
         received for payment to the Holder.

                  (iii)    If a Holder of an Income PRIDES fails to notify the
         Purchase Contract Agent of his intention to make a Cash Settlement in
         accordance with paragraph 5.02(a)(i) above, or does notify the Purchase
         Contract Agent as provided in paragraph 5.02(a)(i) above of his
         intention to pay the Purchase Price in cash, but fails to make such
         payment as required by paragraph 5.02(a)(ii) above, such Holder shall
         be deemed to have consented to the disposition of the Pledged Preferred
         Securities or the Pledged Notes pursuant to the Remarketing as
         described in paragraph 5.02(b) below.

                  (iv)     Promptly after 11:00 a.m. (New York City time) on the
         fourth Business Day preceding the Purchase Contract Settlement Date,
         the Purchase Contract Agent, based on notices received by the Purchase
         Contract Agent pursuant to Section 5.02(a) hereof and notice from the
         Securities Intermediary regarding cash received by it prior to such
         time, shall notify the Collateral Agent and the Property Trustee or the
         Indenture


                                       34
<Page>

         Trustee, as applicable of the aggregate number of Preferred Securities
         or Notes to be tendered for purchase in the Remarketing in a notice
         substantially in the form of Exhibit F hereto.

         (b)      In order to dispose of the Preferred Securities or Notes of
Income PRIDES Holders electing to have their Preferred Securities or Notes
remarketed or of Income PRIDES Holders who have not notified the Purchase
Contract Agent of their intention to effect a Cash Settlement as provided in
paragraph 5.02(a)(i) above, or who have so notified the Purchase Contract Agent
but failed to make such payment as required by paragraph 5.02(a)(ii) above, the
Company expects to engage Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Remarketing Agent (the "REMARKETING AGENT"), pursuant to the Remarketing
Agreement (and subject to removal as provided in the Remarketing Agreement) to
sell such Preferred Securities or Notes. In order to facilitate the Remarketing,
the Purchase Contract Agent, based on the notices specified in Section
5.02(a)(iv), shall notify the Remarketing Agent, promptly after 11:00 a.m. (New
York City time) on the fourth Business Day immediately preceding the Purchase
Contract Settlement Date, of the aggregate number of Preferred Securities or
Notes that are part of Income PRIDES to be remarketed. Concurrently, the
Collateral Agent, pursuant to the terms of the Pledge Agreement, shall cause
such Preferred Securities or Notes to be presented to the Remarketing Agent for
Remarketing.

         Upon receipt of such notice from the Purchase Contract Agent and such
Preferred Securities or Notes, the Remarketing Agent shall, on the third
Business Day immediately preceding the Purchase Contract Settlement Date, use
reasonable efforts to remarket such Preferred Securities or Notes on such date
at a price equal to 100.5% of the Stated Amount ($50) per Preferred Security or
Note, as provided in the Remarketing Agreement plus deferred and unpaid
distributions or deferred and unpaid interest, if any, thereon. The proceeds
from the Remarketing shall be invested by the Collateral Agent in Permitted
Investments, in accordance with the Pledge Agreement, and then applied to
satisfy in full such Income PRIDES Holders' obligations to pay the Purchase
Price for the shares of Common Stock under the related Purchase Contracts on the
Purchase Contract Settlement Date. In addition, an amount not to exceed $.125,
plus .25% of deferred and unpaid distributions or deferred and unpaid interest,
as the case may be, if any, of the proceeds from each Preferred Security or Note
shall automatically be remitted to the Remarketing Agent for services rendered
in connection with the Remarketing (the "REMARKETING FEE").

         If, despite using its reasonable efforts, the Remarketing Agent cannot
remarket the related Preferred Securities or Notes of such Holders of Income
PRIDES at a price not less than 100.0% of the Stated Amount ($50), plus deferred
and unpaid distributions or deferred and unpaid interest, if any, or if a
condition precedent set forth in the Remarketing Agreement is not fulfilled,
then the Remarketing shall be deemed to have failed (a "FAILED REMARKETING"), an
event of default shall be deemed to have occurred under this Agreement and the
Pledge Agreement and in accordance with the terms of the Pledge Agreement, the
Collateral Agent, for the benefit of the Company, shall exercise its rights as a
secured party with respect to such Preferred Securities or Notes, including
those actions specified in paragraph 5.02(c) below; PROVIDED, that if upon a
Failed Remarketing the Collateral Agent exercises such rights for the benefit of
the Company with respect to such Preferred


                                       35
<Page>

Securities or Notes, any deferred and unpaid distributions or deferred and
unpaid interest, as the case may be, if any, on such Preferred Securities or
Notes and any deferred and unpaid Purchase Contract Payments shall become
payable by the Company to the Purchase Contract Agent for payment to the
Beneficial Owner of the Income PRIDES to which such Preferred Securities or
Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m.
New York City time on the Purchase Contract Settlement Date in lawful money of
the United States by certified or cashiers' check or wire transfer in
immediately available funds payable to or upon the order of the Purchase
Contract Agent. The Company shall cause a notice of such Failed Remarketing to
be published on the second Business Day immediately preceding the Purchase
Contract Settlement Date in a daily newspaper in the English language of general
circulation in the City of New York, which is expected to be The Wall Street
Journal, and on Bloomberg News.

         (c)      With respect to any Preferred Securities or Notes which are
subject to a Failed Remarketing, the Collateral Agent for the benefit of the
Company reserves all of its rights as a secured party with respect thereto and,
subject to applicable law and paragraph 5.02(g) below, shall, in full
satisfaction of the Holders' obligations under the Purchase Contracts among
other things, (i) retain the Preferred Securities or Notes, (ii) sell the
Preferred Securities or Notes in one or more public or private sales or (iii)
take, or choose not to take, any other action with respect to the Preferred
Securities or the Notes, which in every case specified in (i), (ii) and (iii)
shall constitute payment in full for the aggregate Purchase Price for the shares
of Common Stock to be purchased under the Purchase Contracts.

         (d)      (i) Unless a Holder of a Growth PRIDES or Income PRIDES (if a
Tax Event Redemption has occurred) effects an Early Settlement of the underlying
Purchase Contract through the early delivery of cash to the Purchase Contract
Agent in the manner described in Section 5.07, each Holder of a Growth PRIDES or
Income PRIDES (if a Tax Event Redemption has occurred) who intends to pay in
cash shall notify the Purchase Contract Agent by use of a notice in
substantially the form of Exhibit E hereto of his intention to pay in cash the
Purchase Price for the shares of Common Stock to be purchased pursuant to the
related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New
York City time) on the second Business Day immediately preceding the Purchase
Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on the next
succeeding Business Day, the Purchase Contract Agent shall notify the Collateral
Agent of the receipt of such notices from such Holders intending to make a Cash
Settlement. Growth PRIDES holders may make Cash Settlements only in integral
multiples of 20 Growth PRIDES.

                  (ii)     A Holder of a Growth PRIDES or Income PRIDES (if a
         Tax Event Redemption has occurred) who has so notified the Purchase
         Contract Agent of his intention to make a Cash Settlement in accordance
         with paragraph 5.02(d)(i) above shall pay the Purchase Price to the
         Securities Intermediary for deposit in the Collateral Account prior to
         11:00 a.m. (New York City time) on the Business Day immediately
         preceding the Purchase Contract Settlement Date, in lawful money of the
         United States by certified or cashiers' check or wire transfer, in each
         case in immediately available funds payable to or upon the order of the
         Securities Intermediary. Any cash received by the Collateral Agent
         shall be invested promptly by the Securities Intermediary in Permitted
         Investments and paid to the Company on the Purchase Contract Settlement
         Date in settlement of the Purchase Contract in accordance with the
         terms of this Agreement and the Pledge Agreement. Any funds received by
         the Securities


                                       36
<Page>

         Intermediary in respect of the investment earnings from the investment
         in such Permitted Investments in excess of the Purchase Price for the
         shares of Common Stock to be purchased by such Holder shall be
         distributed to the Purchase Contract Agent when received for payment to
         the Holder.

                  (iii)    If a Holder of a Growth PRIDES or Holder of an Income
         PRIDES (if a Tax Event Redemption has occurred) fails to notify the
         Purchase Contract Agent of his intention to make a Cash Settlement in
         accordance with paragraph 5.02(d)(i) above, or does notify the Purchase
         Contract Agent as provided in paragraph 5.02(d)(i) above of his
         intention to pay the Purchase Price in cash, but fails to make such
         payment as required by paragraph 5.02(d)(ii) above, then upon the
         maturity of the Pledged Treasury Securities or the appropriate
         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio held by the
         Securities Intermediary on the Business Day immediately preceding the
         Purchase Contract Settlement Date, the principal amount of the Treasury
         Securities or the appropriate Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio received by the Securities Intermediary shall be invested
         promptly in Permitted Investments. On the Purchase Contract Settlement
         Date, an amount equal to the Purchase Price shall be remitted to the
         Company as payment thereof without receiving any instructions from the
         Holder. In the event the sum of the proceeds from the related Pledged
         Treasury Securities or the appropriate Applicable Ownership Interest
         (as specified in clause (A) of the definition of such term) of the
         Treasury Portfolio and the investment earnings earned from such
         investments is in excess of the aggregate Purchase Price of the
         Purchase Contracts being settled thereby, the Collateral Agent shall
         cause the Securities Intermediary to distribute such excess to the
         Purchase Contract Agent for the benefit of the Holder of the related
         Growth PRIDES or Income PRIDES when received.

                  (iv)     A holder of a Preferred Security or Note that is no
         longer part of an Income PRIDES may elect to have such Preferred
         Security or Note, as the case may be, remarketed. A holder making such
         an election must notify the Property Trustee or the Indenture Trustee,
         as the case may be, prior to 11:00 a.m. (New York City time) on the
         fifth Business Day immediately preceding the Purchase Contract
         Settlement Date, of the aggregate number of Preferred Securities or
         Notes, as the case may be, that are not part of Income PRIDES to be
         remarketed. Any such notice will be irrevocable and may not be
         conditioned upon the level at which the Reset Rate is established in
         the Remarketing. Concurrently, the Property Trustee or the Indenture
         Trustee, as the case may be, shall cause such Preferred Securities or
         Notes, as the case may be, to be presented to the Remarketing Agent for
         Remarketing.

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

         (f)      Upon Cash Settlement of any Purchase Contract:


                                       37
<Page>

                  (i)      the Collateral Agent will in accordance with the
         terms of the Pledge Agreement cause the Pledged Preferred Securities,
         Pledged Notes, the appropriate Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio or the Pledged Treasury Securities, as the case may be,
         underlying the relevant Security to be released from the Pledge, free
         and clear of any security interest of the Company, and transferred to
         the Purchase Contract Agent for delivery to the Holder thereof or its
         designee as soon as practicable; and

                  (ii)     subject to the receipt thereof, the Purchase Contract
         Agent shall, by book-entry transfer or other appropriate procedures, in
         accordance with written instructions provided by the Holder thereof,
         transfer such Preferred Securities, Notes, or the appropriate
         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio or such Treasury
         Securities, as the case may be (or, if no such instructions are given
         to the Purchase Contract Agent by the Holder, the Purchase Contract
         Agent shall hold such Preferred Securities, Notes, or the appropriate
         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio or such Treasury
         Securities, as the case may be, and any interest payment thereon, in
         the name of the Purchase Contract Agent or its nominee in trust for the
         benefit of such Holder until the expiration of the time period
         specified in the abandoned property laws of the relevant state where
         such property is held).

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

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

         SECTION 5.03 ISSUANCE OF SHARES OF COMMON STOCK.

         Unless a Termination Event or an Early Settlement shall have occurred,
subject to Section 5.04(b), on the Purchase Contract Settlement Date upon
receipt of the aggregate Purchase Price payable on all Outstanding Securities,
the Company shall issue and deposit with the Purchase Contract Agent, for the
benefit of the Holders of the Outstanding Securities, one or more certificates
representing newly issued shares of Common Stock registered in the name of the
Purchase Contract Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends or
distributions for which a record date and payment date for such dividend or
distribution has occurred after the Purchase Contract Settlement Date, being
hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which the
Holders are entitled hereunder.

         Subject to the foregoing, upon surrender of a Certificate to the
Purchase Contract Agent on or after the Purchase Contract Settlement Date or
Early Settlement Date, as the case may be,


                                       38
<Page>

together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive forthwith in exchange
therefor a certificate representing that number of newly issued whole shares of
Common Stock which such Holder is entitled to receive pursuant to the provisions
of this Article Five (after taking into account all Securities then held by such
Holder), together with cash in lieu of fractional shares as provided in Section
5.09 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 Purchase
Contract Agent. If any shares of Common Stock issued in respect of a Purchase
Contract are to be registered to a Person other than the Person in whose name
the Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such registration has
paid any transfer and other taxes required by reason of such registration in a
name other than that of the registered Holder of the Certificate evidencing such
Purchase Contract or has established to the satisfaction of the Company that
such tax either has been paid or is not payable.

         SECTION 5.04 ADJUSTMENT OF SETTLEMENT RATE.

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

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

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

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

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

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


                                       39
<Page>

Stock on the date of announcement of such issuance, the Settlement Rate in
effect at the opening of business on the day following the date of such
announcement shall be increased by dividing such Settlement Rate by a fraction
of which:

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

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

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. To the extent that such
rights, warrants or options expire prior to the Purchase Contract Settlement
Date and shares of Common Stock are delivered with respect to less than all of
such rights or warrants prior to such expiration, the Settlement Rate shall be
readjusted to the Settlement Rate which would then be in effect had such
adjustments for the issuance of such rights, warrants or options been made upon
the basis of delivery of only the number of shares of Common Stock actually
delivered pursuant to such rights, warrants or options. The Company agrees that
it shall, following the expiration of such rights, warrants or options, notify
the Purchase Contract Agent of the number of shares of Common Stock actually
delivered pursuant to such rights, warrants or options. 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 agrees that it shall not issue
any such rights, warrants or options in respect of shares of Common Stock held
in the treasury of the Company.

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

         (4)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its indebtedness or
assets (including securities, but excluding any rights, warrants or options
referred to in paragraph (2) of this Section 5.04(a), any dividend or
distribution paid exclusively in cash and any dividend or distribution referred
to in paragraph (1) of this Section 5.04(a)), the Settlement Rate shall be
adjusted so that the same shall equal the rate determined by dividing the
Settlement Rate in effect immediately prior to the close of


                                       40
<Page>

business on the date fixed for the determination of shareholders entitled to
receive such distribution by a fraction of which:

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

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

such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of shareholders
entitled to receive such distribution. In any case in which this paragraph (4)
is applicable, paragraph (2) of this Section 5.04(a) shall not be applicable. In
the event that such dividend or distribution is not so paid or made, the
Settlement Rate shall again be adjusted to be the Settlement Rate which would
then be in effect if such dividend or distribution had not been declared.

         (5)      In case the Company shall, (I) by dividend or otherwise,
distribute 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 (II) 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 (III) the aggregate of any cash plus the fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender or exchange offer by the Company or any of its
subsidiaries for all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of the distribution described in clause (I)
above and in respect of which no adjustment pursuant to this paragraph (5) or
paragraph (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 multiplied by the number of shares of Common Stock outstanding on
such date, then, in each such case, 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 such record date by a
fraction of which:

                  (i)      the numerator shall be the Current Market Price of
         Common Stock on the record date less the amount of cash so distributed
         (and not excluded as provided above) applicable to one share of Common
         Stock; and

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


                                       41
<Page>

such increase to be effective immediately prior to the opening of business on
the day following the record date; PROVIDED, HOWEVER, that in the event the
portion of cash so distributed applicable to one share of Common Stock is equal
to or greater than the Current Market Price per share of Common Stock on the
record date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each holder of a Security shall have the right to receive upon
settlement of the Securities the amount of cash such Holder would have received
had such Holder settled each Security on the record date. In the event that such
dividend or distribution is not so paid or made, the Settlement Rate shall again
be adjusted to be the Settlement Rate which would then be in effect if such
dividend or distribution had not been declared.

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

                  (i)      the numerator of which shall be equal to (A) the
         product of (I) the Current Market Price per share of 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 (B) the amount of cash plus the fair market value (determined
         as aforesaid) of the aggregate consideration payable to shareholders
         based on the transactions described in clauses (I) and (II) above
         (assuming in the case of clause (I) the acceptance, up to any maximum
         specified in the terms of the tender or exchange offer, of Purchased
         Shares); and

                  (ii)     the denominator of which shall be equal to the
         product of (A) the Current Market Price per share of Common Stock as of
         the Expiration Time and (B) the number of shares of Common Stock
         outstanding (including any tendered shares) as of the


                                       42
<Page>

         Expiration Time less the number of all shares validly tendered and not
         withdrawn as of the Expiration Time (the shares deemed so accepted, up
         to any such maximum, being referred to as the "PURCHASED SHARES").

         (7)      The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.04(b) applies) shall be deemed to
involve:

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

                  (ii)     a subdivision, split or combination, as the case may
         be, of the number of shares of Common Stock outstanding immediately
         prior to such reclassification into the number of shares of Common
         Stock outstanding immediately thereafter (and the effective date of
         such reclassification shall be deemed to be "the day upon which such
         subdivision or split becomes effective" or "the day upon which such
         combination becomes effective", as the case may be, and "the day upon
         which such subdivision, split or combination becomes effective" within
         the meaning of paragraph (3) of this Section).

         (8)      The "CURRENT MARKET PRICE" per share of Common Stock on any
date of determination means the average of the daily Closing Prices for the five
consecutive Trading Days selected by the Company commencing not more than 30
Trading Days before, and ending not later than, the earlier of such date of
determination 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 Common Stock trades regular way on such exchange or
in such market without the right to receive such issuance or distribution.

         (9)      All adjustments to the Settlement Rate shall be calculated to
the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment
in the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent thereof; PROVIDED, HOWEVER, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
any announcement of an issuance of rights, warrants or options or the
declaration of a date fixed for determination of shareholders entitled to
receive a dividend or distribution requiring adjustment pursuant to this Section
5.04(a) shall subsequently be canceled by the Company, or such dividend,
distribution or issuance shall fail to receive requisite approval or fail to
occur, the Settlement Rate shall be readjusted to the Settlement Rate which
would then have been in effect had adjustment for such event not been made. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.04(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 5.01 will
apply on the Purchase Contract Settlement Date. Such adjustment shall be made by
multiplying the Applicable Market Value by


                                       43
<Page>

a fraction of which the numerator shall be the Settlement Rate immediately after
such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10)
of this Section 5.04(a) and the denominator shall be the Settlement Rate
immediately prior to such adjustment; PROVIDED, HOWEVER, that if such adjustment
to the Settlement Rate is required to be made pursuant to the occurrence of any
of the events contemplated by paragraph (1), (2), (3), (4), (5), (6), (7) or
(10) of this Section 5.04(a) during the period taken into consideration for
determining the Applicable Market Value, appropriate and customary adjustments
shall be made to the Settlement Rate.

         (10)     The Company may, but shall not be required to, make such
increases in the Settlement Rate, in addition to those required by this Section,
as it considers to be advisable in order to avoid or diminish any income tax to
any holders of shares of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or subscribe
for stock or from any event treated as such for income tax purposes or for any
other reason.

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

         (1)      In the event of:

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

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

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

                  (iv)     any liquidation, dissolution or termination of the
         Company other than as a result of or after the occurrence of a
         Termination Event, (any such event, a "REORGANIZATION EVENT"),

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


                                       44
<Page>

amount of securities, cash and other property receivable upon such
Reorganization Event (PROVIDED that if the kind or amount of securities, cash
and other property receivable upon such Reorganization Event is not the same for
each share of Common Stock held immediately prior to such Reorganization Event
by other than a Constituent Person or an Affiliate thereof and in respect of
which such rights of election shall not have been exercised ("NON-ELECTING
SHARE"), then for the purpose of this Section the kind and amount of securities,
cash and other property receivable upon such Reorganization Event by each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).

         In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of the
Company or, in the event of a liquidation, dissolution or termination of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that each Holder of an Outstanding Security shall
have the rights provided by this Section 5.04(b). Such supplemental agreement
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 5.04. The above
provisions of this Section 5.04 shall similarly apply to successive
Reorganization Events.

         (2)      In the event of a consolidation or merger of the Company with
or into another Person, any merger of another Person into the Company (other
than a merger that does not result in any reclassification, conversion, exchange
or cancellation of outstanding shares of Common Stock) in which 30% or more of
the total consideration paid to the Company's shareholders consists of cash or
cash equivalents (a "CASH MERGER"), then a Holder of a Security may settle his
Purchase Contract for cash as described in Section 5.02(a)(i) or 5.02(d)(i)
hereof, as applicable, on or after the date of the cash merger, at the
applicable Settlement Rate. Within five Business Days of the completion of a
Cash Merger, the Company shall provide written notice to Holders of Securities
of such completion of a Cash Merger, which shall specify the deadline for
submitting a notice of Early Settlement pursuant to this Section 5.04(b)(2), the
applicable Settlement Rate and the amount (per share of common stock) of cash,
securities and other consideration receivable by the Holder upon settlement. For
the purposes of this Section 5.04(b)(2), the sixteenth Business Day after the
closing of the merger or consolidation shall be deemed to be the Purchase
Contract Settlement Date for the purpose of determining the Applicable Market
Value and the deadline for submitting the notice to settle early and the related
cash payment of the Purchase Price shall be 5:00 p.m. (New York City time) on
the tenth Business Day after the date the notice relating to a Cash Merger is
provided to the Holders by the Company. Growth PRIDES holders may only effect
Early Settlement pursuant to this Section 5.04(b)(2) in integral multiples of 20
Purchase Contracts. Other than the provisions relating to timing of notice and
settlement, which shall be as set forth above, the provisions of Section 5.01(a)
shall apply with respect to an Early Settlement following a Cash Merger pursuant
to this Section 5.04(b)(2). Notwithstanding the foregoing, no Early Settlement
will be permitted pursuant to this Section 5.04(b)(2) unless, at the time such
Early Settlement is effected, there is an effective Registration Statement with
respect to the shares of Common Stock to be issued and delivered in connection
with such early settlement, if such a Registration Statement is required (in the
view of counsel, which need not be in the form of a written opinion, for either
the Company or the Purchase Contract Agent) under the Securities Act. If such a
Registration


                                       45
<Page>

Statement is so required, the Company covenants and agrees to use its best
efforts to (A) have in effect a Registration Statement covering the shares of
Common Stock to be delivered in respect of the Purchase Contracts being settled
and (B) provide a Prospectus in connection therewith, in each case in a form
that the Purchase Contract Agent may use in connection with such early
settlement.

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

         SECTION 5.05 NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

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

                  (i)      forthwith compute the adjusted Settlement Rate in
         accordance with Section 5.04 and prepare and transmit to the Purchase
         Contract Agent an Officer's Certificate setting forth the Settlement
         Rate, the method of calculation thereof in reasonable detail, and the
         facts requiring such adjustment and upon which such adjustment is
         based; and

                  (ii)     within 10 Business Days following the occurrence of
         an event that requires an adjustment to the Settlement Rate pursuant to
         Section 5.04 (or if the Company is not aware of such occurrence, as
         soon as practicable after becoming so aware), provide a written notice
         to the Holders of the Securities of the occurrence of such event and a
         statement in reasonable detail setting forth the method by which the
         adjustment to the Settlement Rate was determined and setting forth the
         adjusted Settlement Rate.

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

         SECTION 5.06 TERMINATION EVENT; NOTICE.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Purchase
Contract Payments (including any deferred or accrued and unpaid Purchase
Contract Payments), if the Company shall have such obligation, and the rights
and obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Purchase Contract

                                    46

<Page>

Agent or the Company, if, prior to or on the Purchase Contract Settlement
Date, a Termination Event shall have occurred.

         Upon and after the occurrence of a Termination Event, the Securities
shall thereafter represent the right to receive the Preferred Securities, the
Notes, the Treasury Securities or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, forming part of such
Securities, in accordance with the provisions of Section 5.04 of the Pledge
Agreement. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Purchase Contract Agent, the Collateral Agent and the Holders,
at their addresses as they appear in the Security Register.

         SECTION 5.07 EARLY SETTLEMENT.

         (a)      Subject to and upon compliance with the provisions of this
Section 5.07, at the option of the Holder thereof, Purchase Contracts underlying
Securities may effect Early Settlement on or prior to 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date. Holders of Growth PRIDES may only effect Early Settlement of
the related Purchase Contracts in integral multiples of 20 Purchase Contracts.
In order to exercise the right to effect Early Settlement with respect to any
Purchase Contracts, the Holder of the Certificate evidencing Securities shall
deliver to the Purchase Contract Agent at the Corporate Trust Office an
"Election to Settle Early" form (on the reverse side of the Certificate) and any
other documents requested by the Purchase Contract Agent 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) (A) the Stated
Amount times (B) the number of Purchase Contracts with respect to which the
Holder has elected to effect Early Settlement, plus (ii) if such delivery is
made with respect to any Purchase Contracts during the period from the close of
business on any Record Date next preceding any Payment Date to the opening of
business on such Payment Date, an amount equal to the Purchase Contract Payments
payable on such Payment Date with respect to such Purchase Contracts.

         Except as provided in the immediately preceding sentence and subject to
Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase
Contract on account of any Purchase Contract Payments accrued on such Purchase
Contract or on account of dividends payable on the Common Stock issued upon such
Early Settlement, the record date for which payment occurs prior to the Early
Settlement Date. If the foregoing requirements are first satisfied with respect
to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New
York City time) on a Business Day, such day shall be the "EARLY SETTLEMENT DATE"
with respect to such Securities and if such requirements are first satisfied
after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a
Business Day, the "EARLY SETTLEMENT DATE" with respect to such Securities shall
be the next succeeding Business Day (so long as such next succeeding Business
Day is not later than the fifth Business Day immediately preceding the Purchase
Contract Settlement Date).

         (b)      No Early Settlement will be permitted under this Section 5.07
unless, at the time of delivery of the Election to Settle Early form or the time
the Early Settlement is effected, there is an effective Registration Statement
with respect to the shares of Common Stock to be issued and delivered in
connection with such Early Settlement, if such a Registration Statement is


                                       47
<Page>

required (in the view of counsel, which need not be in the form of a written
opinion, for either the Company or the Purchase Contract Agent) under the
Securities Act. If such a Registration Statement is so required, the Company
covenants and agrees to use its best efforts to (A) have in effect a
Registration Statement covering the shares of Common Stock to be delivered in
respect of the Purchase Contracts being settled and (B) provide a Prospectus in
connection therewith, in each case in a form that the Purchase Contract Agent
may use in connection with such Early Settlement.

         (c)      Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Company shall issue, and the Holder shall be entitled to
receive 1.4536 shares of Common Stock on account of each Purchase Contract as to
which Early Settlement is effected (the "EARLY SETTLEMENT RATE"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted.

         (d)      Not later than the third Business Day after the applicable
Early Settlement Date, the Company shall cause:

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

                  (ii)     the related Preferred Securities, Notes or the
         appropriate Applicable Ownership Interest (as specified in clause (A)
         of the definition of such term) of the Treasury Portfolio, in the case
         of Income PRIDES, or the related Treasury Securities, in the case of
         Growth PRIDES, to be released from the Pledge by the Collateral Agent
         and transferred, in each case, to the Purchase Contract Agent for
         delivery to the Holder thereof or its designee.

         (e)      Upon Early Settlement of any Purchase Contracts, and subject
to receipt of shares of Common Stock from the Company and the Preferred
Securities, Notes, the appropriate Applicable Ownership Interest as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, or
Treasury Securities, as the case may be, from the Securities Intermediary, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder thereof on the Election to Settle Early form
(on the reverse of the Certificate evidencing the related Securities):

                  (i)      transfer to the Holder the Preferred Securities,
         Notes, the appropriate Applicable Ownership Interest (as specified in
         clause (A) of the definition of such term) of the Treasury Portfolio or
         Treasury Securities, as the case may be, forming a part of such
         Securities;

                  (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 5.09; and

                  (iii)    if so required under the Securities Act, deliver a
         Prospectus for the shares of Common Stock issuable upon such Early
         Settlement as contemplated by Section 5.07(b).


                                       48
<Page>

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

         (g)      A Holder of a Security who effects Early Settlement may elect
to have the Preferred Securities or Notes, as the case may be, no longer a part
of an Income PRIDES remarketed. A Holder making such an election must notify the
Property Trustee or the Indenture Trustee, as the case may be, prior to 11:00
a.m. (New York City time) on the fourth Business Day immediately preceding the
Purchase Contract Settlement Date, of the aggregate number of Preferred
Securities or Notes that are not part of Income PRIDES to be remarketed. Any
such notice will be irrevocable and may not be conditioned upon the level at
which the Reset Rate is established in the Remarketing. Concurrently, the
Property Trustee or the Indenture Trustee, as the case may be, shall cause such
Preferred Securities or Notes, as the case may be, to be presented to the
Remarketing Agent for Remarketing.

         SECTION 5.08 INTENTIONALLY OMITTED.

         SECTION 5.09 NO FRACTIONAL SHARES.

         No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Purchase Contracts on the
Purchase Contract Settlement Date or upon Early Settlement, the Company, through
the Purchase Contract Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Purchase
Contract Agent from time to time with sufficient funds to permit the Purchase
Contract Agent to make all cash payments required by this Section 5.09 in a
timely manner.

         SECTION 5.10 CHARGES AND TAXES.

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


                                       49
<Page>

of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

         SECTION 5.11 PURCHASE CONTRACT PAYMENTS.

         (a)      Subject to Section 5.12, the Company shall pay, on each
Payment Date, the Purchase Contract Payments payable in respect of each Purchase
Contract to the Person in whose name a Certificate is registered at the close of
business on the Record Date next preceding such Payment Date. The Purchase
Contract Payments will be payable at the office of the Purchase Contract Agent
in New York City maintained for that purpose or, at the option of the Holder, by
check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Security Register. If any date on which Purchase
Contract Payments are to be made is not a Business Day, then payment of the
Purchase Contract Payments payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment will be made on the immediately preceding Business
Day. Purchase Contract Payments payable for any period will be computed (i) for
any full quarterly period on the basis of a 360-day year of twelve 30-day months
and (ii) for any period shorter than a full quarterly period, on the basis of a
30-day month and, for periods of less than a month, on the basis of the actual
number of days elapsed per 30-day month.

         (b)      Upon the occurrence of a Termination Event, the Company's
obligation to pay future Purchase Contract Payments (including any accrued or
deferred Purchase Contract Payments) 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 reestablishment of Income PRIDES) any
other Certificate shall carry the right to accrued or deferred and unpaid
Purchase Contract Payments and the right to accrue Purchase Contract Payments,
which rights were carried by the Purchase Contracts underlying such other
Certificates.

         (d)      Subject to Section 5.07, in the case of any Security with
respect to which Early Settlement of the underlying Purchase Contract is
effected on an Early Settlement Date that is after any Record Date and prior to
or on the next succeeding Payment Date, Purchase Contract Payments otherwise
payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Early Settlement, and such Purchase Contract Payments shall
be paid to the Person in whose name the Certificate evidencing such Security is
registered at the close of business on such Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Security with respect to which Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date, Purchase Contract Payments
that would otherwise be payable after the Early Settlement Date with respect to
such Purchase Contract shall not be payable.

         (e)      The obligations of the Company with respect to Purchase
Contract Payments will be subordinated and junior in right of payment to the
Company's obligations under any Senior Indebtedness. In the event of:


                                       50
<Page>

                  (i)      any insolvency or bankruptcy case or proceeding, or
         any receivership, liquidation, reorganization or other similar case or
         proceeding in connection therewith, relative to the Company or to
         creditors of the Company, as such, or to the Company's assets;

                  (ii)     any voluntary or involuntary liquidation, dissolution
         or other winding up of the Company, whether or not involving insolvency
         or bankruptcy; or

                  (iii)    any assignment for the benefit of creditors or any
         other marshalling of the Company's assets and liabilities,

then and in any such event (A) the holders of Senior Indebtedness will be
entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Indebtedness, or provision will be made for such payment
in cash, before the Holders of Outstanding Securities are entitled to receive or
retain any payment of Purchase Contract Payments, and (B) in furtherance of the
foregoing, the holders of Senior Indebtedness will be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other Senior Indebtedness being subordinated to the payment of Purchase
Contract Payments on the Outstanding Securities, which may be payable or
deliverable in respect of the Outstanding Securities in any such case,
proceeding, dissolution, liquidation or other winding up event.

         Subject to the payment in full of all Senior Indebtedness, the rights
of the Holders of the Outstanding Securities with respect to Purchase Contract
Payments will be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the
Company applicable to such Senior Indebtedness until the Purchase Contract
Payments with respect to the Outstanding Securities have been paid in full.

         The Company shall not make any payment of Purchase Contract Payments
with respect to the Outstanding Securities if any Senior Indebtedness is not
paid when due and such default has not been cured or waived or ceased to exist,
or if the maturity of any Senior Indebtedness has been accelerated because of a
default.


         SECTION 5.12 DEFERRAL OF PURCHASE CONTRACT PAYMENTS.

         (a)      The Company has the right to defer payment of all or part of
the Purchase Contract Payments in respect of each Purchase Contract until no
later than the Purchase Contract Settlement Date, but only if the Company shall
give the Holders and the Purchase Contract Agent written notice of its election
to defer such 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 Purchase Contract Payments to the
NYSE or other applicable self-regulatory organization or to Holders of the
Securities, but in any event not less than one Business Day prior to such Record
Date. If the Company so elects to defer Purchase Contract Payments, the Company
shall pay additional Purchase Contract Payments on such deferred installments of


                                       51
<Page>

Purchase Contract Payments at a rate equal to 9.5% per annum, compounding
quarterly, until such deferred installments are paid in full. Deferred Purchase
Contract Payments shall be due on the Payment Date except to the extent that
payment is deferred pursuant to this Section. Except as otherwise provided in
Section 5.11(d), in the case of any Security with respect to which Early
Settlement of the underlying Purchase Contract is effected on an Early
Settlement Date, the Holder will have no right to receive any accrued or
deferred Purchase Contract Payments.

         (b)      In the event the Company elects to defer the payment of
Purchase Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date, each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments. The
Company shall pay such amounts on the Purchase Contract Settlement Date in the
manner described in Section 5.02(e).

         (c)      In the event the Company exercises its option to defer the
payment of Purchase Contract Payments, then, until all deferred Purchase
Contract Payments have been paid, the Company shall not (a) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities that rank junior to the Notes in the right of payment issued by
the Company, or (b) make any guarantee payments with respect to any guarantee by
the Company of any securities of any of its subsidiaries if such guarantee ranks
junior to the Notes in the right of payment, (c) declare or pay any dividends or
distributions on any of the Company's capital stock, (d) redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
capital stock or (e) make any distribution or payment of interest on any
preferred security which ranks pari passu with the Preferred Securities or on
senior deferrable debt with similar deferrable provisions to the senior
deferrable notes. Notwithstanding the foregoing, the Company may (1) purchase or
acquire its capital stock in connection with the satisfaction by it of its
obligations under any employee or director compensation or benefit plans or
under the Company's direct stock purchase and dividend reinvestment plans, or
pursuant to any contract or security outstanding on the first day of any such
event requiring it to purchase its capital stock; (2) reclassify its capital
stock or exchange or convert one class or series of its capital stock for
another class or series of its capital stock; (3) purchase fractional interests
in shares of its capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged; (4) declare
or pay dividends or distributions in its capital stock; (5) redeem or repurchase
any rights pursuant to a rights agreement; and (6) make payments under the
Guarantee related to the Preferred Securities.

                                    ARTICLE 6

                                    REMEDIES

         SECTION 6.01 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PURCHASE
CONTRACT PAYMENTS AND TO PURCHASE SHARES OF COMMON STOCK.

         Each Holder of a Security shall have the right, which is absolute and
unconditional, (i) subject to the right of the Company to defer such payments in
accordance with Section 5.12, to receive each Purchase Contract Payment with
respect to the Purchase Contract comprising part


                                       52
<Page>

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

         SECTION 6.02 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 6.03 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 6.04 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 6.05 UNDERTAKING FOR COSTS.

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


                                       53
<Page>

or for enforcement of the right to purchase shares of Common Stock under the
Purchase Contracts constituting part of any Security held by such Holder.

         SECTION 6.06 WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE 7

                           THE PURCHASE CONTRACT AGENT

         SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The Purchase Contract Agent:

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

         (2)      in the absence of bad faith, willful misconduct or negligence
on its part, may, with respect to the Securities, conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Purchase Contract Agent and
conforming to the requirements of this Agreement or the Pledge Agreement, as
applicable, but in the case of any certificates or opinions which by any
provision hereof are specifically required to be furnished to the Purchase
Contract Agent, the Purchase Contract Agent shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Agreement or the Pledge Agreement, as applicable (but need not confirm or
investigate the accuracy of the mathematical calculations or other facts stated
therein).

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

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


                                       54
<Page>

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

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

         (4)      the Purchase Contract Agent shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in principal amount of the
Outstanding Securities.

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

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

         SECTION 7.02 NOTICE OF DEFAULT.

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

         SECTION 7.03 CERTAIN RIGHTS OF PURCHASE CONTRACT AGENT.

         Subject to the provisions of Section 7.01:

         (1)      the Purchase Contract Agent may 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, Note, note, other evidence of indebtedness or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

         (2)      any request or direction of the Company mentioned herein shall
be sufficiently evidenced by an 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;

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


                                       55
<Page>

         (4)      the Purchase Contract Agent may consult with counsel of its
selection appointed with due care by it hereunder and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

         (5)      the Purchase Contract Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Purchase Contract Agent, in its discretion, and at the expense
of the Company, may make reasonable further inquiry or investigation into such
facts or matters related to the execution, delivery and performance of the
Purchase Contracts as it may see fit, and, if the Purchase Contract Agent shall
determine to make such further inquiry or investigation, it shall be given a
reasonable opportunity to examine the relevant books, records and premises of
the Company, personally or by agent or attorney and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

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

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

         (9)      the Purchase Contract Agent shall not be deemed to have notice
of any default hereunder unless a Responsible Officer of the Purchase Contract
Agent has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Purchase Contract Agent at the
Corporate Trust Office of the Purchase Contract Agent, and such notice
references the Securities and this Agreement;

         (10)     the Purchase Contract Agent may request that the Company
deliver an Officer's Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to
this Agreement, which Officer's Certificate may be signed by any person
authorized to sign an Officer's Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded;
and

         (11)     the rights, privileges, protections, immunities and benefits
given to the Purchase Contract Agent, including, without limitation, its right
to be indemnified, are extended


                                       56
<Page>

to, and shall be enforceable by, the Purchase Contract Agent in each of its
capacities hereunder, and to each agent, custodian and other Person employed to
act hereunder.

         SECTION 7.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

         SECTION 7.05 MAY HOLD SECURITIES.

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

         SECTION 7.06 MONEY HELD IN CUSTODY.

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

         SECTION 7.07 COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

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

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

         (3)      to indemnify the Purchase Contract Agent and any predecessor
Purchase Contract Agent for, and to hold it harmless against, any loss,
liability or expense incurred without gross 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 (whether asserted by the Company, a Holder or
any other


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<Page>

person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

         The provisions of this Section shall survive the resignation and
removal of the Purchase Contract Agent and the termination of this Agreement.

         SECTION 7.08 CORPORATE PURCHASE CONTRACT AGENT REQUIRED; ELIGIBILITY.

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

         SECTION 7.09 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

         (d)      If at any time:


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<Page>

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

         (2)      the Purchase Contract Agent shall cease to be eligible under
Section 7.08 and shall fail to resign after written request therefor by the
Company or by any such Holder; or

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

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

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

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

         SECTION 7.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a)      In case of the appointment hereunder of a successor Purchase
Contract Agent, every such successor Purchase Contract Agent so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Purchase
Contract Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Purchase Contract Agent shall become
effective and such successor Purchase Contract Agent, without any further act,
deed or conveyance, shall become vested with all the rights, powers, agencies
and duties of the retiring Purchase Contract Agent; but, on the request of the
Company or the successor Purchase


                                       59
<Page>

Contract Agent, such retiring Purchase Contract Agent shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Purchase Contract Agent all the rights, powers and trusts of the retiring
Purchase Contract Agent and shall duly assign, transfer and deliver to such
successor Purchase Contract Agent all property and money held by such retiring
Purchase Contract Agent hereunder.

         (b)      Upon request of any such successor Purchase Contract Agent,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Purchase Contract Agent all such
rights, powers and agencies referred to in paragraph 7.10(a) of this Section.

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

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

         Any corporation into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Purchase Contract
Agent shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, provided that 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
Purchase Contract Agent then in office, any successor by merger, conversion or
consolidation to such Purchase Contract Agent may adopt such authentication and
execution and deliver the Certificates so authenticated and executed with the
same effect as if such successor Purchase Contract Agent had itself
authenticated and executed such Securities.

         SECTION 7.12 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

         SECTION 7.13 NO OBLIGATIONS OF PURCHASE CONTRACT AGENT.


                                       60
<Page>

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

         SECTION 7.14 TAX COMPLIANCE.

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

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

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

                                   ARTICLE 8

                             SUPPLEMENTAL AGREEMENTS

         SECTION 8.01 SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.


                                       61
<Page>

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

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

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

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

         (4)      make provision with respect to the rights of Holders pursuant
to the requirements of Section 5.04(b); or

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

         SECTION 8.02 SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

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

         (1)      change any Payment Date;

         (2)      change the amount or the type of Collateral required to be
Pledged to secure a Holder's obligations under the Purchase Contract, impair the
right of the Holder of any Purchase Contract to receive distributions on the
related Collateral (except for the rights of Holders of Income PRIDES to
substitute Treasury Securities for the Pledged Preferred Securities or Pledged
Notes or the rights of Holders of Growth PRIDES to substitute Preferred
Securities or Notes for the Pledged Treasury Securities) or otherwise adversely
affect the Holder's rights in or to such Collateral or adversely alter the
rights in or to such Collateral;

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


                                       62
<Page>

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

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

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

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

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

         SECTION 8.03 EXECUTION OF SUPPLEMENTAL AGREEMENTS.

         In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Purchase Contract Agent shall be
provided, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Agreement and that any and all conditions precedent to the execution and
delivery of such supplemental agreement have been satisfied. The Purchase
Contract Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Purchase Contract Agent's own rights,
duties or immunities under this Agreement or otherwise.

         SECTION 8.04 EFFECT OF SUPPLEMENTAL AGREEMENTS.

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

         SECTION 8.04 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


                                       63
<Page>

the Purchase Contract Agent, bear a notation in form approved by the Purchase
Contract Agent as to any matter provided for in such supplemental agreement. If
the Company shall so determine, new Certificates so modified as to conform, in
the opinion of the Purchase Contract Agent and the Company, to any such
supplemental agreement may be prepared and executed by the Company and
authenticated, executed on behalf of the Holders and delivered by the Purchase
Contract Agent in exchange for outstanding Certificates.

                                   ARTICLE 9

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 9.01 COVENANT NOT TO CONSOLIDATE, MERGE, CONVEY, TRANSFER OR
LEASE PROPERTY EXCEPT UNDER CERTAIN CONDITIONS.

         The Company covenants that it will not consolidate with or merge into
any other corporation or convey, transfer or lease all or substantially all of
its properties and assets to any Person, 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 Guarantee, this Agreement, the Pledge
         Agreement, the Indenture (including any supplement thereto) and the
         Remarketing Agreement by one or more supplemental agreements in form
         reasonably satisfactory to the Purchase Contract Agent and the
         Collateral Agent, executed and delivered to the Purchase Contract Agent
         and the Collateral Agent by such corporation; and

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

         SECTION 9.02 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

         In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.01, such successor
corporation shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of Cinergy Corp., any or all of the Certificates evidencing Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Purchase Contract Agent; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Purchase Contract
Agent shall authenticate and execute on behalf of the Holders and deliver any


                                       64
<Page>

Certificates which previously shall have been signed and delivered by the
officers of the Company to the Purchase Contract Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

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

         SECTION 9.03 OFFICER'S CERTIFICATE AND OPINION OF COUNSEL GIVEN TO
PURCHASE CONTRACT AGENT.

         The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall
receive an Officer's Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale, assignment,
transfer, lease or conveyance, and any such assumption, complies with the
provisions of this Article and that all conditions precedent to the consummation
of any such merger, consolidation, share exchange, sale, assignment, transfer,
lease or conveyance have been met.

                                   ARTICLE 10

                                   COVENANTS

         SECTION 10.01 PERFORMANCE UNDER PURCHASE CONTRACTS.

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

         SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in the Borough of Manhattan, New York City an
office or agency where Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement of the Purchase Contracts
on the Purchase Contract Settlement Date or Early Settlement and for transfer of
Collateral upon occurrence of a Termination Event, where Certificates may be
surrendered for registration of transfer or exchange, for a Collateral
Substitution or reestablishment of Income PRIDES and where notices and demands
to or upon the Company in respect of the Securities and this Agreement may be
served. The Company will give prompt written notice to the Purchase Contract
Agent of the location, and any change in the location, of such office or agency.
The Company initially designates the Corporate Trust Office of the Purchase
Agent as such office of the Company. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Purchase Contract Agent


                                       65
<Page>

with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Company hereby
appoints the Purchase Contract Agent as its agent to receive all such
presentations, surrenders, notices and demands.

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

         SECTION 10.03 COMPANY TO RESERVE COMMON STOCK.

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

         SECTION 10.04 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 10.05 STATEMENTS OF OFFICERS OF THE COMPANY AS TO DEFAULT.

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

         SECTION 10.06 ERISA.

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

                       [SIGNATURES ON THE FOLLOWING PAGE]


                                       66
<Page>

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

                                    CINERGY CORP.


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

                                    THE BANK OF NEW YORK,
                                    as Purchase Contract Agent


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



                                       67
<Page>


                                                                       EXHIBIT A

                        FACE OF INCOME PRIDES CERTIFICATE

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

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

No. ____                                                    CUSIP No.  172474207
Number of Income PRIDES:______________

                                  CINERGY CORP.
                               CC FUNDING TRUST I
                                  INCOME PRIDES

         This Income PRIDES Certificate certifies that ___________________ is
the registered Holder of the number of Income PRIDES set forth above. Each
Income PRIDES consists of (i) either (a) the beneficial ownership by the Holder
of one Preferred Security (the "PREFERRED SECURITY") of CC Funding Trust I, a
Delaware statutory business trust (the "TRUST"), having a stated liquidation
amount of $50, subject to the Pledge of such Preferred Security by such Holder
pursuant to the Pledge Agreement, or (b) upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with Cinergy Corp., a Delaware corporation (the "COMPANY"). All


                                      A-1
<Page>

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

         Pursuant to the Pledge Agreement, the Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of each Income PRIDES 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 part of such Income PRIDES.

         The Pledge Agreement provides that all payments of the liquidation
amount with respect to any of the Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, or cash
distributions on any Pledged Preferred Securities (as defined in the Pledge
Agreement) or the appropriate Applicable Ownership Interest (as specified in
clause (B) of the definition of such term) of the Treasury Portfolio, as the
case may be, constituting part of the Income PRIDES received by the Securities
Intermediary shall be paid by wire transfer in same day funds (i) in the case of
(A) cash distributions with respect to Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, and (B)
any payments of the liquidation amount with respect to any Preferred Securities
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be, that
have been released from the Pledge pursuant to the Pledge Agreement, to the
Purchase Contract Agent to the account designated by the Purchase Contract
Agent, no later than 2:00 p.m., New York City time, on the Business Day such
payment is received by the Securities Intermediary (PROVIDED that in the event
such payment is received by the Securities Intermediary on a day that is not a
Business Day or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on the
next succeeding Business Day) and (ii) in the case of payments of the
liquidation amount with respect to any of the Pledged Preferred Securities or
the appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, to the Company on the
Purchase Contract Settlement Date (as described herein) in accordance with the
terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Income PRIDES of which such Pledged Preferred
Securities or the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be, are
a part under the Purchase Contracts forming a part of such Income PRIDES.
Distributions on any Preferred Security or the appropriate Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) of the
Treasury Portfolio, as the case may be, forming part of an Income PRIDES
evidenced hereby, which are payable quarterly in arrears on February 16, May 16,
August 16, and November 16 of each year, commencing February 16, 2002 (a
"PAYMENT DATE"), shall, subject to receipt thereof by the Purchase Contract
Agent from the Securities Intermediary, be paid to the Person in whose name this
Income PRIDES Certificate (or a Predecessor Income PRIDES 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
Income PRIDES Certificate to purchase, and the Company to sell, on February 16,
2005 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $50 (the
"STATED AMOUNT"), a number of shares of


                                      A-2
<Page>

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

         The Company shall pay, on each Payment Date, in respect of each
Purchase Contract forming part of an Income PRIDES evidenced hereby, an amount
(the "PURCHASE CONTRACT PAYMENTS") equal to 2.6% per year of the Stated Amount.
Such Purchase Contract Payments shall be payable to the Person in whose name
this Income PRIDES Certificate is registered at the close of business on the
Record Date for such Payment Date. The Company may, at its option, defer such
Purchase Contract Payments.

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

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

         Unless the certificate of authentication hereon has been executed by
the Purchase Contract Agent by manual signature, this Income PRIDES 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.

                                   CINERGY CORP.


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

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

                                   By: THE BANK OF NEW YORK,
                                     not individually but solely as
                                     Attorney-in-Fact of such Holder

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

DATED:  December 18, 2001


                                      A-4
<Page>


                          CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT

         This is one of the Income PRIDES Certificates referred to in the within
mentioned Purchase Contract Agreement.

                                       By:   THE BANK OF NEW YORK,
                                             as Purchase Contract Agent

                                       By:
                                             ----------------------------------
                                                     Authorized Signatory
Dated: December 18, 2001


                                      A-5
<Page>

                 (FORM OF REVERSE OF INCOME PRIDES CERTIFICATE)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of December 18, 2001 (as may be supplemented from
time to time, the "PURCHASE CONTRACT AGREEMENT"), between the Company and The
Bank of New York, as Purchase Contract Agent (including its successors
hereunder, the "PURCHASE CONTRACT AGENT"), to which Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Income PRIDES Certificates are, and are
to be, executed and delivered.

         Unless an Early Settlement has occurred, each Purchase Contract
evidenced hereby obligates the Holder of this Income PRIDES Certificate to
purchase, and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount (the "PURCHASE PRICE"), a number of shares of
Common Stock equal to the Settlement Rate, unless, prior to or on the Purchase
Contract Settlement Date, there shall have occurred a Termination Event with
respect to the Purchase Contract which is a part of this Security. The
"SETTLEMENT RATE" is equal to:

                  (1)      if the Applicable Market Value (as defined below) is
         greater than or equal to $34.3970 (the "THRESHOLD APPRECIATION PRICE"),
         1.4536 shares of Common Stock per Purchase Contract;

                  (2)      if the Applicable Market Value is less than the
         Threshold Appreciation Price but greater than $29.15 (the "REFERENCE
         PRICE"), the number of shares of Common Stock per Purchase Contract
         having a value equal to the Stated Amount divided by the Applicable
         Market Value; and

                  (3)      if the Applicable Market Value is less than or equal
         to the Reference Price, 1.7153 shares of Common Stock per Purchase
         Contract,

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

         No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

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

         The "APPLICABLE MARKET VALUE" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Purchase Contract Settlement
Date.

         The "CLOSING PRICE" per share of Common Stock on any date of
determination means:


                                      A-6
<Page>

                  (1)      the closing sale price as of the close of the
         principal trading session (or, if no closing price is reported, the
         last reported sale price) per share on the New York Stock Exchange,
         Inc. (the "NYSE") on such date;

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

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

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

                  (5)      if such bid price is not available, the market value
         of Common Stock on such date as determined by a nationally recognized
         independent investment banking firms retained for this purpose by the
         Company.

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

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Income PRIDES Certificate may pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement or an Early Settlement or from the
proceeds of the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio or a Remarketing of the
related Pledged Preferred Securities. A Holder of Income PRIDES who does not
effect, on or prior to 11:00 a.m. (New York City time) on the fourth Business
Day immediately preceding the Purchase Contract Settlement Date (or in the event
a Tax Event Redemption has occurred, the Business Day prior to the Purchase
Contract Settlement Date), an effective Cash Settlement, or who does not effect
on or prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to
the Purchase Contract Settlement Date an effective Early Settlement, shall pay
the Purchase Price for the shares of Common Stock to be delivered under the
related Purchase Contract from the proceeds of the sale of the related Pledged
Preferred Securities held by the Collateral Agent. Such sale will be made by the
Remarketing Agent pursuant to the terms of the Remarketing Agreement on the
third Business Day prior to the Purchase Contract Settlement Date. If, as
provided in the Purchase Contract Agreement, upon the occurrence of a Failed
Remarketing, the Collateral Agent, for the benefit of the Company, exercises its
rights as a secured creditor with respect to the Pledged Preferred Securities
related to this Income PRIDES certificate, any accrued and unpaid distributions
on such Pledged Preferred Securities will become payable by the Company to the
holder of this Income PRIDES Certificate in the manner provided for in the
Purchase Contract Agreement.


                                      A-7
<Page>

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

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

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

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

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

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

Upon the written request of the Income PRIDES Holders on such record date, the
Purchase Contract Agent shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests, the
maximum number of Preferred Securities as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of an Income PRIDES, the Purchase Contract Agent shall abstain from
voting the Preferred Security evidenced by such Income PRIDES.

         Upon the dissolution and liquidation of the Trust, an aggregate
principal amount of the Notes constituting the assets of the Trust and
underlying the Preferred Securities equal to the aggregate liquidation amount of
the Pledged Preferred Securities shall be delivered to the Securities
Intermediary in exchange for the Pledged Preferred Securities. Thereafter, the
Notes shall be held by the Securities Intermediary to secure the obligations of
each Holder of Income


                                      A-8
<Page>

PRIDES to purchase shares of Common Stock under the Purchase Contracts
constituting a part of such Income PRIDES.

         Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the Notes as provided for in the Declaration, an amount equal to the
Liquidation Distribution shall be deposited in the Collateral Account in
exchange for the Pledged Preferred Securities. Thereafter, pursuant to the terms
of the Pledge Agreement, the Collateral Agent shall cause the Securities
Intermediary to apply an amount equal to the Redemption Amount of such
Liquidation Distribution to purchase on behalf of the Holders of Income PRIDES
the Treasury Portfolio and promptly remit the remaining portion of such
Liquidation Distribution to the Purchase Contract Agent for payment to the
Holders of such Income PRIDES. The Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio will be
substituted as Collateral for the Pledged Preferred Securities and will be held
by the Collateral Agent in accordance with the terms of the Pledge Agreement to
secure the obligation of each Holder of an Income PRIDES to purchase the Common
Stock of the Company under the Purchase Contract constituting a part of such
Income PRIDES.

         Following the dissolution and liquidation of the Trust, the Holders and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the Notes or the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, as the Holders and the Collateral Agent had in respect of the
Pledged Preferred Securities, any reference herein to the Preferred Securities
shall be deemed to be a reference to the Notes or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, and any reference herein to the
liquidation amount of the Preferred Securities shall be deemed to be a reference
to the principal amount of the Notes or the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be.

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

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


                                      A-9
<Page>

security interest rights and obligations with respect to the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio as the Holder of Income PRIDES and the Collateral
Agent had in respect of the Preferred Securities or Notes, as the case may be,
subject to the Pledge thereof as provided in the Pledge Agreement and any
reference herein to the Preferred Securities shall be deemed to be a reference
to such Treasury Portfolio.

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

         The Holder of Income PRIDES may substitute for the Pledged Preferred
Securities securing such Holder's obligations under the related Purchase
Contracts Treasury Securities in an aggregate principal amount equal to the
aggregate liquidation amount of the Pledged Preferred Securities in accordance
with the terms of the Purchase Contract Agreement and the Pledge Agreement. From
and after such Collateral Substitution, each Security for which such Pledged
Treasury Securities secures the Holder's obligation under the Purchase Contract
shall be referred to as a "Growth PRIDES". A Holder may make such Collateral
Substitution only in integral multiples of 20 Income PRIDES for 20 Growth
PRIDES. If a Tax Event Redemption has occurred, an Income PRIDES Holder may make
such Collateral Substitution only in integral multiples of 80,000 Income PRIDES
for 80,000 Growth PRIDES.

         A Holder of Growth PRIDES may recreate Income PRIDES by delivering to
the Securities Intermediary Preferred Securities with an aggregate liquidation
amount equal to the aggregate principal amount at maturity of the Pledged
Treasury Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. A Holder may recreate Income PRIDES only in integral
multiples of 20 Growth PRIDES for 20 Income PRIDES. If a Tax Event Redemption
has occurred, a Growth PRIDES Holder may recreate Income PRIDES only in integral
multiples of 80,000 Growth PRIDES for 80,000 Income PRIDES.

         The Company shall pay, on each Payment Date, the Purchase Contract
Payments payable in respect of each Purchase Contract to the Person in whose
name the Income PRIDES Certificate evidencing such Purchase Contract is
registered at the close of business on the Record


                                      A-10
<Page>

Date for such Payment Date. Purchase Contract Payments will be payable at the
office of the Purchase Contract Agent in New York City or, at the option of the
Holder, by check mailed to the address of the Person entitled thereto at such
address as it appears on the Security Register.

         The Company has the right to defer payment of all or part of the
Purchase Contract Payments in respect of each Purchase Contract until no later
than the Purchase Contract Settlement Date. If the Company so elects to defer
Purchase Contract Payments, the Company shall pay additional Purchase Contract
Payments on such deferred installments of Purchase Contract Payments at a rate
equal to 9.5% per annum, compounding quarterly, until such deferred installments
are paid. In the event that the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date, each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments.

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

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("EARLY SETTLEMENT") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Income
PRIDES Certificate, the Holder of this Income PRIDES Certificate shall deliver
to the Purchase Contract Agent at the Corporate Trust Office an Election to
Settle Early form set forth below and any other documents requested by the
Purchase Contract Agent duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "EARLY SETTLEMENT AMOUNT") equal to (i) the product of (A) $50 times (B)
the number of Purchase Contracts with respect to which the Holder has elected to
effect Early Settlement, plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date for any Payment Date to the opening of business on such Payment Date, an
amount equal to the Purchase Contract Payments payable on such Payment Date with
respect to such Purchase Contracts.

         Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Preferred Securities, Pledged Notes or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, underlying such
Securities shall be released from the Pledge as provided in the Pledge Agreement
and the Holder shall be entitled to receive a number of shares of Common Stock
on


                                      A-11
<Page>

account of each Purchase Contract forming part of an Income PRIDES as to which
Early Settlement is effected equal to 1.4536 share of Common Stock per Purchase
Contract (the "EARLY SETTLEMENT Rate"). The Early Settlement Rate shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

         Upon registration of transfer of this Income PRIDES Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Income PRIDES 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 Income PRIDES Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the Income PRIDES evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform his obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Preferred Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as the case may be, underlying this Income PRIDES
Certificate pursuant to the Pledge Agreement. The Holder further covenants and
agrees that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
in respect to the aggregate liquidation amount of the Pledged Preferred
Securities or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

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

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

         The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Income PRIDES Certificate is registered as the owner of the
Income PRIDES evidenced hereby for the purpose of receiving payments of
distributions payable quarterly on the Preferred Securities, receiving payments
of Purchase Contract Payments, performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and


                                      A-12
<Page>

notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent nor any such agent shall be affected by notice to the
contrary.

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

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


                                      A-13
<Page>


                                  ABBREVIATIONS

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

TEN COM:                      as tenants in common

UNIF GIFT MIN ACT:            _________________ Custodian ________________
                                  (cust)                      (minor)

                              Under Uniform Gifts to Minors Act of  __________

TENANT:                       as tenants by the entireties

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

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

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

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

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

the within Income PRIDES Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Income PRIDES Certificates on the books of Cinergy Corp., and CC Funding
Trust I 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 Income PRIDES
                                              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 Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Income PRIDES evidenced
by this Income PRIDES 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
Person other than the Holder,
please (i) print such Person's name       Please print name and address of
and address and (ii) provide a            Registered Holder:
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 Income PRIDES 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 Income PRIDES evidenced by this Income PRIDES
Certificate specified below. The undersigned Holder directs that a certificate
for shares of Common Stock deliverable upon such Early Settlement be registered
in the name of, and delivered, together with a check in payment for any
fractional share and any Income PRIDES Certificate representing any Income
PRIDES evidenced hereby as to which Early Settlement of the related Purchase
Contracts is not effected, to the undersigned at the address indicated below
unless a different name and address have been indicated below. Pledged Preferred
Securities, Pledged Notes or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as the case may be, deliverable upon such Early
Settlement will be transferred in accordance with the transfer instructions set
forth below. If shares are to be registered in the name of a Person other than
the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

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


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


                                      A-16
<Page>


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


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

                                         Please print name and address of
                                         Registered Holder:

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

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

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

Social Security or other
Taxpayer Identification

Number, if any                           ------------------------------------


                                      A-17
<Page>


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


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


                                      A-18
<Page>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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


<Table>
<Caption>
================================================================================================================
                                                                 Number of Income
            Amount of increase in    Amount of decrease in      PRIDES evidenced by
              Number of Income         Number of Income       this Global Certificate    Signature of authorized
             PRIDES evidenced by      PRIDES evidenced by         following such         signatory of Trustee or
            the Global Certificate   the Global Certificate    decrease or increase       Securities Custodian
Date
<S>          <C>                     <C>                      <C>                        <C>
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</Table>


                                      A-19
<Page>


                                                                       EXHIBIT B

                   FACE OF GROWTH PRIDES PURCHASE CERTIFICATE

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

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

No.                                                        CUSIP No.  172474306
    -----------------------
Number of Growth PRIDES:___________

                                  CINERGY CORP.
                               CC FUNDING TRUST I
                                  GROWTH PRIDES

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

         Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Growth PRIDES evidenced hereby have been pledged to the Collateral
Agent, for the benefit of


                                      B-1
<Page>

the Company, to secure the obligations of the Holder under the Purchase Contract
comprising part of such Growth PRIDES. Each Purchase Contract evidenced hereby
obligates the Holder of this Growth PRIDES Certificate to purchase, and the
Company, to sell, on February 16, 2005 (the "PURCHASE CONTRACT SETTLEMENT
DATE"), at a price equal to $50 (the "STATED Amount"), a number of shares of
Common Stock, without par value ("COMMON STOCK"), of the Company, equal to the
Settlement Rate, unless prior to or on the Purchase Contract Settlement Date
there shall have occurred a Termination Event or an Early Settlement with
respect to the Growth PRIDES of which such Purchase Contract is a part, all as
provided in the Purchase Contract Agreement and more fully described on the
reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of
Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if
not paid earlier, shall be paid on the Purchase Contract Settlement Date by
application of the proceeds from the Treasury Securities at maturity pledged to
secure the obligations of the Holder under such Purchase Contract of the Growth
PRIDES of which such Purchase Contract is a part.

         The Company shall pay, on each Payment Date, in respect of each
Purchase Contract forming part of a Growth PRIDES evidenced hereby, an amount
(the "PURCHASE CONTRACT PAYMENTS") equal to 2.6% per year of the Stated Amount.
Such Purchase Contract Payments shall be payable to the Person in whose name
this Growth PRIDES Certificate is registered at the close of business on the
Record Date for such Payment Date. The Company may, at its option, defer such
Purchase Contract Payments.

         Distributions on the Applicable Ownership Interests (as specified in
clause (B) of the definition of such term) and the Purchase Contract Payments
will be payable at the office of the Purchase Contract Agent in New York City
or, at the option of the Company, by check mailed to the address of the Person
entitled thereto as such address appears on the Security Register.

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

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


                                      B-2
<Page>

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

                                   CINERGY CORP.



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


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

                                   By:  THE BANK OF NEW YORK,
                                        not individually but solely as
                                        Attorney-in-Fact of such Holder



                                   BY:
                                      -----------------------------------------
                                      Name:
                                      Title:
Dated:  December 18, 2001


                                      B-3
<Page>


                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

         This is one of the Growth PRIDES referred to in the within-mentioned
Purchase Contract Agreement.

                                        By: THE BANK OF NEW YORK,
                                            as Purchase Contract Agent

                                        By:
                                           ------------------------------------
                                           Authorized Signatory

Dated:  December 18, 2001


                                      B-4
<Page>


                     (REVERSE OF GROWTH PRIDES CERTIFICATE)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of December 18, 2001 (as may be supplemented from
time to time, the "PURCHASE CONTRACT AGREEMENT") between the Company and The
Bank of New York, as Purchase Contract Agent (including its successors
thereunder, herein called the "PURCHASE CONTRACT AGENT"), to which the Purchase
Contract Agreement and supplemental agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company and
the Holders and of the terms upon which the Growth PRIDES Certificates are, and
are to be, executed and delivered.

         Unless an Early Settlement has occurred, each Purchase Contract
evidenced hereby obligates the Holder of this Growth PRIDES Certificate to
purchase, and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount (the "PURCHASE PRICE") a number of shares of
Common Stock equal to the Settlement Rate, unless prior to the Purchase Contract
Settlement Date, there shall have occurred a Termination Event with respect to
the Security of which such Purchase Contract is a part. The "SETTLEMENT RATE" is
equal to:

                  (1)      if the Applicable Market Value (as defined below) is
         greater than or equal to $34.3970 (the "THRESHOLD APPRECIATION PRICE"),
         1.4536 share of Common Stock per Purchase Contract;

                  (2)      if the Applicable Market Value is less than the
         Threshold Appreciation Price but greater than $29.15 (the "REFERENCE
         PRICE"), the number of shares of Common Stock per Purchase Contract
         having a value equal to the Stated Amount divided by the Applicable
         Market Value; and

                  (3)      if the Applicable Market Value is less than or equal
         to the Reference Price, then 1.7153 shares of Common Stock per Purchase
         Contract,

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

         No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

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

         The "APPLICABLE MARKET VALUE" means the average of the Closing Prices
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Purchase Contract Settlement
Date.

         The "CLOSING PRICE" per share of Common Stock on any date of
determination means the:


                                      B-5
<Page>

                  (1)      closing sale price as of the close of the principal
         trading session (or, if no closing price is reported, the last reported
         sale price) per share on the New York Stock Exchange, Inc. (the "NYSE")
         on such date;

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

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

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

                  (5)      if such bid price is not available, the 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 (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Growth PRIDES shall pay the Purchase Price for the shares of the
Common Stock purchased pursuant to each Purchase Contract evidenced hereby
either by effecting a Cash Settlement or an Early Settlement of each such
Purchase Contract or by applying a principal amount of the Pledged Treasury
Securities underlying such Holder's Growth PRIDES equal to the Stated Amount of
such Purchase Contract to the purchase of the Common Stock. A Holder of Growth
PRIDES who does not effect, prior to or on 5:00 p.m. (New York City time) on the
second Business Day immediately preceding the Purchase Contract Settlement Date,
an effective Cash Settlement, or who does not effect on or prior to 11:00 a.m.
(New York City time) on the Business Day immediately preceding the Purchase
Contract Settlement Date an effective Early Settlement, shall pay the Purchase
Price for the shares of Common Stock to be issued under the related Purchase
Contract from the proceeds of the Pledged Treasury Securities.

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

         Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register.


                                      B-6
<Page>

Upon and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Treasury Securities (as defined in the Pledge Agreement)
forming a part of each Growth PRIDES. A Growth PRIDES shall thereafter represent
the right to receive the interest in the Treasury Security forming a part of
such Growth PRIDES, in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement.

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

         A Holder of Growth PRIDES may recreate Income PRIDES by delivering to
the Securities Intermediary Preferred Securities with an aggregate liquidation
amount, or Notes with an aggregate principal amount, equal to the aggregate
principal amount at maturity of the Pledged Treasury Securities in exchange for
the release of such Pledged Treasury Securities in accordance with the terms of
the Purchase Contract Agreement and the Pledge Agreement. From and after such
substitution, the Holder's Security shall be referred to as a "INCOME PRIDES".
Any such creation of Income PRIDES may be effected only in multiples of 20
Growth PRIDES for 20 Income PRIDES.

         A Holder of Income PRIDES may recreate Growth PRIDES by delivering to
the Securities Intermediary Treasury Securities in an aggregate principal amount
equal to the aggregate liquidation amount of the Pledged Preferred Securities or
the aggregate principal amount at maturity of the Pledged Notes, as the case may
be, in accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement. Any such recreation of Growth PRIDES may be effected only in
multiples of 20 Income PRIDES for 20 Growth PRIDES.

         If a Tax Event Redemption has occurred, a Growth PRIDES Holder may
recreate Income PRIDES only in integral multiples of 80,000 Growth PRIDES for
80,000 Income PRIDES and an Income PRIDES Holder may create Growth PRIDES only
in integral multiples of 80,000 Income PRIDES for 80,000 Growth PRIDES.

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


                                      B-7
<Page>

Purchase Contract Agent in New York City or, at the option of the Holder, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Security Register.

         The Company has the right to defer payment of all or part of the
Purchase Contract Payments in respect of each Purchase Contract until no later
than the Purchase Contract Settlement Date. If the Company so elects to defer
Purchase Contract Payments, the Company shall pay additional Purchase Contract
Payments on such deferred installments of Purchase Contract Payments at a rate
equal to 9.5% per annum, compounding quarterly, until such deferred installments
are paid. In the event that the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date), each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments.

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

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("EARLY SETTLEMENT") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Income
PRIDES Certificate, the Holder of this Growth PRIDES Certificate shall deliver
to the Purchase Contract Agent at the Corporate Trust Office an Election to
Settle Early form set forth below and any other documents requested by the
Purchase Contract Agent duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "EARLY SETTLEMENT AMOUNT") equal to (i) the product of (A) $50 times (B)
the number of Purchase Contracts with respect to which the Holder has elected to
effect Early Settlement, plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date for any Payment Date to the opening of business on such Payment Date, an
amount equal to the Purchase Contract Payments payable on such Payment Date with
respect to such Purchase Contracts.

         Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Treasury Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Growth PRIDES as to which Early
Settlement is effected equal to 1.4536 share of Common Stock per Purchase


                                      B-8
<Page>

Contract (the "EARLY SETTLEMENT RATE"). The Early Settlement Rate shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

         Upon registration of transfer of this Growth PRIDES Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Growth PRIDES 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 Growth PRIDES Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the Growth PRIDES evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities underlying this Growth PRIDES
Certificate pursuant to the Pledge Agreement. The Holder further covenants and
agrees, that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
in respect to the aggregate principal amount of the Pledged Treasury Securities
on the Purchase Contract Settlement Date shall be paid by the Collateral Agent
to the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

         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 conflicts of laws principles thereof.

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


                                      B-9
<Page>

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

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


                                      B-10
<Page>


                                  ABBREVIATIONS

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

TEN COM:                         as tenants in common

UNIF GIFT MIN ACT:               ______________ Custodian _____________
                                   (cust)                    (minor)
                                 Under Uniform Gifts to Minors Act of___________
                                 _______________________________________________

TENANT:                           as tenants by the entireties

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

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


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

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

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


the within Growth PRIDES Certificates and all rights thereunder, hereby
irrevocably constituting and                 appointing attorney to transfer
said Growth PRIDES Certificates on the books of Cinergy Corp.., and CC
Funding Trust I 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 Growth PRIDES
                                             Certificates in every particular,
                                             without alteration or enlargement
                                             or any change whatsoever.

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


                                      B-11
<Page>


                             SETTLEMENT INSTRUCTIONS

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


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

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


                                          Please print name and address of
                                          Registered Holder:

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

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

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

Social Security or other
Taxpayer Identification

Number, if any                            --------------------------------------



                                      B-12
<Page>


                            ELECTION TO SETTLE EARLY

         The undersigned Holder of this Growth PRIDES 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 Growth PRIDES evidenced by this Growth PRIDES
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Growth PRIDES 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
Growth PRIDES Certificate representing any Growth PRIDES evidenced hereby as to
which Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Treasury Securities deliverable upon such
Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.

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

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


                                      B-13
<Page>


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


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


                                          Please print name and address of
                                          Registered Holder:

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

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

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

Social Security or other
Taxpayer Identification

Number, if any                            --------------------------------------


                                      B-14
<Page>


Transfer Instructions for Pledged Treasury Securities Transferable Upon or 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>
====================================================================================================================
<S>       <C>                        <C>                      <C>                         <C>

                                                                 Number of Growth
          Amount of increase in      Amount of decrease in      PRIDES evidenced by
             Number of Growth           Number of Growth      this Global Certificate     Signature of authorized
            PRIDES evidenced by       PRIDES evidenced by         following such          signatory of Trustee or
           the Global Certificate    the Global Certificate    decrease or increase        Securities Custodian
Date
--------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</Table>


                                      B-16
<Page>

                                                                       EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

The Bank of New York
5 Penn Plaza
13th Floor
New York, NY 10001
Attention: Corporate Trust Department

         Re: [_______ Income PRIDES] [_______ Growth PRIDES] of Cinergy Corp., a
Delaware corporation (the "COMPANY") and CC Funding Trust I.

         The undersigned Holder hereby notifies you that it has delivered to [
], as Securities Intermediary, for credit to the Collateral Account, $______
aggregate [liquidation] [principal] amount of [Preferred Securities] [Notes]
[Treasury Securities] [Applicable Ownership Interests (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio] in exchange for
the [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities]
held in the Collateral Account, in accordance with the Pledge Agreement, dated
as of ____________, 2001 (the "PLEDGE AGREEMENT"; unless otherwise defined
herein, terms defined in the Pledge Agreement are used herein as defined
therein), between you, the Company, the Collateral Agent and the Securities
Intermediary. The undersigned Holder has paid all applicable fees relating to
such exchange. The undersigned Holder hereby instructs you to instruct the
Collateral Agent to release to you on behalf of the undersigned Holder the
[Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities]
[Pledged Applicable Ownership Interests] related to such [Income PRIDES] [Growth
PRIDES].

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

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



                                      C-1
<Page>

Please print name and address of Registered Holder:



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

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



                                      C-2
<Page>


                                                                      EXHIBIT D

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

[HOLDER]

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

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

             Re:      [__________ Income PRIDES] [______ Growth PRIDES] of
                      Cinergy Corp., a Delaware corporation (the "COMPANY")
                      and CC Funding Trust I

         Please refer to the Purchase Contract Agreement, dated as of December
18, 2001 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein,
terms defined in the Purchase Contract Agreement are used herein as defined
therein), between the Company and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the holders of Income PRIDES and Growth PRIDES from
time to time.

         We hereby notify you that a Termination Event has occurred and that
[the Notes][the Treasury Securities] [Preferred Securities] [Applicable
Ownership Interests (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio] serving as Collateral underlying your ownership
interest in _____ [Income PRIDES] [Growth PRIDES] have been released and are
being held by us for your account pending receipt of transfer instructions with
respect to such [Notes][Treasury Securities] [Preferred Securities] [Applicable
Ownership Interests (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio] (the "RELEASED SECURITIES").

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

Date:                                       By:[                         ]



                                      D-1
<Page>


                                        Name:
                                             -------------------------------
                                        Title: Authorized Signatory


                                      D-2
<Page>



                                                                      EXHIBIT E

                            NOTICE TO SETTLE BY CASH

The Bank of New York
5 Penn Plaza
13th Floor
New York, NY 10001
Attention: Corporate Trust Department

                  Re:      [_______ Income PRIDES] [Growth PRIDES] of Cinergy
                           Corp., a Delaware corporation (the "COMPANY") and CC
                           Funding Trust I

         The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.02 of the Purchase Contract Agreement, dated as of December 18,
2001 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, prior to
or on 11:00 a.m. (New York City time) on the [fourth] Business Day immediately
preceding the Purchase Contract Settlement Date (in lawful money of the United
States by certified or cashiers' check or wire transfer, in immediately
available funds), $______ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company under the related Purchase Contracts on
the Purchase Contract Settlement Date. The undersigned Holder hereby instructs
you to notify promptly the Collateral Agent of the undersigned Holders' election
to make such cash settlement with respect to the Purchase Contracts related to
such Holder's [Income PRIDES] [Growth PRIDES].

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

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

Please print name and address of Registered Holder:


                                      E-1
<Page>



                                                                      EXHIBIT F

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

JPMorgan Chase Bank
450 W. 33rd Street
15th Floor
New York, NY 10001
Attention:  Richard Lorenzen
Telecopy:  212-946-8160

The Bank of New York
5 Penn Plaza
13th Floor
New York, NY 10001
Attention:  Paul Schmalzel
Telecopy:  212-896-7172

                  Re:      __________ Income PRIDES of Cinergy Corp.., a
                           Delaware corporation (the "COMPANY") and CC Funding
                           Trust I

         Please refer to the Purchase Contract Agreement, dated as of December
18, 2001 (the "PURCHASE CONTRACT Agreement"; unless otherwise defined herein,
terms defined in the Purchase Contract Agreement are used herein as defined
therein), between the Company and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the Holders of Income PRIDES from time to time.

         In accordance with Section 5.02 of the Purchase Contract Agreement and,
based on instructions and Cash Settlements received from Holders of Income
PRIDES as of 11:00 a.m. (New York City time), the fourth Business Day preceding
the Purchase Contract Settlement Date, we hereby notify you that ______
[Preferred Securities] [Notes] are to be tendered for purchase in the
Remarketing.

Date:                                 By:  [                          ]

                                      ------------------------------------------
                                      Name:
                                      Title:  Authorized Signatory


                                      F-1